the Exercise Price on the day immediately preceding the date the Warrant is
presented for exercise, multiplied by such fraction.
All Warrants surrendered upon exercise shall be canceled and disposed
of by the Company. The Company shall keep copies of this Warrant and any notices
received hereunder available for inspection by the normal business hours at its
SECTION 4. Payment of Taxes. The Company will pay all stamp taxes in
connection with the issuance, sale, delivery or transfer of the Warrants, as
well as all such taxes attributable to the initial issuance of Warrant Shares
upon the exercise of this Warrant and payment of the Exercise Price.
SECTION 5. Mutilated or Missing Warrants. In case any of the Warrants
shall be mutilated, lost, stolen or destroyed, upon delivery of an indemnity
agreement or security satisfactory to the Company in form, scope, substance and
amount, the Company shall issue, in exchange and substitution for and upon
cancellation of the mutilated Warrants or in lieu of and substitution for the
Warrant lost, stolen or destroyed, a new Warrant of like tenor and representing
an equivalent number of Warrants .
SECTION 6. Reservation of Warrant Shares. The Company will at all times
reserve and keep available, free from preemptive or similar rights, out of the
aggregate of its authorized but unissued capital stock or its authorized and
issued capital stock held in its treasury, for the purpose of enabling it to
satisfy any obligation to issue Warrant Shares upon exercise of Warrants, the
maximum number of shares of each class of capital stock constituting a part of
the Warrant Shares which may then be deliverable upon the exercise of all
outstanding Warrants. The Company shall cause all Warrant Shares of each class
of Common Stock or other securities reserved for issuance upon exercise of the
Warrants to be listed (or to be listed subject to notice of issuance) on each
securities exchange on which such shares of Common Stock or any such other
securities are listed.
The Company or, if appointed, the transfer agent for shares of each
class of Common Stock (the "Transfer Agent") and every subsequent transfer agent
for any shares of the Company's capital stock issuable upon the exercise of the
Warrants will be irrevocably authorized and directed at all times to reserve
such number of authorized shares as shall be required for such purpose. The
Company will keep a copy of this Warrant on file with the Transfer Agent and
with every subsequent transfer agent for any shares of the Company capital stock
issuable upon the exercise of the rights of purchase represented by the
Warrants. The Company will furnish such Transfer Agent a copy of all notices of
adjustments, and certificates related thereto, transmitted to each holder
pursuant to Section 7.
The Company covenants that all Warrant Shares which may be issued upon
exercise of Warrants will, upon payment of the Exercise Price therefor and
issue, be validly issued, fully paid, nonassessable, free of preemptive or
similar rights and free from all taxes, liens, charges and security interests
with respect to the issue thereof.