PAY ALL TRANSFER, STAMP AND
OTHER SIMILAR TAXES THAT MAY BE IMPOSED IN RESPECT OF THE ISSUANCE OR DELIVERY
OF THE WARRANTS OR IN RESPECT OF THE ISSUANCE OR DELIVERY BY THE COMPANY OF ANY
SECURITIES UPON EXERCISE OF THE WARRANTS WITH RESPECT THERETO. THE COMPANY SHALL
NOT BE REQUIRED, HOWEVER, TO PAY ANY TAX OR OTHER CHARGE IMPOSED IN CONNECTION
WITH ANY TRANSFER INVOLVED IN THE ISSUE OF ANY WARRANTS, CERTIFICATE FOR SHARES
OF COMMON STOCK OR OTHER SECURITIES UNDERLYING THE WARRANTS OR PAYMENT OF CASH
TO ANY PERSON OTHER THAN THE HOLDER OF A WARRANT CERTIFICATE SURRENDERED UPON
THE EXERCISE OR PURCHASE OF A WARRANT, AND IN CASE OF SUCH TRANSFER OR PAYMENT,
THE WARRANT AGENT AND THE COMPANY SHALL NOT BE REQUIRED TO ISSUE ANY SECURITY OR
TO PAY ANY CASH UNTIL SUCH TAX OR CHARGE HAS BEEN PAID OR IT HAS BEEN
ESTABLISHED TO THE WARRANT AGENT'S AND THE COMPANY'S SATISFACTION THAT NO SUCH
TAX OR OTHER CHARGE IS DUE.
THE COMPANY AND EACH INITIAL INVESTOR AGREE THAT
NEITHER THE ISSUANCE NOR EXERCISE OF THE WARRANTS IS GOVERNED BY
SECTION 83(A) OF THE CODE OR OTHERWISE A COMPENSATORY TRANSACTION, AND THE
COMPANY AGREES THAT IT WILL NOT DEDUCT ANY AMOUNT AS COMPENSATION IN CONNECTION
WITH SUCH ISSUANCE OR EXERCISE FOR FEDERAL INCOME TAX PURPOSE. THE COMPANY AND
EACH INITIAL INVESTOR AGREE THAT FOR FEDERAL INCOME TAX PURPOSES, THE WARRANTS
HAVE BEEN GRANTED AS AN OPTION PREMIUM IN EXCHANGE FOR EACH INITIAL INVESTOR
AGREEING, AT THE OPTION OF THE COMPANY, TO MAKE THE EQUITY INVESTMENT DESCRIBED
IN THE INVESTMENT AGREEMENT OR STOCK PURCHASE AGREEMENTS, AS APPLICABLE.
12.3
SURRENDER OF CERTIFICATES.
ANY WARRANT CERTIFICATE SURRENDERED FOR
EXERCISE OR PURCHASE SHALL, IF SURRENDERED TO THE COMPANY, BE DELIVERED TO THE
WARRANT AGENT, AND ALL WARRANT CERTIFICATES SURRENDERED OR SO DELIVERED TO THE
WARRANT AGENT SHALL BE PROMPTLY CANCELLED BY THE WARRANT AGENT AND SHALL NOT BE
REISSUED BY THE COMPANY. THE WARRANT AGENT SHALL DESTROY SUCH CANCELLED WARRANT
CERTIFICATES.
12.4
MUTILATED, DESTROYED, LOST AND STOLEN WARRANT CERTIFICATES.
IF
(A) ANY MUTILATED WARRANT CERTIFICATE IS SURRENDERED TO THE WARRANT AGENT OR
(B) THE COMPANY AND THE WARRANT AGENT RECEIVE EVIDENCE TO THEIR SATISFACTION OF
THE DESTRUCTION, LOSS OR THEFT OF ANY WARRANT CERTIFICATE, AND THERE IS
DELIVERED TO THE COMPANY AND THE WARRANT AGENT SUCH APPROPRIATE AFFIDAVIT OF
LOSS, APPLICABLE PROCESSING FEE AND A CORPORATE BOND OF INDEMNITY AS MAY BE
REQUIRED BY THEM AND SATISFACTORY TO THEM TO SAVE EACH OF THEM HARMLESS, THEN,
IN THE ABSENCE OF NOTICE TO THE COMPANY OR THE WARRANT AGENT THAT SUCH WARRANT
CERTIFICATE HAS BEEN ACQUIRED BY A BONA FIDE PURCHASER, THE COMPANY SHALL
EXECUTE AND UPON ITS WRITTEN REQUEST THE WARRANT AGENT SHALL COUNTERSIGN AND
DELIVER, IN EXCHANGE FOR ANY SUCH MUTILATED WARRANT CERTIFICATE OR IN LIEU OF
ANY SUCH DESTROYED, LOST OR STOLEN WARRANT CERTIFICATE, A NEW WARRANT
CERTIFICATE OF LIKE TENOR AND FOR A LIKE AGGREGATE NUMBER OF WARRANTS.
Upon the issuance of any new Warrant Certificate under this