CERTIFICATES FOR WARRANT SHARES SHALL BE ISSUABLE UPON SUCH EXERCISE AS PROVIDED
IN SECTION 2.3 BELOW SHALL BE DEEMED TO HAVE BECOME THE HOLDER OR HOLDERS OF
RECORD OF THE WARRANT SHARES REPRESENTED BY SUCH CERTIFICATES.
2.3
WITHIN FIVE BUSINESS DAYS AFTER THE EXERCISE
OF THE PURCHASE RIGHT REPRESENTED BY THIS WARRANT, THE COMPANY AT ITS EXPENSE
WILL USE ITS REASONABLE BEST EFFORTS TO CAUSE TO BE ISSUED IN THE NAME OF, AND
DELIVERED TO, THE WARRANT HOLDER, OR, SUBJECT TO THE TERMS AND CONDITIONS
HEREOF, TO SUCH OTHER INDIVIDUAL OR ENTITY AS SUCH WARRANT HOLDER (UPON PAYMENT
BY SUCH WARRANT HOLDER OF ANY APPLICABLE TRANSFER TAXES) MAY DIRECT:
(A)
A CERTIFICATE OR CERTIFICATES FOR THE
NUMBER OF FULL WARRANT SHARES TO WHICH SUCH WARRANT HOLDER SHALL BE ENTITLED
UPON SUCH EXERCISE PLUS, IN LIEU OF ANY FRACTIONAL SHARE TO WHICH SUCH WARRANT
HOLDER WOULD OTHERWISE BE ENTITLED, CASH IN AN AMOUNT DETERMINED PURSUANT TO
SECTION 2.4 HEREOF, AND
(B)
IN CASE SUCH EXERCISE IS IN PART ONLY, A NEW
WARRANT OR WARRANTS (DATED THE DATE HEREOF) OF LIKE TENOR, STATING ON THE FACE
OR FACES THEREOF THE NUMBER OF SHARES CURRENTLY STATED ON THE FACE OF THIS
WARRANT MINUS THE NUMBER OF SUCH SHARES PURCHASED BY THE WARRANT HOLDER UPON
SUCH EXERCISE AS PROVIDED IN SECTION 2.2 (IN EACH CASE PRIOR TO ANY ADJUSTMENTS
MADE THERETO PURSUANT TO THE PROVISIONS OF THIS WARRANT).
2.4
THE COMPANY SHALL NOT BE REQUIRED UPON THE
EXERCISE OF THIS WARRANT TO ISSUE ANY FRACTIONAL SHARES, BUT SHALL MAKE AN
ADJUSTMENT THEREOF IN CASH ON THE BASIS OF THE "LAST SALE PRICE" (AS DEFINED
BELOW) OF THE COMPANY'S COMMON STOCK ON THE TRADING DAY IMMEDIATELY PRIOR TO THE
DATE OF EXERCISE.
FOR PURPOSES OF THIS SECTION 2.4, "LAST SALE PRICE" SHALL
MEAN (I) IF THE COMMON STOCK IS LISTED ON AN EXCHANGE OR QUOTED ON THE NASDAQ
MARKETS OR NASD OTC BULLETIN BOARD (OR SUCCESSOR SUCH AS THE BULLETIN BOARD
EXCHANGE), THE LAST SALE PRICE OF THE COMMON STOCK IN THE PRINCIPAL TRADING
MARKET FOR THE COMMON STOCK AS REPORTED BY THE EXCHANGE, NASDAQ OR THE NASD, AS
THE CASE MAY BE; (II) IF THE COMMON STOCK IS NOT LISTED ON AN
2
EXCHANGE OR QUOTED ON THE NASDAQ MARKETS, OR THE NASD OTC BULLETIN BOARD (OR
SUCCESSOR SUCH AS THE BULLETIN BOARD EXCHANGE), BUT IS TRADED IN THE
OVER-THE-COUNTER MARKET, THE CLOSING BID PRICE FOR THE COMMON STOCK ON THE LAST
TRADING DAY PRECEDING THE DATE IN QUESTION FOR WHICH SUCH QUOTATIONS ARE
REPORTED BY THE PINK SHEETS, LLC OR SIMILAR PUBLISHER OF SUCH QUOTATIONS; AND
(III) IF THE FAIR MARKET VALUE OF THE COMMON STOCK CANNOT BE DETERMINED PURSUANT
TO CLAUSE (I) OR (II) ABOVE, SUCH PRICE AS THE BOARD OF DIRECTORS OF THE COMPANY
SHALL DETERMINE, IN GOOD FAITH, IN THE BOARD'S SOLE DISCRETION.
3.
REGISTRATION AND TRANSFER ON COMPANY
BOOKS.
3.1
THE COMPANY (OR AN AGENT OF THE COMPANY)
WILL MAINTAIN A REGISTER CONTAINING THE NAMES AND ADDRESSES OF