SHARES ACQUIRABLE
UPON EXERCISE OF THIS WARRANT SO THAT THE RIGHTS OF THE HOLDER SHALL BE NEITHER
ENHANCED NOR DIMINISHED AS A RESULT OF SUCH EVENT.
6.
NO VOTING RIGHTS. THIS WARRANT SHALL NOT ENTITLE THE HOLDER TO
ANY VOTING RIGHTS OR OTHER RIGHTS AS A STOCKHOLDER OF THE COMPANY UNLESS AND
UNTIL EXERCISED PURSUANT TO THE PROVISIONS HEREOF.
7.
TRANSFER OR EXCHANGE WITHOUT REGISTRATION; COVENANTS OF HOLDER.
(A)
IN THE EVENT THE HOLDER DESIRES TO TRANSFER THIS WARRANT OR THE
WARRANT SHARES ACQUIRABLE UPON EXERCISE THEREOF, THE HOLDER SHALL PROVIDE THE
COMPANY WRITTEN NOTICE DESCRIBING THE MANNER OF SUCH TRANSFER AND AN OPINION OF
COUNSEL WHICH SHALL BE SATISFACTORY TO
THE COMPANY AND COUNSEL TO THE COMPANY, THAT THE PROPOSED TRANSFER MAY BE
EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR APPLICABLE STATE
SECURITIES REGISTRATION LAWS, WHEREUPON THE HOLDER SHALL BE ENTITLED TO TRANSFER
THIS WARRANT OR THE WARRANT SHARES IN ACCORDANCE WITH SUCH NOTICE UPON RECEIPT
OF THE CONSENT OF THE COMPANY TO SUCH TRANSFER, WHICH CONSENT WILL NOT BE
UNREASONABLY WITHHELD. UPON RECEIPT OF EVIDENCE REASONABLY SATISFACTORY TO THE
COMPANY OF THE LOSS, THEFT, DESTRUCTION OR MUTILATION OF THIS WARRANT AND, IN
THE CASE OF ANY SUCH LOSS, THEFT, OR DESTRUCTION, UPON DELIVERY OF AN INDEMNITY
AGREEMENT REASONABLY SATISFACTORY IN FORM AN AMOUNT TO THE COMPANY, OR, IN THE
CASE OF ANY SUCH MUTILATION, UPON SURRENDER OF THIS WARRANT, THE COMPANY, AT ITS
EXPENSE, WILL EXECUTE AND DELIVER, IN LIEU THEREOF, A NEW WARRANT OF LIKE TENOR.
THE COMPANY MAY CONDITION ANY ISSUANCE OR SALE, PLEDGE, ASSIGNMENT OR OTHER
DISPOSITION OF THE WARRANT OR THE WARRANT SHARES ON THE RECEIPT FROM THE PARTY
TO WHOM THIS WARRANT IS TO BE SO TRANSFERRED OR TO WHOM WARRANT SHARES ARE TO BE
ISSUED OR SO TRANSFERRED OF ANY REPRESENTATIONS AND AGREEMENTS REQUESTED BY THE
COMPANY IN ORDER TO PERMIT SUCH ISSUANCE OR TRANSFER TO BE MADE PURSUANT TO
EXEMPTIONS FROM REGISTRATION UNDER FEDERAL AND APPLICABLE STATE SECURITIES LAWS.
EACH CERTIFICATE REPRESENTING THE WARRANT (OR ANY PART THEREOF) AND ANY WARRANT
SHARES SHALL BE STAMPED WITH APPROPRIATE LEGENDS SETTING FORTH THESE
RESTRICTIONS ON TRANSFERABILITY.
(B)
THE HOLDER, BY ACCEPTANCE HEREOF, REPRESENTS AND WARRANTS THAT
(I) THE HOLDER IS ACQUIRING THIS WARRANT FOR HOLDER'S OWN ACCOUNT FOR INVESTMENT
PURPOSES ONLY AND NOT WITH A VIEW TO ITS RESALE OR DISTRIBUTION, (II) THE HOLDER
HAS NO PRESENT INTENTION TO RESELL OR OTHERWISE DISPOSE OF ALL OR ANY PART OF
THIS WARRANT OR THE WARRANT SHARES ACQUIRABLE HEREUNDER, OTHER THAN PURSUANT TO
REGISTRATION UNDER FEDERAL AND STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH
REGISTRATION, THE AVAILABILITY OF WHICH THE COMPANY SHALL DETERMINE IN ITS SOLE
AND REASONABLE DISCRETION, (III) THE HOLDER IS AN "ACCREDITED INVESTOR" AS THAT
TERM IS DEFINED IN REGULATION D OF THE GENERAL RULES AND REGULATIONS PROMULGATED
UNDER THE SECURITIES ACT, AND (IV) THE HOLDER IS EXPERIENCED AND KNOWLEDGEABLE
IN FINANCIAL AND BUSINESS MATTERS, IS CAPABLE OF EVALUATING THE MERITS AND RISKS
OF INVESTING IN THE WARRANT SHARES,