Common use of The Warrant Clause in Contracts

The Warrant. 2.1 The Company hereby grants to the Warrantholder, for good and valuable consideration, pursuant to the terms and conditions of this Warrant to Purchase Common Stock (the “Warrant”), the right to purchase (at the Warrantholder’s election), from the Company, a maximum of the number of Shares set forth on page 1 above (subject to any adjustment pursuant to clause 4), at the Exercise Price, on the terms and conditions set out in this Warrant. 2.2 The Warrant shall (to the extent then unexercised) lapse automatically and in full at 6:00 p.m. (Eastern Time) on the Expiry Date. 2.3 The number of Shares to be purchased pursuant to, and the Exercise Price of, this Warrant shall be subject to adjustment as provided in clause 4 below. 2.4 This Warrant may be exercised in whole or in part. Where this Warrant is exercised in part, it shall not lapse as to the balance of this Warrant (and the balance of this Warrant will be retained by the Warrantholder, and may be exercised in the future, subject to and in accordance with this Warrant). 2.5 The Company shall accept the exercise of a Warrantholder’s purchase rights provided that such Warrantholder: 2.5.1 delivers a written notice, in substantially the form attached hereto as Exhibit A, to the registered office of the Company from time to time (or such other address as the Company may designate by notice in writing to the Warrantholders) (the “Exercise Notice”); 2.5.2 if requesting that the Warrant Shares are to be issued in uncertificated form, provides such information as the Company or its transfer agent may request in connection therewith, including details of the account into which the Shares shall be credited; and 2.5.3 remits the aggregate Exercise Price therefor in cash by check or bank transfer of immediately available funds to the Company for the number of Shares to be acquired on exercise of this Warrant. Once lodged in accordance with this clause 2.5, the Exercise Notice may not be revoked without the consent of the Company. Within ten Business Days of satisfaction of all of the requirements of clauses 2.5.1 to 2.5.3 (inclusive), the Company shall procure that the relevant Shares so purchased shall be issued to the relevant Warrantholder (the “Issue Date”). On the Issue Date the Warrantholder shall be entered into the register of the Company, and the Company shall procure, in so far as it is able, that the Warrant Shares shall be listed on the Nasdaq Global Market. Certificates representing the Warrant Shares so issued shall be delivered free of charge to the relevant Warrantholder promptly and in any event not later than ten Business days after the Issue Date, or, subject to clause 2.9 below, at the request of the relevant Warrantholder submitted to the Company pursuant to clause 2.5.2, the Warrant Shares shall be credited to the account of the Warrantholder on the Issue Date. 2.6 Shares allotted pursuant to the exercise of this Warrant will rank in full for all dividends and other distributions with a record date after the relevant Exercise Date, and pari passu in all other respects with the Shares outstanding at that date. 2.7 The Company may, at any time and in its sole discretion, elect to transfer a Share that is held by the Company in treasury in place of the issue or allotment of any Warrant Shares required to be issued or allotted to the Warrantholder on exercise of its purchase rights. 2.8 Each Warrantholder represents and warrants to the Company as follows: 2.8.1 The Warrantholder understands that this Warrant and the Warrant Shares obtainable upon exercise of this Warrant have not been registered for sale under U.S. federal or state securities laws and are being offered and sold to such Warrantholder pursuant to one or more exemptions from the registration requirements of such securities laws; 2.8.2 the Warrantholder acknowledges and agrees that this Warrant is equivalent to the Warrantholder’s Old Warrant and therefore such Old Warrant will not become exercisable pursuant to clause 2 of the Warrant Instrument and will be exchanged automatically in consideration of the grant of the Warrant. 2.9 The Warrant Shares and each certificate representing the Warrant Shares shall be imprinted with a legend in substantially the following form: 2.9.1 “The securities represented hereby have not been registered with the Securities and Exchange Commission or the securities commission of any state of the United States in reliance upon an exemption from registration under the U.S. Securities Act of 1933, as amended, and, accordingly, may not be transferred unless (i) such securities have been registered for sale pursuant to the U.S. Securities Act of 1933, as amended, (ii) such securities may be sold pursuant to Rule 144, or (iii) the Company has received an opinion of counsel reasonably satisfactory to it that such transfer may lawfully be made without registration under the U.S. Securities Act of 1933, as amended.” 2.9.2 If required by the authorities of any state of the United States in connection with the issuance or sale of the Warrant Shares to be issued on the exercise of this Warrant, the legend required by such state authority.

The Warrant. 2.1 The Company hereby grants to the Warrantholder, for good and valuable consideration, pursuant to the terms and conditions of this Warrant to Purchase Common Stock (the “Warrant”), the right to purchase (at the Warrantholder’s election), from the Company, a maximum of the number of Shares set forth on page 1 above (subject to any adjustment pursuant to clause 4), at the Exercise Price, on the terms and conditions set out in this Warrant. 2.2 The Warrant shall (to the extent then unexercised) lapse automatically and in full at 6:00 p.m. (Eastern Time) on the Expiry Date. 2.3 The number of Shares to be purchased pursuant to, and the Exercise Price of, this Warrant shall be subject to adjustment as provided in clause 4 below. 2.4 1.1 This Warrant may be exercised in full or in part from time to time. As promptly as practicable after surrender of this Warrant and receipt of payment of the Warrant Price, the Company shall issue and deliver to the registered holder a certificate or certificates for the Shares, as applicable, in certificates of such denominations and in such names as the registered holder may specify, together with any other stock, securities or property to which such holder may be entitled to receive pursuant to Sections 1.5(A), 1.5(B) or 1.5(C) hereof. In the case of the purchase of less than all the shares purchasable under this Warrant, the Company shall cancel this Warrant upon the surrender hereof and shall execute and deliver a substitute Warrant of like tenor for the balance of the shares purchasable hereunder. This Warrant shall expire at 8:00 P.M. (Eastern Standard Time) on October 12, 2004 and shall be void thereafter. In lieu of exercising this Warrant by cash payment, Holder may from time to time convert this Warrant, in whole or in part. Where this Warrant is exercised in part, it shall not lapse as to the balance of this Warrant (and the balance of this Warrant will be retained by the Warrantholder, and may be exercised in the future, subject to and in accordance with this Warrant). 2.5 The Company shall accept the exercise of into a Warrantholder’s purchase rights provided that such Warrantholder: 2.5.1 delivers a written notice, in substantially the form attached hereto as Exhibit A, to the registered office of the Company from time to time (or such other address as the Company may designate by notice in writing to the Warrantholders) (the “Exercise Notice”); 2.5.2 if requesting that the Warrant Shares are to be issued in uncertificated form, provides such information as the Company or its transfer agent may request in connection therewith, including details of the account into which the Shares shall be credited; and 2.5.3 remits the aggregate Exercise Price therefor in cash by check or bank transfer of immediately available funds to the Company for the number of Shares to be acquired on exercise of this Warrant. Once lodged in accordance with this clause 2.5, determined by dividing (a) the Exercise Notice may not be revoked without the consent aggregate fair market value of the Company. Within ten Business Days of satisfaction of all of the requirements of clauses 2.5.1 to 2.5.3 (inclusive), the Company shall procure that the relevant Shares so purchased shall be issued to the relevant Warrantholder (the “Issue Date”). On the Issue Date the Warrantholder shall be entered into the register of the Company, and the Company shall procure, in so far as it is able, that the Warrant Shares shall be listed on the Nasdaq Global Market. Certificates representing the Warrant Shares so issued shall be delivered free of charge to the relevant Warrantholder promptly and in any event not later than ten Business days after the Issue Date, or, subject to clause 2.9 below, at the request of the relevant Warrantholder submitted to the Company pursuant to clause 2.5.2, the Warrant Shares shall be credited to the account of the Warrantholder on the Issue Date. 2.6 Shares allotted pursuant to the exercise of this Warrant will rank in full for all dividends and or other distributions with a record date after the relevant Exercise Date, and pari passu in all other respects with the Shares outstanding at that date. 2.7 The Company may, at any time and in its sole discretion, elect to transfer a Share that is held by the Company in treasury in place of the issue or allotment of any Warrant Shares required to be issued or allotted to the Warrantholder on exercise of its purchase rights. 2.8 Each Warrantholder represents and warrants to the Company as follows: 2.8.1 The Warrantholder understands that this Warrant and the Warrant Shares obtainable securities otherwise issuable upon exercise of this Warrant minus the aggregate Warrant Price of such Shares by (b) the fair market value of one Share. If the Shares are traded in a public market, the fair market value of the Shares shall be the closing price of the Shares (or the closing price of the Company's stock into which the Shares are convertible) reported for the business day immediately before Holder delivers its Notice of Exercise to the Company. If the Shares are not traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment. 1.2 During the period within which the rights represented by this Warrant may be exercised, the Company shall at all times have authorized and reserved for the purpose of issue upon exercise of the rights evidenced hereby, a sufficient number of shares of its Shares and Common Stock issuable upon the conversion of such Shares to provide for the exercise of such rights. Upon surrender for exercise, this Warrant shall be canceled and shall not been registered be reissued; provided, however, that upon the partial exercise hereof a substitute Warrant representing the rights to subscribe for sale under U.S. federal or state and purchase any such unexercised portion hereof shall be issued. 1.3 Subject to compliance with applicable securities laws and are being offered and sold to such Warrantholder pursuant to laws, this Warrant may be subdivided into one or more exemptions Stock Purchase Warrants entitling the registered holder to purchase Shares in multiples of one or more whole shares, upon surrender of this Warrant by the registered holder for such purpose at the office of the Company. 1.4 The Company shall maintain at its office (or at such other office or agency of the Company as it may from time to time designate in writing to the registration requirements registered holder hereof), a register containing the names and addresses of the holders of all Stock Purchase Warrants. The registered holder of such securities laws; 2.8.2 a Warrant shall be the Warrantholder acknowledges and agrees that this person in whose name such Warrant is equivalent originally issued and registered, unless a subsequent holder shall have presented to the Warrantholder’s Old Company such Warrant, duly assigned to him, for inspection and a written notice of his acquisition of such Warrant and therefore designating in writing the address of such Old Warrant will not become exercisable pursuant to clause 2 holder, in which case such subsequent holder of the Warrant Instrument and will shall become a subsequent registered holder. Any registered holder of this Warrant may change his address as shown on such register by written notice to the Company requesting such change. Any written notice required or permitted to be exchanged automatically in consideration given to the registered holder of this Warrant shall be mailed, by registered or certified mail, to such registered holder at his address as shown on such register. 1.5 The rights of the grant of the Warrant. 2.9 The Warrant Shares and each certificate representing the Warrant Shares registered holder shall be imprinted with a legend in substantially subject to the following formterms and conditions: 2.9.1 “The securities represented hereby have not been registered with the Securities and Exchange Commission or the securities commission of any state of the United States in reliance upon an exemption from registration under the U.S. Securities Act of 1933, as amended, and, accordingly, may not be transferred unless (i) such securities have been registered for sale pursuant to the U.S. Securities Act of 1933, as amended, (ii) such securities may be sold pursuant to Rule 144, or (iii) the Company has received an opinion of counsel reasonably satisfactory to it that such transfer may lawfully be made without registration under the U.S. Securities Act of 1933, as amended.” 2.9.2 If required by the authorities of any state of the United States in connection with the issuance or sale of the Warrant Shares to be issued on the exercise of this Warrant, the legend required by such state authority.