OF SUCH
HOLDER APPEARING ON THE BOOKS OF THE COMPANY). IF THE WARRANT CERTIFICATE
EVIDENCING THE UNIT WARRANTS IS EXERCISED IN FULL, THE HOLDER SHALL HAVE
SURRENDERED THE WARRANT CERTIFICATE TO THE COMPANY AND THE COMPANY SHALL HAVE
RECEIVED PAYMENT OF THE AGGREGATE EXERCISE PRICE OF THE UNITS THEREBY PURCHASED
BY WIRE TRANSFER OR CASHIER'S CHECK DRAWN ON A UNITED STATES BANK.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE HOLDER SHALL NOT BE
REQUIRED TO PHYSICALLY SURRENDER THE WARRANT CERTIFICATE TO THE COMPANY UNTIL
THE HOLDER HAS PURCHASED ALL OF THE UNITS AVAILABLE HEREUNDER AND THE WARRANT
CERTIFICATE HAS BEEN EXERCISED IN FULL.
PARTIAL EXERCISES OF THE WARRANT
CERTIFICATE RESULTING IN PURCHASES OF A PORTION OF THE TOTAL NUMBER OF THE UNITS
AVAILABLE HEREUNDER SHALL HAVE THE EFFECT OF LOWERING THE OUTSTANDING NUMBER OF
UNITS PURCHASABLE HEREUNDER IN AN AMOUNT EQUAL TO THE APPLICABLE NUMBER OF UNITS
PURCHASED.
IF ANY UNIT WARRANT SHOULD BE EXERCISED IN PART ONLY, THE COMPANY
SHALL, UPON SURRENDER OF THE WARRANT CERTIFICATES FOR CANCELLATION AND
PRESENTMENT OF THE EXERCISE FORM, EXECUTE AND DELIVER NEW A WARRANT CERTIFICATE
OR CERTIFICATES, AS THE CASE MAY BE, EVIDENCING THE RIGHTS OF THE HOLDER THEREOF
TO PURCHASE THE BALANCE OF THE SHARES PURCHASABLE THEREUNDER.
(C)
THE HOLDER SHALL, AT LEAST ONE (1) BUSINESS
DAY PRIOR TO THE DELIVERY OF THE NOTICE OF EXERCISE, DELIVER TO THE COMPANY
WRITTEN NOTICE OF ITS INTENTION TO EXERCISE, IN WHOLE OR IN PART, THE UNIT
WARRANT (THE "INTENT NOTICE").
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY,
WITHIN ONE (1) BUSINESS DAY OF RECEIPT OF THE INTENT NOTICE, THE COMPANY SHALL
FILE WITH THE STATE OF DELAWARE THE SERIES B CERTIFICATE OF DESIGNATIONS.
(D)
UPON ANY EXERCISE OF A UNIT WARRANT PURSUANT
TO SECTION 2(A), NO COMMON STOCK PURCHASE WARRANT SHALL BE ISSUED EXERCISABLE
FOR FRACTIONAL SHARES OF COMMON STOCK.
THE AGGREGATE NUMBER OF SHARES OF COMMON
STOCK ISSUED UPON EXERCISE OF SUCH COMMON STOCK PURCHASE WARRANT SHALL BE
ROUNDED DOWN TO THE NEAREST WHOLE SHARE AND ANY FRACTIONAL SHARES OF COMMON
STOCK THAT ARE NOT REQUIRED TO BE ISSUED BY REASON OF THIS SECTION 2(D) SHALL BE
CARRIED FORWARD AND SHALL BE TAKEN INTO ACCOUNT IN THE SUBSEQUENT EXERCISE OF A
UNIT WARRANT.
WHETHER OR NOT COMMON STOCK PURCHASE WARRANTS EXERCISABLE FOR
FRACTIONAL SHARES OF COMMON STOCK WOULD BE ISSUABLE UPON ANY EXERCISE OF A UNIT
WARRANT SHALL BE DETERMINED ON THE BASIS OF THE TOTAL NUMBER OF UNIT WARRANTS
BEING EXERCISED AT THE TIME AND THE AGGREGATE NUMBER OF COMMON STOCK PURCHASE
WARRANTS ISSUABLE UPON SUCH EXERCISE.
(E)
NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY, THE COMPANY SHALL NOT ISSUE TO ANY HOLDER ANY UNITS, INCLUDING
PURSUANT TO ANY RIGHTS HEREIN, INCLUDING, WITHOUT LIMITATION, ANY EXERCISE
RIGHTS, TO THE EXTENT SUCH SHARES COMPRISING SUCH UNIT, WHEN ADDED TO THE NUMBER
OF SHARES OF COMMON STOCK ISSUED (A) UPON CONVERSION OF ANY SHARES OF SERIES A
PREFERRED STOCK
AND SERIES B PREFERRED STOCK AND (B) UPON EXERCISE OF THE
COMMON STOCK PURCHASE WARRANTS ISSUED HEREUNDER