Common use of Exercise; Redemption Clause in Contracts

Exercise; Redemption. (a) Each Warrant represented by a Warrant Certificate may be exercised during the Warrant Exercise Period, upon the terms and subject to the conditions set forth herein and in the Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the appropriate exercise form thereon duly executed by the Registered Holder thereof or his or her attorney duly authorized in writing, together with payment in cash, or by official bank or certified check made payable to the Company, of an amount equal to the Purchase Price has been timely received by the Warrant Agent. Payment must be made in United Sates funds. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of such securities as of the close of business on the Exercise Date. The Company shall not be obligated to issue any fractional share interests or fractional warrant interests upon the exercise of any Warrants. Computations resulting in the issuance of fractional shares be rounded to the nearest whole share. As soon as practicable on or after the Exercise Date and in any event within 10 days after having received authorization from the Company, the Warrant Agent, on behalf of the Company, shall cause to be issued to the person or persons entitled to receive the same a certificate or certificates for the shares of Common Stock, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. No adjustment shall be made in respect of cash dividends on any shares delivered upon exercise of any Warrant. Upon the exercise of any Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and shall cause all payments of an amount in cash or check made payable to the order of the Company, equal to the Purchase Price, less any Warrant solicitation fee, as hereinafter described. (b) If at the time of exercise of any Warrant after ____________, 1996 (i) the market price of the Company's Common Stock is equal to or greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant is solicited by the underwriter at such time while the Underwriter is a member of the National Association of Securities Dealers, Inc. ("NASD"), (iii) the Warrant is not held in a discretionary account, (iv) disclosure of the compensation arrangement is made in documents provided to the holders of the Warrants; and (v) the solicitation of the exercise of the Warrant is not in violation of Rule 10b-6 (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, then the Underwriter shall be entitled to receive from the Company upon exercise of each of the Warrant(s) so exercised a fee of four percent (4%) of the aggregate price of the Warrants so exercised (the "Exercise Fee"). The procedures for payment of the warrant solicitation fee are set forth in subparagraph (c) below. (1) Within five (5) days of the last day of the each month commencing with ____________ 1997, the Warrant Agent will notify the Underwriter of each Warrant Certificate which has been properly completed for exercise by holders of Warrants during the last month. The Company and Warrant Agent shall determine, in their sole and absolute discretion, whether a Warrant Certificate has been properly completed. The Warrant Agent will provide the Underwriter with such information, in connection with the exercise of each Warrant, as the Underwriter shall reasonably request. (2) The Company hereby authorizes and instructs the Warrant Agent to deliver to the Underwriter the Exercise Fee promptly after receipt by the Warrant Agent from the Company of a check payable to the order of the Underwriter in the amount of the Exercise Fee. The Warrant Agent shall not issue the shares of Common Stock issuable upon exercise of the Warrants until receipt and forwarding of such check to the Underwriter. In the event that an Exercise Fee is paid to the Underwriter with respect to a Warrant which the Company or the Warrant Agent determines is not properly completed for exercise or in respect of which the Underwriter is not entitled to an Exercise Fee, the Underwriter will promptly return such Exercise Fee to the Warrant Agent which shall forthwith return such fee to the Company. The Underwriter and the Company may at any time, after _________________, 1997, and during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant certificates returned to the Warrant Agent upon exercise of Warrants. Notwithstanding any provision to the contrary, the provisions of this paragraph and of subparagraph (b) above may not be modified, amended or deleted without the prior written consent of the Underwriter. (d) The Warrants may be redeemed at any time during the exercise period by the Company beginning on ____________, 1997, unless earlier permitted by the Underwriter, on 30 days' prior written notice to all Registered Holders of the Warrants, at a redemption price of $.25 per Warrant, if the closing bid price of the Common Stock as reported by the National Association of Securities Dealers Automated Quotation System (NASDAQ) (or a national securities exchange or the National Quotation Bureau or the NASD Bulletin Board, as the case may be) is at least $6.00 on 20 consecutive trading days ending three (3) days prior to the date of the written notice of redemption. All Warrants must be redeemed if any are redeemed. (e) If the Company calls the Warrants for redemption, the price at which such Warrants are to be redeemed shall not be paid to any Warrant holder unless the certificates representing such Warrants are surrendered to the Corporate Office within the redemption period specified in the Company's notice to Registered Holders. At the end of any such redemption period respecting Warrants called for redemption, any Warrants not exercised or tendered for redemption shall expire and the certificate(s) therefor shall become void.

Exercise; Redemption. (a) Each Warrant represented by a Warrant Certificate may be exercised during the Warrant Exercise Period, upon the terms and subject to the conditions set forth herein and in the Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the appropriate exercise form thereon duly executed by the Registered Holder thereof or his or her attorney duly authorized in writing, together with payment in cash, or by official bank or certified check made payable to the Company, of an amount equal to the Purchase Price has been timely received by the Warrant Agent. Payment must be made in United Sates States funds. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of such securities as of the close of business on the Exercise Date. The Company shall not be obligated to issue any fractional share interests or fractional warrant interests upon the exercise of any Warrants. Computations resulting in the issuance of fractional shares be rounded to the nearest whole share. As soon as practicable on or after the Exercise Date and in any event within 10 days after having received authorization from the Company, the Warrant Agent, on behalf of the Company, shall cause to be issued to the person or persons entitled to receive the same a certificate or certificates for the shares of Common Stock, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. No adjustment shall be made in respect of cash dividends on any shares delivered upon exercise of any Warrant. Upon the exercise of any Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and shall cause all payments of an amount in cash or check made payable to the order of the Company, equal to the Purchase Price, less any Warrant solicitation fee, as hereinafter described. (b) If at the time of exercise of any Warrant after ____________, 1996 1998 [One Year After IPO] (i) the market price of the Company's Common Stock is equal to or greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant is solicited by the underwriter at such time while the Underwriter is a member of the National Association of Securities Dealers, Inc. ("NASD"), (iii) the Warrant is not held in a discretionary account, (iv) disclosure of the compensation arrangement is made in documents provided to the holders of the Warrants; and (v) the solicitation of the exercise of the Warrant is not in violation of Rule 10b-6 (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, then the Underwriter shall be entitled to receive from the Company upon exercise of each of the Warrant(s) so exercised a fee of four eight percent (48%) of the aggregate price of the Warrants so exercised (the "Exercise Fee"). The procedures for payment of the warrant solicitation fee are set forth in subparagraph (c) below. (1) Within five (5) days of the last day of the each month commencing with ____________ 19971998 [one year anniversary of IPO month], the Warrant Agent will notify the Underwriter of each Warrant Certificate which has been properly completed for exercise by holders of Warrants during the last month. The Company and Warrant Agent shall determine, in their sole and absolute discretion, whether a Warrant Certificate has been properly completed. The Warrant Agent will provide the Underwriter with such information, in connection with the exercise of each Warrant, as the Underwriter shall reasonably request. (2) The Company hereby authorizes and instructs the Warrant Agent to deliver to the Underwriter the Exercise Fee promptly after receipt by the Warrant Agent from the Company of a check payable to the order of the Underwriter in the amount of the Exercise Fee. The Warrant Agent shall not issue the shares of Common Stock issuable upon exercise of the Warrants until receipt and forwarding of such check to the Underwriter. In the event that an Exercise Fee is paid to the Underwriter with respect to a Warrant which the Company or the Warrant Agent determines is not properly completed for exercise or in respect of which the Underwriter is not entitled to an Exercise Fee, the Underwriter will promptly return such Exercise Fee to the Warrant Agent which shall forthwith return such fee to the Company. The Underwriter and the Company may at any time, after _________________, 19971998 [one year anniversary of IPO month], and during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant certificates returned to the Warrant Agent upon exercise of Warrants. Notwithstanding any provision to the contrary, the provisions of this paragraph and of subparagraph (b) above may not be modified, amended or deleted without the prior written consent of the Underwriter. (d) The Warrants may be redeemed at any time during the exercise period by the Company beginning on ____________, 19971998 [One year after IPO], unless earlier permitted by the Underwriter, on not less than 30 or more than 60 days' prior written notice to all Registered Holders of the Warrants, at a redemption price of $.25 .01 per Warrant, if the last reported sale price, or if not published, the average closing bid price of the Common Stock as reported by the National Association of Securities Dealers Automated Quotation System (NASDAQ) (or a national securities exchange or the National Quotation Bureau or the NASD OTC Bulletin Board, as the case may be) is at least $6.00 on 20 9.00 for the Class A Warrants and $15.00 for the Class B Warrants for 10 consecutive trading days within a period of 30 consecutive trading days ending three five (35) days prior to the date of the written notice of redemption. All Warrants must be redeemed if any are redeemed. (e) If the Company calls the Warrants for redemption, the price at which such Warrants are to be redeemed shall not be paid to any Warrant holder unless the certificates representing such Warrants are surrendered to the Corporate Office within the redemption period specified in the Company's notice to Registered Holders. At the end of any such redemption period respecting Warrants called for redemption, any Warrants not exercised or tendered for redemption shall expire and the certificate(s) therefor shall become void.

Exercise; Redemption. (a) a. Each Warrant represented by a Warrant Certificate may be exercised during the Warrant Exercise Period, upon the terms and subject to the conditions set forth herein and in the Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, provided that the Warrant Certificate representing such Warrant, with the appropriate exercise form thereon duly executed by the Registered Holder thereof or his or her attorney duly authorized in writing, together with payment in cash, or by official bank or certified check made payable to the Company, of an amount equal to the Purchase Price has been timely received by the Warrant Agent. Payment must be made in United Sates funds. The person entitled to receive the securities deliverable upon such exercise shall be treated for all purposes as the holder of such securities as of the close of business on the Exercise Date. The Company shall not be obligated to issue any fractional share interests or fractional warrant interests upon the exercise of any Warrants. Computations resulting in the issuance of fractional shares be rounded to the nearest whole share. As soon as practicable on or after the Exercise Date and in any event within 10 days after having received authorization from the Company, the Warrant Agent, on behalf of the Company, shall cause to be issued to the person or persons entitled to receive the same a certificate or certificates for the shares of Common Stock, and the Warrant Agent shall deliver the same to the person or persons entitled thereto. No adjustment shall be made in respect of cash dividends on any shares delivered upon exercise of any Warrant. Upon the exercise of any Warrants, the Warrant Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise and shall cause all payments of an amount in cash or check made payable to the order of the Company, equal to the Purchase Price, less any Warrant solicitation fee, as hereinafter described. (b) b. If at the any time of exercise of any Warrant after ____________, 1996 (i) the market price of the Company's Common Stock is equal to or greater than the then Purchase Price of the Warrant, (ii) the exercise of the Warrant is solicited by the underwriter at such time while the Underwriter is a member of the National Association of Securities Dealers, Inc. ("NASD"), (iii) the Warrant is not held in a discretionary account, (iv) disclosure of the compensation arrangement is made in documents provided to the holders of the Warrants; and (v) the solicitation of the exercise of the Warrant is not in violation of Rule 10b-6 (as such rule or any successor rule may be in effect as of such time of exercise) promulgated under the Securities Exchange Act of 1934, then the Underwriter shall be entitled to receive from the Company upon exercise of each of the Warrant(s) so exercised a fee of four eight percent (48%) of the aggregate price of the Warrants so exercised (the "Exercise Fee"). The procedures for payment of the warrant solicitation fee are set forth in subparagraph (c) below. (1) Within five (5) days of the last day of the each month commencing with ____________ 19971998 [one year anniversary of IPO month], the Warrant Agent will notify the Underwriter of each Warrant Certificate which has been properly completed for exercise by holders of Warrants during the last month. The Company and Warrant Agent shall determine, in their sole and absolute discretion, whether a Warrant Certificate has been properly completed. The Warrant Agent will provide the Underwriter with such information, in connection with the exercise of each Warrant, as the Underwriter shall reasonably request. (2) The Company hereby authorizes and instructs the Warrant Agent to deliver to the Underwriter the Exercise Fee promptly after receipt by the Warrant Agent from the Company of a check payable to the order of the Underwriter in the amount of the Exercise Fee. The Warrant Agent shall not issue the shares of Common Stock issuable upon exercise of the Warrants until receipt and forwarding of such check to the Underwriter. In the event that an Exercise Fee is paid to the Underwriter with respect to a Warrant which the Company or the Warrant Agent determines is not properly completed for exercise or in respect of which the Underwriter is not entitled to an Exercise Fee, the Underwriter will promptly return such Exercise Fee to the Warrant Agent which shall forthwith return such fee to the Company. The Underwriter and the Company may at any time, after _________________, 19971998 [one year anniversary of IPO month], and during business hours, examine the records of the Warrant Agent, including its ledger of original Warrant certificates returned to the Warrant Agent upon exercise of Warrants. Notwithstanding any provision to the contrary, the provisions of this paragraph and of subparagraph (b) above may not be modified, amended or deleted without the prior written consent of the Underwriter. (d) The Warrants may be redeemed at any time during the exercise period by the Company beginning on ____________, 1997, unless earlier permitted by the Underwriter, on 30 days' prior written notice to all Registered Holders of the Warrants, at a redemption price of $.25 per Warrant, if the closing bid price of the Common Stock as reported by the National Association of Securities Dealers Automated Quotation System (NASDAQ) (or a national securities exchange or the National Quotation Bureau or the NASD Bulletin Board, as the case may be) is at least $6.00 on 20 consecutive trading days ending three (3) days prior to the date of the written notice of redemption. All Warrants must be redeemed if any are redeemed. (e) If the Company calls the Warrants for redemption, the price at which such Warrants are to be redeemed shall not be paid to any Warrant holder unless the certificates representing such Warrants are surrendered to the Corporate Office within the redemption period specified in the Company's notice to Registered Holders. At the end of any such redemption period respecting Warrants called for redemption, any Warrants not exercised or tendered for redemption shall expire and the certificate(s) therefor shall become void.