(a) Exercise of the purchase rights represented by this Warrant may be made at any time or
times on or after the Initial Exercise Date and on or before the Termination Date by delivery to
the Company of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (or
such other office or agency of
the Company as it may designate by notice in writing to the
registered Holder at the address of such Holder appearing on the books of
the Company); provided,
however, within 5 Trading Days of the date said Notice of Exercise is delivered to
the Company, the
Holder shall have surrendered this Warrant to
the Company and
the Company shall have received
payment of the aggregate Exercise Price of the shares thereby purchased by wire transfer or
cashier’s check drawn on a United States bank. Certificates for shares purchased hereunder shall
be delivered to the Holder within 15 Trading Days from the delivery to
the Company of the Notice of
Exercise Form by facsimile copy, surrender of this Warrant and payment of the aggregate Exercise
Price as set forth above. Notwithstanding anything contained in this Warrant to the contrary, the
Holder shall not have the right to exercise any portion of this Warrant, to the extent that after
giving effect to such exercise, the Holder (together with the Holder’s affiliates) would have
acquired, through exercise of the Warrant or otherwise, beneficial ownership of a number of shares
of Common Stock exceeding 9.99% of the number of shares of Common Stock outstanding immediately
after giving effect to such exercise. For purposes of the foregoing sentence, the number of shares
of Common Stock beneficially owned by the Holder and its affiliates shall include the number of
shares of Common Stock issuable upon exercise of the Warrants with respect to which the
determination of such sentence is being made, but shall exclude the number of shares of Common
Stock which would be issuable upon (A) exercise of the remaining, non-exercised portion of this
Warrant beneficially owned by the Holder or any of its affiliates, and (B) exercise or conversion
of the unexercised or unconverted portion of any other securities of
the Company (including,
without limitation, any other warrants) subject to a limitation on conversion or exercise analogous
to the limitation contained herein beneficially owned by the Holder or any of its affiliates.
Except as set forth in the preceding sentence, for purposes of this Section 3(a), beneficial
ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of
1934, as amended. For purposes of this Section 3(a), in determining the number of outstanding
shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as
reflected in (1)
the Company’s most recent Form 10-Q, Form 10-K or other public filing with the
Commission, as the case may be, if any, (2) a more recent public announcement by
the Company, or
(3) any other notice by
the Company or its transfer agent setting forth the number of shares of
Common Stock outstanding. Upon the written request of the Holder,
the Company shall promptly, but
in no event later than 2 Trading Days following the receipt of such notice, confirm in writing to
any such holder the number of shares of Common Stock then outstanding. In any case, the number of
outstanding shares of Common Stock shall be determined after giving effect to the conversion or
exercise of securities of
the Company, including the exercise of any