AGREES THAT THE SHARES OF COMMON STOCK PURCHASED UPON EXERCISE OF THIS WARRANT
SHALL BE DEEMED TO BE ISSUED TO THE HOLDER AS THE RECORD OWNER OF SUCH SHARES AS
OF THE CLOSE OF BUSINESS ON THE DATE ON WHICH THIS WARRANT SHALL HAVE BEEN
SURRENDERED AND PAYMENT MADE FOR SUCH SHARES IN ACCORDANCE HEREWITH.
AS SOON AS
PRACTICABLE AFTER THE EXERCISE OF THIS WARRANT IN FULL OR IN PART, AND IN ANY
EVENT WITHIN THREE (3) BUSINESS DAYS THEREAFTER, THE COMPANY AT ITS EXPENSE
(INCLUDING THE PAYMENT BY IT OF ANY APPLICABLE ISSUE TAXES) WILL CAUSE TO BE
ISSUED IN THE NAME OF AND DELIVERED TO THE HOLDER, OR AS SUCH HOLDER (UPON
PAYMENT BY SUCH HOLDER OF ANY APPLICABLE TRANSFER TAXES) MAY DIRECT IN
COMPLIANCE WITH APPLICABLE SECURITIES LAWS, A CERTIFICATE OR CERTIFICATES FOR
THE NUMBER OF DULY AND VALIDLY ISSUED, FULLY PAID AND NONASSESSABLE SHARES OF
COMMON STOCK (OR OTHER SECURITIES) TO WHICH SUCH HOLDER SHALL BE ENTITLED ON
SUCH EXERCISE, PLUS, IN LIEU OF ANY FRACTIONAL SHARE TO WHICH SUCH HOLDER WOULD
OTHERWISE BE ENTITLED, CASH EQUAL TO SUCH FRACTION MULTIPLIED BY THE THEN FAIR
MARKET VALUE OF ONE FULL SHARE, TOGETHER WITH ANY OTHER STOCK OR OTHER
SECURITIES AND PROPERTY (INCLUDING CASH, WHERE APPLICABLE) TO WHICH SUCH HOLDER
IS ENTITLED UPON SUCH EXERCISE PURSUANT TO SECTION 1 OR OTHERWISE.
2.2
EXERCISE.
(A)
SUBJECT TO SUBSECTION (B) BELOW, PAYMENT SHALL BE MADE IN CASH OR
BY CERTIFIED OR OFFICIAL BANK CHECK PAYABLE TO THE ORDER OF THE COMPANY EQUAL TO
THE APPLICABLE AGGREGATE EXERCISE PRICE FOR THE NUMBER OF COMMON SHARES
SPECIFIED IN SUCH EXERCISE NOTICE (AS SUCH EXERCISE NUMBER SHALL BE ADJUSTED TO
REFLECT ANY ADJUSTMENT IN THE TOTAL NUMBER OF SHARES OF COMMON STOCK ISSUABLE TO
THE HOLDER PER THE TERMS OF THIS WARRANT) AND THE HOLDER SHALL THEREUPON BE
ENTITLED TO RECEIVE THE NUMBER OF DULY AUTHORIZED, VALIDLY ISSUED, FULLY-PAID
AND NON-ASSESSABLE SHARES OF COMMON STOCK (OR OTHER SECURITIES) DETERMINED AS
PROVIDED HEREIN.
(B)
NOTWITHSTANDING ANY PROVISIONS HEREIN TO THE CONTRARY, IN THE
EVENT THERE IS NO EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THE SHARES
ISSUABLE UPON EXERCISE OF THIS WARRANT OR AN EVENT OF DEFAULT (AS SUCH TERM IS
DEFINED IN THE SECURITY AGREEMENT) HAS OCCURRED AND IS CONTINUING, IF THE FAIR
MARKET VALUE OF ONE SHARE OF COMMON STOCK IS GREATER THAN THE EXERCISE PRICE (AT
THE DATE OF CALCULATION AS SET FORTH BELOW), IN LIEU OF EXERCISING THIS WARRANT
FOR CASH, THE HOLDER MAY ELECT TO RECEIVE SHARES EQUAL TO THE VALUE (AS
DETERMINED BELOW) OF THIS WARRANT (OR THE PORTION THEREOF BEING EXERCISED) BY
SURRENDER OF THIS WARRANT AT THE PRINCIPAL OFFICE OF THE COMPANY TOGETHER WITH
THE PROPERLY ENDORSED EXERCISE NOTICE IN WHICH EVENT THE COMPANY SHALL ISSUE TO
THE HOLDER A NUMBER OF SHARES OF COMMON STOCK COMPUTED USING THE FOLLOWING
FORMULA:
4
X=Y
(A-B)
A
Where X =
the number of shares of Common Stock to be issued to the Holder
Y =
the number