Page 48 of 67 SEC Filing
2.
Transfers. This Warrant is not transferrable or assignable by the Warrantholder.
3.
Exercise of Warrant. Subject to the provisions hereof, the Warrantholder may exercise this Warrant in whole or in
part at any time prior to its expiration upon surrender of this Warrant, together with delivery of the duly executed Warrant exercise
form attached hereto as Appendix A (the “Exercise Agreement”) and payment by cash, certified check or
wire transfer of funds for the aggregate Warrant Price for that number of Warrant Shares then being purchased, to the Company during
normal business hours on any Business Day at the Company’s principal executive offices (or such other office or agency of
the Company as it may designate by notice to the Warrantholder). The Warrant Shares so purchased shall be deemed to be issued to
the Warrantholder, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have
been surrendered (or evidence of loss, theft or destruction thereof and security or indemnity satisfactory to the Company), the
aggregate Warrant Price shall have been paid and the completed Exercise Agreement shall have been delivered. Certificates for the
Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered
to the Warrantholder within a reasonable time, not exceeding five Business Days after the Warrantholder has delivered all documents
reasonably requested by the Company’s transfer agent and its counsel, after this Warrant shall have been so exercised. The
certificates so delivered shall be in such denominations as may be requested by the Warrantholder and shall be registered in the
name of the Warrantholder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company
shall, at its expense, at the time of delivery of such certificates, deliver to the Warrantholder a new Warrant representing the
number of shares with respect to which this Warrant shall not then have been exercised. Each exercise hereof shall constitute the
re-affirmation by the Warrantholder that the representations and warranties contained in Section 5 of the Purchase Agreement are
true and correct in all material respects with respect to the Warrantholder as of the time of such exercise. The Company shall
cause any certificates evidencing the Warrant Shares to include the legends required by Section 5.7 and Section 5.12(b) of the
Purchase Agreement.
4.
Compliance with the Securities Act of 1933. Except as provided in the Purchase Agreement, the Company may cause the
legend set forth on the first page of this Warrant to be set forth on each Warrant or similar legend on any security issued or
issuable upon exercise of this Warrant, unless counsel for the Company is of the opinion as to any such security that such legend
is unnecessary.
5.
Payment of Taxes. The Company will pay any documentary stamp taxes attributable to the initial issuance of the Warrant
Shares issuable upon the exercise of the Warrant; provided, however, that the Company shall not be required to pay any tax
or taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificates for the Warrant
Shares in a name other than that of the Warrantholder in respect of which such shares are issued, and in such case, the Company
shall not be required to issue or deliver any certificate for the Warrant Shares or any Warrant until the person requesting the
same has paid to the Company the amount of such tax or has established to the Company’s reasonable satisfaction that such
tax has been paid. The Warrantholder shall be responsible for income taxes due under federal, state or other law, if any such tax
is due.
6. Mutilated
or Missing Warrants. In case this Warrant shall be mutilated, lost, stolen, or destroyed, the Company shall issue in
exchange and substitution of and upon cancellation of the mutilated Warrant, or in lieu of and substitution for the Warrant
lost, stolen or destroyed, a new Warrant of like tenor and for the purchase of a like number of the Warrant Shares, but only
upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction of the Warrant, and with
respect to a lost, stolen or destroyed Warrant, reasonable indemnity or bond with respect thereto, if requested by the
Company.
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