| THE SECURITIES REPRESENTED BY THIS CERTIFICATE, THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF, AND ANY INTEREST THEREIN MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (ii) AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT. |
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This
Warrant may be exercised during the Exercise Period, as to the whole or
any lesser number of Warrant Shares, by the surrender of this Warrant
(with the Form of Election to Exercise at the end hereof duly completed
and executed) to the Company at its office at 900 Walt Whitman Road,
Melville, NY 11787, or at such other place as may be designated in writing
by the Company, together with a certified or bank cashier’s check payable
to the order of the Company or wire transfer of immediately available
funds in an amount equal to the Exercise Price multiplied by the number of
Warrant Shares for which this Warrant is being
exercised.
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2.
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Upon
each exercise of the Holder’s rights to purchase Warrant Shares, the
Holder shall be deemed to be the holder of record of the Warrant Shares
issuable upon such exercise, notwithstanding that the transfer books of
the Company shall then be closed or certificates representing such Warrant
Shares shall not then have been actually delivered to the
Holder. As soon as practicable after each such exercise of this
Warrant, the Company shall issue and deliver to the Holder a certificate
or certificates for the Warrant Shares issuable upon such exercise,
registered in the name of the Holder. If this Warrant should be
exercised in part only, the Company shall, upon surrender of this Warrant
for cancellation, execute and deliver a new Warrant evidencing the right
of the Holder to purchase the balance of the Warrant Shares (or portions
thereof) subject to purchase
hereunder.
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3.
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Any
Warrants issued upon the transfer or exercise in part of this Warrant
shall be numbered and shall be registered in a warrant register (the
“Warrant Register”) as they are issued. The Company shall be
entitled to treat the registered holder of any Warrant on the Warrant
Register as the owner in fact thereof for all purposes and shall not be
bound to recognize any equitable or other claim to or interest in such
Warrant on the part of any other person, and shall not be liable for any
registration or transfer of Warrants which are registered or to be
registered in the name of a fiduciary or the nominee of a fiduciary unless
made with the actual knowledge that a fiduciary or nominee is committing a
breach of trust in requesting such registration or transfer, or with the
knowledge of such facts that its participation therein amounts to bad
faith. This Warrant shall be transferable on the books of the
Company only upon delivery hereof with the Form of Assignment at the end
hereof duly completed and executed by the Holder or by his or its duly
authorized attorney or representative, or accompanied by proper evidence
of succession, assignment, or authority to transfer. In all
cases of transfer by an attorney, executor, administrator, guardian or
other legal representative, duly authenticated evidence of his or its
authority shall be produced. Upon any registration of transfer,
the Company shall deliver a new Warrant or Warrants to the person entitled
thereto. This Warrant may be exchanged, at the option of the
Holder thereof, for another Warrant, or other Warrants of different
denominations, of like tenor and representing in the aggregate the right
to purchase a like number of Warrant Shares (or portions thereof), upon
surrender to the Company or its duly authorized
agent. Notwithstanding the foregoing, the Company shall have no
obligation to cause this Warrant to be transferred on its books to any
person if, in the opinion of counsel to the Company, such transfer does
not comply with the provisions of the Act and the rules and regulations
thereunder.
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4.
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The
Company shall at all times during the Exercise Period reserve and keep
available out of its authorized and unissued Common Stock, solely for the
purpose of providing for the exercise of the Warrants, such number of
shares of Common Stock as shall, from time to time, be sufficient
therefore. The Company covenants that all Warrant Shares, upon
receipt by the Company of the full payment therefore, shall be validly
issued, fully paid, nonassessable.
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5.
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(a) In
case of any consolidation with or merger of the Company with or into
another corporation (other than a merger or consolidation in which the
Company is the surviving or continuing corporation), or in case of any
sale, lease, or conveyance to another corporation of the property and
assets of any nature of the Company as an entirety or substantially as an
entirety (such actions being hereinafter collectively referred to as
“Reorganizations”), there shall thereafter be deliverable upon exercise of
this Warrant (in lieu of the number of shares of Common Stock theretofore
deliverable) the kind and amount of shares of stock or other securities or
property receivable upon such Reorganization by a holder of the number of
shares of Common Stock, for which this Warrant might have been exercised
immediately prior to such Reorganization. In case of any
Reorganization, appropriate adjustment, as determined in good faith by the
Board of Directors of the Company, shall be made in the application of the
provisions herein set forth with respect to the rights and interests of
the Holder so that the provisions set forth herein shall thereafter be
applicable, as nearly as possible, in relation to any shares or other
property thereafter deliverable upon exercise of this
Warrant. Any such adjustment shall be made by and set forth in
a supplemental agreement between the Company, or any successor thereto,
and the Holder and shall for all purposes hereof conclusively be deemed to
be an appropriate adjustment.
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(b)
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In
case of any reclassification or change of the shares of Common Stock
issuable upon exercise of this Warrant (other than a change in par value
or from no par value to a specified par value, or as a result of a
subdivision or combination of the outstanding shares of Common Stock, but
including any change of the shares of Common Stock into two or more
classes or series of shares), or in case of any consolidation or merger of
another corporation into the Company in which the Company is the
continuing corporation and in which there is a reclassification or change
(including a change to the right to receive cash or other property) of the
shares of Common Stock (other than a change in par value, or from no par
value to a specified par value, or as a result of a subdivision or
combination of the outstanding shares of Common Stock, but including any
change of the shares into two or more classes or series of shares), the
Holder shall have the right thereafter to receive upon exercise of this
Warrant solely the kind and amount of shares of stock and other
securities, property, cash, or any combination thereof receivable upon
such reclassification, change, consolidation, or merger by a holder of the
number of shares of Common Stock for which this Warrant might have been
exercised immediately prior to such reclassification, change,
consolidation, or merger.
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(c)
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The
above provisions of this Section 5 shall similarly apply to successive
reclassifications and changes of shares of Common Stock and to successive
consolidations, mergers, sales, leases, or
conveyances.
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6.
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In
case at any time the Company shall
propose:
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(a)
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to
pay any dividend or make any distribution on shares of Common Stock in
shares of Common Stock or make any other distribution to all holders of
Common Stock; or
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(b)
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to
issue any rights, warrants or other securities to all holders of Common
Stock entitling them to purchase any additional shares of Common Stock or
any other rights, warrants or other securities;
or
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(c)
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to
effect any reclassification or change of outstanding shares of Common
Stock, or any consolidation, merger, sale, lease, or conveyance of
property, described in Section 5;
or
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(d)
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to
effect any liquidation, dissolution or winding-up of the
Company;
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7.
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The
issuance of any shares or other securities upon the exercise of this
Warrant and the delivery of certificates or other instruments representing
such shares or other securities shall be made without charge to the Holder
for any tax or other charge in respect of such issuance. The
Company shall not, however, be required to pay any tax which may be
payable in respect of any transfer involved in the issue and delivery of
any certificate in a name other than that of the Holder and the Company
shall not be required to issue or deliver any such certificate unless and
until the person or persons requesting the issue thereof shall have paid
to the Company the amount of such tax or shall have established to the
satisfaction of the Company that such tax has been
paid.
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8.
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The
Warrant Shares issued upon exercise of the Warrant shall be subject to a
stop transfer order. The certificate or certificates evidencing
such Warrant Shares shall bear the following legend unless the
Warrant Shares are registered pursuant to the
Act:
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9.
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Upon
receipt of evidence satisfactory to the Company of the loss, theft,
destruction or mutilation of any Warrant (and upon surrender of any
Warrant if mutilated), and upon reimbursement of the Company’s reasonable
incidental expenses, the Company shall execute and deliver to the Holder
thereof a new Warrant of like date, tenor and
denomination.
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10.
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The
Holder of any Warrant shall not have, solely on account of such status,
any rights of a stockholder of the Company, either at law or in equity, or
to any notice of meetings of stockholders or of any other proceedings of
the Company, except as provided in this
Warrant.
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11.
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This
Warrant shall be governed by and construed in accordance with the law of
the State of New York applicable to agreements made and to be performed in
New York.
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Name
________________________________
Address_______________________________
______________________________________
______________________________________
Social
Security or Tax Identification Number
______________________________________
Signature
______________________________
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| NOTE:
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The above signature should correspond exactly with the name on the first page of this Warrant | |
| Name
________________________________
Address_______________________________
______________________________________
______________________________________
Social
Security or Tax Identification Number
______________________________________
Signature
______________________________
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| NOTE: |
The
above signature should correspond exactly with the name on the first page
of this Warrant or with the name of the assignee appearing in the Form of
Assignment
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