THE EXECUTION AND DELIVERY OF SUCH STOCK
CERTIFICATES OR WARRANTS SHALL BE PAID BY THE HOLDER TO THE COMPANY AT THE TIME
THE COMPANY DELIVERS SUCH STOCK CERTIFICATES OR WARRANTS TO THE COMPANY FOR
EXERCISE.
2
2.
(A)
WARRANTS AND WARRANT SHARES NOT REGISTERED; TRANSFEREE RESTRICTIONS.
EACH
HOLDER, BY ACCEPTANCE THEREOF, REPRESENTS AND ACKNOWLEDGES THAT THE OFFER AND
SALE OF THIS WARRANT AND THE WARRANT SHARES WHICH MAY BE PURCHASED UPON EXERCISE
OF THIS WARRANT ARE NOT BEING REGISTERED UNDER THE SECURITIES ACT, THAT THE
ISSUANCE OF THIS WARRANT AND THE OFFERING AND SALE OF SUCH WARRANT SHARES ARE
BEING MADE IN RELIANCE ON THE EXEMPTION FROM REGISTRATION UNDER SECTION 4(2) OF
THE SECURITIES ACT AS NOT INVOLVING ANY PUBLIC OFFERING AND THAT THE COMPANY'S
RELIANCE ON SUCH EXEMPTION IS PREDICATED IN PART ON THE REPRESENTATIONS MADE BY
THE INITIAL HOLDER OF THIS WARRANT TO THE COMPANY THAT SUCH HOLDER (I) IS
ACQUIRING THIS WARRANT FOR INVESTMENT PURPOSES FOR ITS OWN ACCOUNT, WITH NO
PRESENT INTENTION OF RESELLING OR OTHERWISE DISTRIBUTING THE SAME IN VIOLATION
OF THE SECURITIES ACT, SUBJECT, NEVERTHELESS, TO ANY REQUIREMENT OF LAW THAT THE
DISPOSITION OF ITS PROPERTY SHALL AT ALL TIMES BE WITHIN ITS CONTROL, (II) IS AN
"ACCREDITED INVESTOR" AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT AND
(III) HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT
IT IS CAPABLE OF EVALUATING THE MERITS AND RISKS OF THE INVESTMENTS MADE OR TO
BE MADE IN CONNECTION WITH THE ACQUISITION AND EXERCISE OF THIS WARRANT.
NEITHER THIS WARRANT NOR THE RELATED WARRANT SHARES MAY BE TRANSFERRED EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR UPON
THE CONDITIONS SPECIFIED IN SECTION 2(B).
(B)
NOTICE OF TRANSFER, OPINION OF COUNSEL.
EACH
HOLDER, BY ACCEPTANCE HEREOF, AGREES THAT PRIOR TO THE DISPOSITION OF THIS
WARRANT OR OF ANY WARRANT SHARES, OTHER THAN PURSUANT TO AN EFFECTIVE
REGISTRATION UNDER THE SECURITIES ACT, SUCH HOLDER WILL GIVE WRITTEN NOTICE TO
THE COMPANY EXPRESSING SUCH HOLDER'S INTENTION TO EFFECT SUCH DISPOSITION AND
DESCRIBING BRIEFLY SUCH HOLDER'S INTENTION AS TO THE MANNER IN WHICH THIS
WARRANT OR THE WARRANT SHARES THERETOFORE ISSUED OR THEREAFTER ISSUABLE UPON
EXERCISE HEREOF, ARE TO BE DISPOSED TOGETHER WITH AN OPINION OF COUNSEL AS MAY
BE DESIGNATED BY SUCH HOLDER AND REASONABLY SATISFACTORY TO THE COMPANY AS TO
THE NECESSITY OR NON-NECESSITY OF REGISTRATION UNDER THE SECURITIES ACT.
IF IN
THE OPINION OF SUCH COUNSEL, THE PROPOSED DISPOSITION DOES NOT REQUIRE
REGISTRATION UNDER THE SECURITIES ACT OF THE DISPOSITION OF THIS WARRANT AND/OR
THE WARRANT SHARES ISSUABLE OR ISSUED UPON THE EXERCISE OF THIS WARRANT, SUCH
HOLDER SHALL BE ENTITLED TO DISPOSE OF THIS WARRANT AND/OR THE WARRANT SHARES
THERETOFORE ISSUED UPON THE EXERCISE HEREOF, ALL IN ACCORDANCE WITH THE TERMS OF
THE NOTICE DELIVERED BY SUCH HOLDER TO THE COMPANY.
THE COMPANY IS ENTITLED TO
RELY ON THE MOST RECENT WRITTEN NOTICE FROM THE HOLDER WITH RESPECT TO THE
OWNERSHIP OF THE WARRANT.
3.
REPRESENTATIONS, WARRANTIES AND