PROVIDED THAT THE TERMS OF SUCH RIGHT, OPTION, OBLIGATION OR SECURITY ARE NOT
AMENDED OR OTHERWISE MODIFIED ON OR AFTER THE DATE OF THE SECURITIES PURCHASE
AGREEMENT, AND PROVIDED THAT THE CONVERSION PRICE, EXCHANGE PRICE, EXERCISE
PRICE OR OTHER PURCHASE PRICE IS NOT REDUCED, ADJUSTED OR OTHERWISE MODIFIED AND
THE NUMBER OF SHARES OF COMMON STOCK ISSUED OR ISSUABLE IS NOT INCREASED
(WHETHER BY OPERATION OF, OR IN ACCORDANCE WITH, THE RELEVANT GOVERNING
DOCUMENTS OR OTHERWISE) ON OR AFTER THE DATE OF THE SECURITIES PURCHASE
AGREEMENT, AND (C) THE SHARES OF COMMON STOCK ISSUED OR DEEMED TO BE ISSUED BY
THE COMPANY UPON CONVERSION EXERCISE OF THE WARRANTS.
(VII)
"EXPIRATION DATE" MEANS THE DATE SET FORTH ON
THE FIRST PAGE OF THIS WARRANT.
(VIII)
"ISSUANCE DATE" MEANS THE DATE HEREOF.
(IX)
"OPTIONS" MEANS ANY RIGHTS, WARRANTS OR
OPTIONS TO SUBSCRIBE FOR OR PURCHASE COMMON STOCK OR CONVERTIBLE SECURITIES.
(X)
"PERSON" MEANS AN INDIVIDUAL, A LIMITED
LIABILITY COMPANY, A PARTNERSHIP, A JOINT VENTURE, A CORPORATION, A TRUST, AN
UNINCORPORATED ORGANIZATION AND A GOVERNMENT OR ANY DEPARTMENT OR AGENCY
THEREOF.
(XI)
"PRIMARY MARKET" MEANS ON ANY OF (A) THE
AMERICAN STOCK EXCHANGE, (B) NEW YORK STOCK EXCHANGE, (C) THE NASDAQ GLOBAL
SELECT MARKET, (D) THE NASDAQ GLOBAL MARKET, (E) THE NASDAQ CAPITAL MARKET, OR
(E) THE
OVER-THE-COUNTER BULLETIN BOARD ("OTCBB").
(XII)
"SECURITIES ACT" MEANS THE SECURITIES ACT OF
1933, AS AMENDED.
(XIII)
"WARRANT" MEANS THIS WARRANT AND ALL WARRANTS
ISSUED IN EXCHANGE, TRANSFER OR REPLACEMENT THEREOF.
(XIV)
"WARRANT EXERCISE PRICE" SHALL BE $0.03 OR AS
SUBSEQUENTLY ADJUSTED AS PROVIDED IN SECTION 8 HEREOF.
(C)
OTHER DEFINITIONAL PROVISIONS.
(I)
EXCEPT AS OTHERWISE SPECIFIED HEREIN,
ALL REFERENCES HEREIN (A) TO THE COMPANY SHALL BE DEEMED TO INCLUDE THE
COMPANY'S SUCCESSORS AND (B) TO ANY APPLICABLE LAW DEFINED OR REFERRED TO HEREIN
SHALL BE DEEMED REFERENCES TO SUCH APPLICABLE LAW AS THE SAME MAY HAVE BEEN OR
MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME.
(II)
WHEN USED IN THIS WARRANT, THE WORDS
"HEREIN", "HEREOF", AND "HEREUNDER" AND WORDS OF SIMILAR IMPORT, SHALL REFER TO
THIS WARRANT AS A WHOLE AND NOT TO ANY
PROVISION OF THIS WARRANT, AND THE WORDS "SECTION", "SCHEDULE", AND "EXHIBIT"
SHALL REFER TO SECTIONS OF, AND SCHEDULES AND EXHIBITS TO, THIS WARRANT UNLESS
OTHERWISE SPECIFIED.
(III)
WHENEVER THE CONTEXT SO REQUIRES, THE NEUTER
GENDER INCLUDES THE MASCULINE OR FEMININE, AND THE SINGULAR NUMBER INCLUDES THE
PLURAL, AND VICE VERSA.
SECTION 2.
EXERCISE OF WARRANT.
(A)
SUBJECT TO THE TERMS AND CONDITIONS HEREOF, THIS WARRANT MAY BE
EXERCISED BY THE HOLDER HEREOF THEN REGISTERED ON THE BOOKS OF THE COMPANY, PRO
RATA AS HEREINAFTER PROVIDED, AT ANY TIME ON ANY BUSINESS DAY ON OR AFTER THE
OPENING OF BUSINESS ON SUCH BUSINESS DAY, COMMENCING WITH THE FIRST DAY AFTER
THE DATE HEREOF, AND PRIOR TO 11:59 P.M. EASTERN TIME ON THE EXPIRATION DATE
(I) BY DELIVERY OF A WRITTEN NOTICE, IN THE FORM OF THE SUBSCRIPTION NOTICE
ATTACHED AS EXHIBIT A HERETO (THE "EXERCISE NOTICE"), OF SUCH HOLDER'S ELECTION