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
3
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
COVENANTS OF THE COMPANY.
(A)
THE COMPANY HEREBY REPRESENTS AND WARRANTS THAT:
(A)
THE COMPANY HAS FULL CORPORATE POWER AND
AUTHORITY TO EXECUTE AND DELIVER THIS WARRANT.
(B)
THE EXECUTION AND DELIVERY OF THIS WARRANT
AND THE CONSUMMATION BY THE COMPANY OF THE TRANSACTIONS CONTEMPLATED HEREBY HAVE
BEEN DULY AND VALIDLY APPROVED BY ALL NECESSARY CORPORATE ACTION ON THE PART OF
THE COMPANY.
(C)
THIS WARRANT HAS BEEN DULY EXECUTED AND
DELIVERED BY THE COMPANY AND CONSTITUTES THE LEGAL, VALID AND BINDING OBLIGATION
OF THE COMPANY, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS.
(D)
THE HOLDER OF THIS WARRANT, WHEN SUCH WARRANT
IS ISSUED BY THE COMPANY TO SUCH HOLDER, SHALL HAVE GOOD TITLE THERETO FREE FROM
ALL TAXES, LIENS AND CHARGES WITH RESPECT TO THE ISSUANCE THEREOF.
(B)
THE COMPANY COVENANTS AND AGREES THAT:
(A)
RESERVATION OF SHARES. DURING THE PERIOD WITHIN
WHICH THE RIGHTS REPRESENTED BY THIS WARRANT MAY BE EXERCISED, THE COMPANY WILL
HAVE AT ALL TIMES AUTHORIZED, AND RESERVED FOR THE PURPOSE OF ISSUE OR TRANSFER
UPON EXERCISE OF THE RIGHTS EVIDENCED BY THIS WARRANT, A SUFFICIENT NUMBER OF
SHARES OF THE COMMON STOCK TO PROVIDE THEREFORE
(B)
ISSUANCE OF SHARES. THE WARRANT SHARES ISSUED
PURSUANT TO THE EXERCISE OF THIS WARRANT WILL, UPON