OF TRANSFER OR EXCHANGE UPON
SURRENDER OF ANY WARRANT CERTIFICATE AT THE PRINCIPAL OFFICE OF THE COMPANY.
THE COMPANY WILL PAY ALL DOCUMENTARY STAMP TAXES ATTRIBUTABLE TO THE ISSUANCE OF
THE WARRANTS AND THE WARRANT SHARES UPON THE EXERCISE OF WARRANTS; PROVIDED,
HOWEVER, THAT THE COMPANY SHALL NOT BE REQUIRED TO PAY ANY TAX OR TAXES WHICH
MAY BE PAYABLE IN RESPECT OF ANY TRANSFER INVOLVED IN THE ISSUANCE OF ANY
WARRANT CERTIFICATES OR ANY CERTIFICATES FOR WARRANT SHARES IN A NAME OTHER THAN
THE HOLDER OF SUCH WARRANT CERTIFICATE.
(4)
UPON ANY SALE OR TRANSFER OF WARRANTS
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN
ACCORDANCE WITH RULE 144 UNDER THE SECURITIES ACT OR PURSUANT TO AN OPINION OF
COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT NO LEGEND IS REQUIRED, THE
COMPANY SHALL PERMIT THE HOLDER THEREOF TO EXCHANGE SUCH
Confidential materials omitted and filed separately with the Securities and
Exchange Commission.
Asterisks denote such omission.
5
WARRANTS FOR WARRANTS REPRESENTED BY WARRANT CERTIFICATES THAT DO NOT BEAR THE
LEGEND SET FORTH IN SECTION 2.5(A) HEREOF AND RESCIND ANY RESTRICTION ON THE
TRANSFER OF SUCH WARRANTS; PROVIDED, HOWEVER, THAT THE WARRANT CERTIFICATE SHALL
CONTINUE TO BEAR A LEGEND WITH RESPECT TO RESTRICTIONS ON THE TRANSFER OF THE
WARRANT SHARES.
(e)
Legends.
(I)
EXCEPT FOR WARRANT CERTIFICATES
DELIVERED PURSUANT TO SECTION 2.4(B)(IV) HEREOF, EACH WARRANT CERTIFICATE
EVIDENCING THE WARRANTS (AND ALL WARRANT CERTIFICATES ISSUED IN EXCHANGE
THEREFOR OR SUBSTITUTION THEREOF) SHALL BEAR A LEGEND IN SUBSTANTIALLY THE
FOLLOWING FORM:
"THE WARRANTS AND THE WARRANT SHARES (THE "SECURITIES") HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY
STATE SECURITIES LAWS.
NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION AND SUBJECT TO
COMPLIANCE WITH OTHER APPLICABLE LAWS.
THE HOLDER HEREOF, BY ITS ACCEPTANCE
HEREOF, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, UNLESS
PREVIOUSLY REGISTERED UNDER THE SECURITIES ACT, ONLY (A) TO THE COMPANY;
(B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED
BY RULE 144 THEREUNDER (IF AVAILABLE); (C) TO A PERSON IT REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A; (D) PURSUANT TO AN OFFSHORE TRANSACTION COMPLYING WITH
RULE 904 OF REGULATION S UNDER THE SECURITIES ACT; OR (E) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT."
(II)
EACH CERTIFICATE REPRESENTING THE WARRANT
SHARES (UNLESS SUCH WARRANT SHARES ARE NOT TRANSFER RESTRICTED SECURITIES) SHALL
BEAR A LEGEND IN SUBSTANTIALLY THE FOLLOWING FORM:
Confidential materials omitted and filed separately with the Securities and
Exchange Commission.
Asterisks denote such omission.
6