DELIVERED TO OR UPON THE WRITTEN ORDER OF THE
HOLDER AND IN SUCH NAME OR NAMES AS THE HOLDER MAY DESIGNATE, A CERTIFICATE FOR
THE WARRANT SHARES ISSUABLE UPON SUCH EXERCISE OR, IF THE COMPANY IS THEN A
PARTICIPANT IN THE DEPOSIT OR WITHDRAWAL AT CUSTODIAN SYSTEM AT THE DEPOSITORY
TRUST COMPANY AND EITHER (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT
PERMITTING THE RESALE OF THE WARRANT SHARES BY THE HOLDER (AND THE HOLDER
PROVIDES THE COMPANY OR THE COMPANY'S COUNSEL WITH ANY REASONABLE REQUESTED
CERTIFICATIONS WITH RESPECT TO FUTURE SALES OF SUCH WARRANT SHARES) OR (B) THE
SHARES ARE ELIGIBLE FOR RESALE BY THE HOLDER WITHOUT THE REQUIREMENT FOR THE
COMPANY TO BE IN COMPLIANCE WITH THE CURRENT PUBLIC INFORMATION REQUIREMENTS
PURSUANT TO RULE 144, AND OTHERWISE WITHOUT VOLUME OR MANNER-OF-SALE RESTRICTION
OR LIMITATION PURSUANT TO RULE 144, BY CREDITING THE ACCOUNT OF THE HOLDER'S
PRIME BROKER.
THE HOLDER, OR ANY PERSON SO DESIGNATED BY THE HOLDER TO RECEIVE
WARRANT SHARES, SHALL BE DEEMED TO HAVE BECOME THE HOLDER OF RECORD OF SUCH
WARRANT SHARES AS OF THE EXERCISE DATE.
(B)
THIS WARRANT IS EXERCISABLE, EITHER IN ITS ENTIRETY OR, FROM TIME
TO TIME, FOR A PORTION OF THE NUMBER OF WARRANT SHARES.
UPON REQUEST BY THE
HOLDER FOLLOWING ONE OR MORE PARTIAL EXERCISES, THE COMPANY SHALL ISSUE OR CAUSE
TO BE ISSUED, AT ITS EXPENSE, A NEW WARRANT EVIDENCING THE RIGHT TO PURCHASE THE
REMAINING NUMBER OF WARRANT SHARES.
2
6.
CHARGES, TAXES AND EXPENSES.
ISSUANCE AND DELIVERY OF
CERTIFICATES FOR 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 CERTIFICATES, 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 CERTIFICATES FOR 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 THE COMPANY OF SUCH LOSS, THEFT OR DESTRUCTION AND
CUSTOMARY AND REASONABLE BOND OR INDEMNITY, IF REQUESTED.
APPLICANTS FOR A NEW
WARRANT UNDER SUCH CIRCUMSTANCES SHALL ALSO COMPLY WITH SUCH OTHER REASONABLE
REGULATIONS AND PROCEDURES AND PAY SUCH OTHER REASONABLE THIRD-PARTY COSTS AS
THE COMPANY MAY PRESCRIBE.
8.
RESERVATION OF WARRANT SHARES.
THE COMPANY COVENANTS THAT IT
WILL AT ALL TIMES RESERVE AND KEEP AVAILABLE OUT OF THE