BE GIVEN TO THE HOLDER AT
LEAST TWENTY (20) DAYS PRIOR NOTICE OF SUCH EVENT.
13.
COMPLIANCE WITH SECURITIES LAWS.
BY ACCEPTANCE OF THIS WARRANT,
THE HOLDER HEREBY REPRESENTS, WARRANTS AND COVENANTS THAT IT IS AN "ACCREDITED
INVESTOR" AS THAT TERM IS DEFINED IN REGULATION D PROMULGATED UNDER THE ACT,
THAT ANY SHARES OF STOCK PURCHASED UPON EXERCISE OF THIS WARRANT OR ACQUIRED
UPON CONVERSION THEREOF SHALL BE ACQUIRED FOR INVESTMENT ONLY AND NOT WITH A
VIEW TO, OR FOR SALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF; THAT THE
HOLDER HAS HAD SUCH OPPORTUNITY AS SUCH HOLDER HAS DEEMED ADEQUATE TO OBTAIN
FROM REPRESENTATIVES OF THE COMPANY SUCH INFORMATION AS IS NECESSARY TO PERMIT
THE HOLDER TO EVALUATE THE MERITS AND RISKS OF ITS INVESTMENT IN THE COMPANY;
THAT THE HOLDER IS ABLE TO BEAR THE ECONOMIC RISK OF HOLDING SUCH SHARES AS MAY
BE ACQUIRED PURSUANT TO THE EXERCISE OF THIS WARRANT FOR AN INDEFINITE PERIOD;
THAT THE HOLDER UNDERSTANDS THAT THE SHARES OF STOCK ACQUIRED PURSUANT TO THE
EXERCISE OF THIS WARRANT OR ACQUIRED UPON CONVERSION THEREOF WILL NOT BE
REGISTERED UNDER THE ACT (UNLESS OTHERWISE REQUIRED PURSUANT TO EXERCISE BY THE
HOLDER OF THE REGISTRATION RIGHTS, IF ANY, PREVIOUSLY GRANTED TO THE HOLDER) AND
WILL BE "RESTRICTED SECURITIES" WITHIN THE MEANING OF RULE 144 UNDER THE ACT AND
THAT THE EXEMPTION FROM REGISTRATION UNDER RULE 144 WILL NOT BE AVAILABLE FOR AT
LEAST ONE (1) YEAR FROM THE DATE OF EXERCISE OF
9
this Warrant, subject to any special treatment by the SEC for exercise of this
Warrant pursuant to Section 2.2, and even then will not be available unless a
public market then exists for the stock, adequate information concerning the
Company is then available to the public, and other terms and conditions of
Rule 144 are complied with; and that all stock certificates representing shares
of stock issued to the Holder upon exercise of this Warrant or upon conversion
of such shares may have affixed thereto a legend substantially in the following
form:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE ACT, AS
AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE.
THESE SECURITIES ARE
SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED
OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES
LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
INVESTORS SHOULD BE
AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT
FOR AN INDEFINITE PERIOD OF TIME.
THE ISSUER OF THESE SECURITIES MAY REQUIRE AN
OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE
EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND
ANY APPLICABLE STATE SECURITIES LAWS.
14.
NO RIGHTS OR LIABILITIES AS STOCKHOLDERS.
THIS WARRANT SHALL NOT
ENTITLE THE HOLDER TO ANY VOTING RIGHTS OR OTHER RIGHTS AS A STOCKHOLDER OF THE
COMPANY.
IN THE ABSENCE OF AFFIRMATIVE ACTION BY SUCH HOLDER TO PURCHASE COMMON
STOCK BY EXERCISE