DEALING WITH THIS WARRANT,
AS THE ABSOLUTE OWNER HEREOF FOR ANY PURPOSE AND AS THE PERSON ENTITLED TO
EXERCISE THE RIGHTS REPRESENTED HEREBY, ANY NOTICE TO THE CONTRARY
NOTWITHSTANDING; PROVIDED, HOWEVER THAT UNTIL A TRANSFER OF THIS WARRANT IS DULY
REGISTERED ON THE BOOKS OF THE COMPANY, THE COMPANY MAY TREAT THE REGISTERED
HOLDER HEREOF AS THE OWNER FOR ALL PURPOSES.
8.
RESTRICTIONS ON TRANSFER.
THE HOLDER, BY ACCEPTANCE HEREOF,
AGREES THAT, ABSENT AN EFFECTIVE REGISTRATION STATEMENT FILED WITH THE UNITED
STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"), COVERING THE DISPOSITION OR SALE OF THIS WARRANT OR
THE COMMON STOCK ISSUED OR ISSUABLE UPON EXERCISE HEREOF, AS THE CASE MAY BE,
AND REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS, SUCH
HOLDER WILL NOT SELL, TRANSFER, PLEDGE, OR HYPOTHECATE ANY OR ALL SUCH WARRANT
OR COMMON STOCK, AS THE CASE MAY BE, UNLESS EITHER (A) THE COMPANY HAS RECEIVED
AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, TO THE
EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED IN CONNECTION WITH SUCH
DISPOSITION OR (B) THE SALE OF SUCH SECURITIES IS MADE PURSUANT TO RULE 144
UNDER THE 1933 ACT.
9.
COMPLIANCE WITH SECURITIES LAWS.
BY ACCEPTANCE OF THIS WARRANT,
THE HOLDER HEREBY REPRESENTS, WARRANTS AND COVENANTS THAT ANY SHARES OF STOCK
ACQUIRED UPON EXERCISE OF THIS WARRANT 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 IS AN ACCREDITED INVESTOR AS DEFINED IN RULE
501(A) OF REGULATION D PROMULGATED UNDER THE 1933 ACT; THAT THE HOLDER
UNDERSTANDS THAT THE SHARES OF STOCK ACQUIRED PURSUANT TO THE EXERCISE OF THIS
WARRANT WILL NOT BE REGISTERED UNDER THE 1933 ACT (UNLESS OTHERWISE REQUIRED
PURSUANT TO EXERCISE BY THE HOLDER OF THE REGISTRATION RIGHTS, IF ANY,
PREVIOUSLY GRANTED TO THE REGISTERED HOLDER) AND WILL BE "RESTRICTED SECURITIES"
WITHIN THE MEANING OF RULE 144 UNDER THE 1933 ACT AND THAT THE EXEMPTION FROM
REGISTRATION UNDER RULE 144 WILL NOT BE AVAILABLE FOR AT LEAST ONE YEAR FROM THE
DATE OF EXERCISE OF THIS WARRANT 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 MAY HAVE AFFIXED
THERETO A LEGEND SUBSTANTIALLY IN THE FOLLOWING FORM:
THE SECURITIES REPRESENTED HEREBY HAVE NOT