EXERCISE WAS NOT HONORED OR DELIVER TO THE HOLDER THE NUMBER OF SHARES OF
COMMON STOCK THAT WOULD HAVE BEEN ISSUED HAD THE COMPANY TIMELY COMPLIED WITH
ITS EXERCISE AND DELIVERY OBLIGATIONS HEREUNDER.
FOR EXAMPLE, IF THE HOLDER
PURCHASES COMMON STOCK HAVING A TOTAL PURCHASE PRICE OF $11,000 TO COVER A
BUY-IN WITH RESPECT TO AN ATTEMPTED EXERCISE OF SHARES OF COMMON STOCK WITH A
MARKET PRICE ON THE DATE OF EXERCISE TOTALED $10,000, UNDER CLAUSE (1) OF THE
IMMEDIATELY PRECEDING SENTENCE THE COMPANY
2
SHALL BE REQUIRED TO PAY THE HOLDER $1,000.
THE HOLDER SHALL PROVIDE THE
COMPANY WRITTEN NOTICE, WHICH NOTICE SHALL INCLUDE SUCH SUPPORTING DOCUMENTATION
AS REASONABLY NECESSARY TO SUBSTANTIATE THE AMOUNTS PAYABLE, INDICATING THE
AMOUNTS PAYABLE TO THE HOLDER IN RESPECT OF THE BUY-IN.
(D)
THE COMPANY'S OBLIGATIONS TO ISSUE AND
DELIVER WARRANT SHARES IN ACCORDANCE WITH THE TERMS HEREOF ARE ABSOLUTE AND
UNCONDITIONAL, IRRESPECTIVE OF ANY ACTION OR INACTION BY THE HOLDER TO ENFORCE
THE SAME, ANY WAIVER OR CONSENT WITH RESPECT TO ANY PROVISION HEREOF, THE
RECOVERY OF ANY JUDGMENT AGAINST ANY PERSON OR ANY ACTION TO ENFORCE THE SAME,
OR ANY SETOFF, COUNTERCLAIM, RECOUPMENT, LIMITATION OR TERMINATION, OR ANY
BREACH OR ALLEGED BREACH BY THE HOLDER OR ANY OTHER PERSON OF ANY OBLIGATION TO
THE COMPANY OR ANY VIOLATION OR ALLEGED VIOLATION OF LAW BY THE HOLDER OR ANY
OTHER PERSON, AND IRRESPECTIVE OF ANY OTHER CIRCUMSTANCE WHICH MIGHT OTHERWISE
LIMIT SUCH OBLIGATION OF THE COMPANY TO THE HOLDER IN CONNECTION WITH THE
ISSUANCE OF WARRANT SHARES.
NOTHING HEREIN SHALL LIMIT A HOLDER'S RIGHT TO
PURSUE ANY OTHER REMEDIES AVAILABLE TO IT HEREUNDER, AT LAW OR IN EQUITY
INCLUDING, WITHOUT LIMITATION, A DECREE OF SPECIFIC PERFORMANCE AND/OR
INJUNCTIVE RELIEF WITH RESPECT TO THE COMPANY'S FAILURE TO TIMELY DELIVER
CERTIFICATES REPRESENTING SHARES OF COMMON STOCK UPON EXERCISE OF THE WARRANT AS
REQUIRED PURSUANT TO THE TERMS HEREOF.
6.
CHARGES, TAXES AND EXPENSES.
ISSUANCE
AND DELIVERY OF THE SHARES OF COMMON STOCK UPON EXERCISE OF THIS WARRANT SHALL
BE MADE WITHOUT CHARGE TO THE HOLDER FOR ANY ISSUE OR TRANSFER TAX, WITHHOLDING
TAX, TRANSFER AGENT FEE OR OTHER INCIDENTAL TAX OR EXPENSE IN RESPECT OF THE
ISSUANCE OF SUCH SHARES, ALL OF WHICH TAXES AND EXPENSES SHALL BE PAID BY THE
COMPANY; PROVIDED, HOWEVER, THAT THE COMPANY SHALL NOT BE REQUIRED TO PAY ANY
TAX WHICH MAY BE PAYABLE IN RESPECT OF ANY TRANSFER INVOLVED IN THE REGISTRATION
OF ANY WARRANT SHARES OR WARRANTS IN A NAME OTHER THAN THAT OF THE HOLDER.
THE
HOLDER SHALL BE RESPONSIBLE FOR ALL OTHER TAX LIABILITY THAT MAY ARISE AS A
RESULT OF HOLDING OR TRANSFERRING THIS WARRANT OR RECEIVING WARRANT SHARES UPON
EXERCISE HEREOF.
7.
REPLACEMENT OF WARRANT.
IF THIS
WARRANT IS MUTILATED, LOST, STOLEN OR DESTROYED, THE COMPANY SHALL ISSUE OR
CAUSE TO BE ISSUED IN EXCHANGE AND SUBSTITUTION FOR AND UPON CANCELLATION
HEREOF, OR IN LIEU OF AND SUBSTITUTION FOR THIS WARRANT, A NEW WARRANT, BUT ONLY
UPON RECEIPT OF EVIDENCE REASONABLY SATISFACTORY TO