ALLEGED VIOLATION OF LAW BY THE HOLDER OR ANY
OTHER PERSON, AND IRRESPECTIVE OF ANY OTHER CIRCUMSTANCE WHICH MIGHT OTHERWISE
LIMIT SUCH OBLIGATION OF THE COMPANY TO THE HOLDER IN CONNECTION WITH THE
ISSUANCE OF WARRANT SHARES AND ADDITIONAL WARRANTS.
NOTHING HEREIN SHALL LIMIT
A HOLDER'S RIGHT TO PURSUE ANY OTHER REMEDIES AVAILABLE TO IT HEREUNDER, AT LAW
OR IN EQUITY INCLUDING, WITHOUT LIMITATION, A DECREE OF SPECIFIC PERFORMANCE
AND/OR INJUNCTIVE RELIEF WITH RESPECT TO THE COMPANY'S FAILURE TO TIMELY DELIVER
CERTIFICATES REPRESENTING SHARES OF COMMON STOCK UPON EXERCISE OF THE WARRANT
AS REQUIRED PURSUANT TO THE TERMS HEREOF.
3
6.
CHARGES, TAXES AND EXPENSES.
ISSUANCE AND DELIVERY OF
CERTIFICATES FOR SHARES OF COMMON STOCK AND ADDITIONAL WARRANTS UPON EXERCISE OF
THIS WARRANT SHALL BE MADE WITHOUT CHARGE TO THE HOLDER FOR ANY ISSUE OR
TRANSFER TAX, WITHHOLDING TAX, TRANSFER AGENT FEE OR OTHER INCIDENTAL TAX OR
EXPENSE IN RESPECT OF THE ISSUANCE OF SUCH CERTIFICATES, ALL OF WHICH TAXES AND
EXPENSES SHALL BE PAID BY THE COMPANY; PROVIDED, HOWEVER, THAT THE COMPANY SHALL
NOT BE REQUIRED TO PAY ANY TAX WHICH MAY BE PAYABLE IN RESPECT OF ANY TRANSFER
INVOLVED IN THE REGISTRATION OF ANY CERTIFICATES FOR WARRANT SHARES OR WARRANTS
IN A NAME OTHER THAN THAT OF THE HOLDER OR AN AFFILIATE THEREOF.
THE HOLDER
SHALL BE RESPONSIBLE FOR ALL OTHER TAX LIABILITY THAT MAY ARISE AS A RESULT OF
HOLDING OR TRANSFERRING THIS WARRANT OR RECEIVING WARRANT SHARES AND ADDITIONAL
WARRANTS UPON EXERCISE HEREOF.
7.
REPLACEMENT OF WARRANT.
IF THIS WARRANT IS MUTILATED, LOST,
STOLEN OR DESTROYED, THE COMPANY SHALL ISSUE OR CAUSE TO BE ISSUED IN EXCHANGE
AND SUBSTITUTION FOR AND UPON CANCELLATION HEREOF, OR IN LIEU OF AND
SUBSTITUTION FOR THIS WARRANT, A NEW WARRANT, BUT ONLY UPON RECEIPT OF EVIDENCE
REASONABLY SATISFACTORY TO THE COMPANY OF SUCH LOSS, THEFT OR DESTRUCTION AND
CUSTOMARY AND REASONABLE INDEMNITY, IF REQUESTED.
8.
RESERVATION OF WARRANT SHARES AND ADDITIONAL WARRANT SHARES.
THE
COMPANY COVENANTS THAT IT WILL AT ALL TIMES RESERVE AND KEEP AVAILABLE OUT OF
THE AGGREGATE OF ITS AUTHORIZED BUT UNISSUED AND OTHERWISE UNRESERVED COMMON
STOCK, SOLELY FOR THE PURPOSE OF ENABLING IT TO ISSUE WARRANT SHARES UPON
EXERCISE OF THIS WARRANT AND ADDITIONAL WARRANTS AS HEREIN PROVIDED OR IN THE
ADDITIONAL WARRANT SHARES UPON EXERCISE OF THE ADDITIONAL WARRANTS AS PROVIDED
IN THE ADDITIONAL WARRANTS, THE NUMBER OF WARRANT SHARES WHICH ARE THEN ISSUABLE
AND DELIVERABLE UPON THE EXERCISE OF THIS ENTIRE WARRANT AND THE NUMBER OF
ADDITIONAL WARRANT SHARES ISSUABLE AND DELIVERABLE UPON THE EXERCISE OF ANY
ADDITIONAL WARRANTS, FREE FROM PREEMPTIVE RIGHTS OR ANY OTHER CONTINGENT
PURCHASE RIGHTS OF PERSONS OTHER THAN THE HOLDER (TAKING INTO ACCOUNT THE
ADJUSTMENTS AND RESTRICTIONS OF SECTION 9).
THE COMPANY COVENANTS THAT ALL
WARRANT SHARES AND ADDITIONAL WARRANT SHARES SO ISSUABLE AND DELIVERABLE SHALL,
UPON ISSUANCE AND THE PAYMENT OF THE APPLICABLE EXERCISE PRICE IN ACCORDANCE
WITH THE TERMS HEREOF, OR THE ADDITIONAL WARRANTS, BE DULY AND VALIDLY
AUTHORIZED, ISSUED AND FULLY PAID AND NONASSESSABLE.
THE