upon surrender of this Warrant, duly endorsed,
to the office or agency of the Company described in Section 3. All expenses
(other than stock transfer taxes) and other charges payable in connection with
the preparation, execution and delivery of the new warrants pursuant to this
Section 8 shall be paid by the Company.
(B)
The transfer of the Warrant and the Shares
issued upon exercise of the Warrant are subject to the restrictions set forth in
Section 4.4 of the Purchase Agreement. If and for so long as required by the
Purchase Agreement, this Warrant shall contain the legends as set forth in
Sections 4.2(a) and 4.2(b) of the Purchase Agreement.
9.
EXCHANGE AND REGISTRY OF WARRANT. THIS
WARRANT IS EXCHANGEABLE, UPON THE SURRENDER HEREOF BY THE WARRANTHOLDER TO THE
COMPANY, FOR A NEW WARRANT OR WARRANTS OF LIKE TENOR AND REPRESENTING THE RIGHT
TO PURCHASE THE SAME AGGREGATE NUMBER OF SHARES. THE COMPANY SHALL MAINTAIN A
REGISTRY SHOWING THE NAME AND ADDRESS OF THE WARRANTHOLDER AS THE REGISTERED
HOLDER OF THIS WARRANT. THIS WARRANT MAY BE SURRENDERED FOR EXCHANGE OR EXERCISE
IN ACCORDANCE WITH ITS TERMS, AT THE OFFICE OF THE COMPANY, AND THE COMPANY
SHALL BE ENTITLED TO RELY IN ALL RESPECTS, PRIOR TO WRITTEN NOTICE TO THE
CONTRARY, UPON SUCH REGISTRY.
10.
LOSS, THEFT, DESTRUCTION OR MUTILATION OF
WARRANT. UPON RECEIPT BY THE COMPANY OF EVIDENCE REASONABLY SATISFACTORY TO IT
OF THE LOSS, THEFT, DESTRUCTION OR MUTILATION OF THIS WARRANT, AND IN THE CASE
OF ANY SUCH LOSS, THEFT OR DESTRUCTION, UPON RECEIPT OF A BOND, INDEMNITY OR
SECURITY REASONABLY SATISFACTORY TO THE COMPANY, OR, IN THE CASE OF ANY SUCH
MUTILATION, UPON SURRENDER AND CANCELLATION OF THIS WARRANT, THE COMPANY SHALL
MAKE AND DELIVER, IN LIEU OF SUCH LOST, STOLEN, DESTROYED OR MUTILATED WARRANT,
A NEW WARRANT OF LIKE TENOR AND REPRESENTING THE RIGHT TO PURCHASE THE SAME
AGGREGATE NUMBER OF SHARES AS PROVIDED FOR IN SUCH LOST, STOLEN, DESTROYED OR
MUTILATED WARRANT.
11.
SATURDAYS, SUNDAYS, HOLIDAYS, ETC. IF THE
LAST OR APPOINTED DAY FOR THE TAKING OF ANY ACTION OR THE EXPIRATION OF ANY
RIGHT REQUIRED OR GRANTED HEREIN SHALL NOT BE A BUSINESS DAY, THEN SUCH ACTION
MAY BE TAKEN OR SUCH RIGHT MAY BE EXERCISED ON THE NEXT SUCCEEDING DAY THAT IS A
BUSINESS DAY.
12.
RULE 144 INFORMATION. THE COMPANY COVENANTS
THAT IT WILL USE ITS REASONABLE BEST EFFORTS TO TIMELY FILE ALL REPORTS AND
OTHER DOCUMENTS REQUIRED TO BE FILED BY IT UNDER THE SECURITIES ACT AND THE
EXCHANGE ACT AND THE RULES AND REGULATIONS PROMULGATED BY THE SEC THEREUNDER
(OR, IF THE COMPANY IS NOT REQUIRED TO FILE SUCH REPORTS, IT WILL, UPON THE
REQUEST OF ANY
7
WARRANTHOLDER, MAKE PUBLICLY AVAILABLE SUCH INFORMATION AS NECESSARY TO PERMIT
SALES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT), AND IT WILL USE REASONABLE
BEST EFFORTS TO TAKE SUCH FURTHER ACTION AS ANY WARRANTHOLDER MAY REASONABLY
REQUEST, IN EACH CASE TO THE EXTENT REQUIRED FROM TIME TO TIME TO ENABLE SUCH