COMMON STOCK TO DELIVER IN SATISFACTION OF A SALE BY THE
HOLDER OF THE SHARES WHICH THE HOLDER ANTICIPATED RECEIVING UPON SUCH EXERCISE
(A "BUY-IN"), THEN THE COMPANY SHALL PROMPTLY HONOR ITS OBLIGATION TO DELIVER TO
THE HOLDER
2
SUCH WARRANT SHARES AND PAY IN CASH TO THE HOLDER THE AMOUNT BY WHICH (X) THE
HOLDER'S TOTAL PURCHASE PRICE (INCLUDING BROKERAGE COMMISSIONS, IF ANY) FOR THE
SHARES OF COMMON STOCK SO PURCHASED EXCEEDS (Y) THE AMOUNT OBTAINED BY
MULTIPLYING (A) THE NUMBER OF SHARES THAT THE COMPANY WAS REQUIRED TO DELIVER TO
THE HOLDER IN CONNECTION WITH THE EXERCISE AT ISSUE TIMES (B) THE CLOSING PRICE
PER SHARE ON DATE OF EXERCISE.
THE HOLDER SHALL PROVIDE THE COMPANY WRITTEN
NOTICE INDICATING THE AMOUNTS PAYABLE TO THE HOLDER IN RESPECT OF THE BUY-IN,
TOGETHER WITH APPLICABLE CONFIRMATIONS AND OTHER EVIDENCE REASONABLY REQUESTED
BY THE COMPANY.
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.
(C)
NOTWITHSTANDING ANYTHING TO THE CONTRARY
SET FORTH HEREIN, UPON PARTIAL EXERCISE OF THIS WARRANT IN ACCORDANCE WITH THE
TERMS HEREOF, THE HOLDER SHALL NOT BE REQUIRED TO PHYSICALLY SURRENDER THIS
WARRANT TO THE COMPANY UNLESS SUCH HOLDER IS PURCHASING THE FULL AMOUNT OF
WARRANT SHARES THEN REPRESENTED BY THIS WARRANT.
THE HOLDER AND THE COMPANY
SHALL MAINTAIN RECORDS SHOWING THE NUMBER OF WARRANT SHARES SO PURCHASED
HEREUNDER AND THE DATES OF SUCH PURCHASES OR SHALL USE SUCH OTHER METHOD,
REASONABLY SATISFACTORY TO THE HOLDER AND THE COMPANY, SO AS NOT TO REQUIRE
PHYSICAL SURRENDER OF THIS WARRANT UPON EACH SUCH EXERCISE.
THE REQUIREMENT OF
PHYSICAL SURRENDER UPON FULL EXERCISE SHALL BE SATISFIED BY THE HOLDER MAILING,
POSTAGE PREPAID, OR ARRANGING FOR DELIVERY BY COMMERCIAL COURIER THIS WARRANT TO
THE COMPANY'S NOTICE ADDRESS.
(D)
THIS WARRANT MAY ALSO BE EXERCISED AT SUCH
TIME BY MEANS OF A "CASHLESS EXERCISE" IN WHICH THE HOLDER SHALL BE ENTITLED TO
RECEIVE A CERTIFICATE FOR THE NUMBER OF WARRANT SHARES EQUAL TO THE QUOTIENT
OBTAINED BY DIVIDING ((A-B) (X)) BY (A), WHERE:
(A)
= the last reported sale price of the Common
Stock on the business day immediately preceding the date of such election or, if
not reported, the fair market value of such Common Stock as reasonably
determined by the Company's Board of Directors;
(B)
= the Exercise Price, as adjusted; and (X) =
the number of Warrant Shares with respect to which this Warrant is being
exercised.
3
4.
NO FRACTIONAL SHARES OR SCRIP.
NO
FRACTIONAL SHARES OR SCRIP REPRESENTING FRACTIONAL SHARES SHALL BE ISSUED UPON
THE EXERCISE OF THIS WARRANT.
AS TO ANY FRACTION OF A SHARE WHICH HOLDER WOULD
OTHERWISE BE ENTITLED TO PURCHASE UPON SUCH EXERCISE, THE COMPANY SHALL PAY A
CASH ADJUSTMENT IN