WARRANT.
AS TO ANY FRACTION OF A SHARE THAT THE HOLDER WOULD OTHERWISE
BE ENTITLED TO PURCHASE UPON SUCH EXERCISE, THE COMPANY SHALL PAY A CASH
ADJUSTMENT IN RESPECT OF SUCH FINAL FRACTION IN AN AMOUNT EQUAL TO SUCH FRACTION
MULTIPLIED BY THE EXERCISE PRICE.
(V)
CHARGES, TAXES AND EXPENSES.
ISSUANCE OF
CERTIFICATES FOR WARRANT SHARES SHALL BE MADE WITHOUT CHARGE TO THE HOLDER FOR
ANY ISSUE OR TRANSFER TAX OR OTHER INCIDENTAL EXPENSE IN RESPECT OF THE ISSUANCE
OF SUCH CERTIFICATE, ALL OF WHICH TAXES AND EXPENSES SHALL BE PAID BY THE
COMPANY, AND SUCH CERTIFICATES SHALL BE ISSUED IN THE NAME OF THE HOLDER.
(VI)
CLOSING OF BOOKS.
THE COMPANY WILL NOT CLOSE
ITS STOCKHOLDER BOOKS OR RECORDS IN ANY MANNER THAT PREVENTS THE TIMELY EXERCISE
OF THIS WARRANT PURSUANT TO THE TERMS HEREOF.
(D)
MAXIMUM EXERCISE.
THE HOLDER SHALL NOT BE
ENTITLED TO EXERCISE THE WARRANT FOR ANY AMOUNT OF WARRANT SHARES THAT, IF
ISSUED, WOULD RESULT ON ANY SUCH EXERCISE DATE IN THE AGGREGATE NUMBER OF SHARES
THAT THE HOLDER WOULD OTHERWISE RECEIVE PURSUANT TO THE EXERCISE OF THE WARRANT,
TOGETHER WITH THE 3,733,334 SHARES OF COMMON STOCK THE HOLDER PURCHASED PURSUANT
TO THE SECURITIES PURCHASE AGREEMENT, DATED SEPTEMBER 30, 2008, BETWEEN THE
COMPANY AND THE HOLDER (THE "SECURITIES PURCHASE AGREEMENT"), AND ANY OTHER
SHARES BENEFICIALLY OWNED BY PBL, KELISIA HOLDINGS LTD. AND ANY HOLDER OF
WARRANT SHARES OR SHARES OF COMMON STOCK ISSUED PURSUANT TO THE SECURITIES
PURCHASE AGREEMENT, AND OF THEIR RESPECTIVE OFFICERS, DIRECTORS AND AFFILIATES,
EQUALING OR EXCEEDING TWENTY PERCENT (20%) OF THE NUMBER OF SHARES OF COMMON
STOCK OUTSTANDING ON THE DATE OF THE SECURITIES PURCHASE AGREEMENT OR ON SUCH
EXERCISE DATE.
SECTION 3.
CERTAIN ADJUSTMENTS.
(A)
STOCK DIVIDENDS AND SPLITS.
IF THE
COMPANY, AT ANY TIME WHILE THIS WARRANT IS OUTSTANDING, (I) PAYS A STOCK
DIVIDEND OR OTHERWISE MAKES A DISTRIBUTION OR DISTRIBUTIONS ON SHARES OF ITS
COMMON STOCK OR ANY OTHER EQUITY OR EQUITY EQUIVALENT SECURITIES PAYABLE IN
SHARES OF COMMON STOCK (WHICH, FOR AVOIDANCE OF DOUBT, SHALL NOT INCLUDE ANY
SHARES OF COMMON STOCK ISSUED BY THE COMPANY PURSUANT TO THIS WARRANT),
(II) SUBDIVIDES OUTSTANDING SHARES OF COMMON STOCK INTO A LARGER NUMBER OF
SHARES, (III) COMBINES (INCLUDING BY WAY OF REVERSE STOCK SPLIT) OUTSTANDING
SHARES OF COMMON STOCK INTO A SMALLER NUMBER OF SHARES OR (IV) ISSUES, BY
RECLASSIFICATION OF SHARES OF THE COMMON STOCK, ANY SHARES OF CAPITAL STOCK OF
THE COMPANY, THEN, IN EACH CASE, THE EXERCISE PRICE SHALL BE ADJUSTED BY
MULTIPLYING THE EXERCISE PRICE IMMEDIATELY PRIOR TO SUCH ADJUSTMENT BY A
FRACTION THE NUMERATOR OF WHICH SHALL BE THE NUMBER OF SHARES OF COMMON STOCK
(EXCLUDING TREASURY SHARES, IF ANY) OUTSTANDING IMMEDIATELY BEFORE SUCH EVENT
AND THE DENOMINATOR OF WHICH SHALL BE THE NUMBER OF SHARES OF COMMON STOCK
OUTSTANDING IMMEDIATELY AFTER SUCH EVENT, AND THE NUMBER OF SHARES ISSUABLE UPON
EXERCISE OF THIS WARRANT SHALL BE PROPORTIONATELY ADJUSTED.
ANY ADJUSTMENT MADE
PURSUANT TO THIS SECTION 3(A) SHALL BECOME EFFECTIVE IMMEDIATELY AFTER THE
RECORD