12B-2
OF THE SECURITIES EXCHANGE ACT OF 1934), OR (IV) TO ANY ENTITY OR PERSON
OTHERWISE RELATED ORGANIZATIONALLY TO A HOLDER; OR (V) TO A LENDER OR A LENDER
PARTICIPANT OF SUCH HOLDER, OR TO A LENDER OR A LENDER PARTICIPANT OF AN
AFFILIATE OF SUCH HOLDER.
THE COMPANY WILL RECORD SUCH TRANSFER ON ITS BOOKS
MAINTAINED FOR SUCH PURPOSE AT THE PRINCIPAL OFFICE OF THE COMPANY REFERRED TO
ABOVE, UPON DELIVERY OF THE FORM OF ASSIGNMENT ATTACHED HERETO AS EXHIBIT B (THE
"ASSIGNMENT"), DULY EXECUTED BY THE HOLDER, SURRENDER OF THIS WARRANT PROPERLY
ENDORSED AT THE PRINCIPAL OFFICE OF THE COMPANY AND PAYMENT OF ANY NECESSARY
TRANSFER TAX OR OTHER GOVERNMENTAL CHARGE IMPOSED UPON SUCH TRANSFER.
NO
TRANSFER MAY BE MADE UNTIL AND UNLESS SUCH TRANSFEREE ACKNOWLEDGES AND AGREES TO
THE PROVISIONS SET FORTH IN SECTION 11 HEREIN.
UPON ANY PARTIAL TRANSFER, THE
COMPANY WILL ISSUE AND DELIVER TO THE HOLDER A NEW WARRANT OR WARRANTS WITH
RESPECT TO THE PORTION OF THIS WARRANT NOT SO TRANSFERRED.
EACH TAKER AND
HOLDER OF THIS WARRANT, BY TAKING OR HOLDING THE SAME, CONSENTS AND AGREES THAT
WHEN THIS WARRANT SHALL HAVE BEEN SO ENDORSED, THE PERSON IN POSSESSION OF THIS
WARRANT MAY BE TREATED BY THE COMPANY, AND ALL OTHER PERSONS DEALING WITH THIS
WARRANT, AS THE ABSOLUTE OWNER HEREOF FOR ANY PURPOSE AND AS THE PERSON ENTITLED
TO EXERCISE THE RIGHTS REPRESENTED HEREBY, ANY NOTICE TO THE CONTRARY
NOTWITHSTANDING; PROVIDED, HOWEVER THAT UNTIL A TRANSFER OF THIS WARRANT IS DULY
REGISTERED ON THE BOOKS OF THE COMPANY, THE COMPANY MAY TREAT THE HOLDER IN
WHOSE NAME THE WARRANT IS REGISTERED ON THE BOOKS AND RECORDS MAINTAINED BY THE
COMPANY AS THE OWNER FOR ALL PURPOSES.
10.
REGISTRATION RIGHTS AND OBLIGATIONS.
10.1.
CERTAIN DEFINITIONS.
FOR PURPOSES OF THIS SECTION 10.1:
(A)
OFFERING.
THE TERM "OFFERING" WITH RESPECT TO ANY OF THE
COMPANY'S COMMON STOCK MEANS THE REGISTRATION OF SUCH COMMON STOCK, WHETHER
UNDERWRITTEN OR NOT, FOR SALE TO THE PUBLIC.
(B)
PERSON.
THE TERM "PERSON" MEANS A CORPORATION, AN ASSOCIATION, A
TRUST, A PARTNERSHIP, A JOINT VENTURE, AN ORGANIZATION, A BUSINESS, A LIMITED
LIABILITY COMPANY, AN INDIVIDUAL, A GOVERNMENT OR POLITICAL SUBDIVISION THEREOF
OR A GOVERNMENTAL BODY.
(C)
REGISTRATION.
THE TERMS "REGISTER," "REGISTERED" AND
"REGISTRATION" REFER TO A REGISTRATION EFFECTED BY PREPARING AND FILING A
REGISTRATION STATEMENT IN COMPLIANCE WITH THE ACT, AS AMENDED (THE "SECURITIES
ACT"), AND THE DECLARATION OR ORDERING OF EFFECTIVENESS OF SUCH REGISTRATION
STATEMENT.
(D)
REGISTRABLE SECURITIES.
THE TERM "REGISTRABLE SECURITIES" MEANS
(I) THE SHARES OF COMMON STOCK (THE "SHARES") THAT ARE ISSUABLE TO THE HOLDER
UPON EXERCISE OF THE WARRANT, AND (II) ANY SHARES OF THE COMPANY'S COMMON STOCK
THAT MAY BE ISSUED AS A DIVIDEND OR OTHER DISTRIBUTION (INCLUDING SHARES OF THE
COMPANY'S COMMON STOCK ISSUED IN A SUBDIVISION AND SPLIT OF
7
the Company's outstanding Common Stock) with respect to, or in exchange for, or
in replacement of, shares of the Company's Common Stock described in clauses (i)
or (ii) of this Section