Common use of Exercise by Holder Clause in Contracts

Exercise by Holder. (1) At any time on or before the forty-fifth (45th) day from the Effective Date (the "Expiration Date"), the Holder shall be entitled to purchase all or a portion of the Warrant Shares which have not been previously issued and with respect to which this Warrant has not been previously redeemed or canceled in accordance with the terms hereof; subject to the restrictions set forth herein. (2) The Holder may purchase Warrant Shares hereunder by delivering to the Company, at its address for notice set forth in Section 10, a completed Form of Election to Purchase in the form attached hereto, together with the payment of the Exercise Price multiplied by the number of Warrant Shares indicated therein. An "Exercise Date" means the date of the delivery (which may be made via facsimile) of the Form of Election to Purchase and applicable Exercise Price. (3) No later than the third Trading Day following delivery of each Form of Election to Purchase and the applicable Exercise Price, the Company shall promptly issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends except as required by the Purchase Agreement. If the Company fails to deliver to the Holder the certificate or certificates pursuant to this Section within the time specified above, the Holder shall be entitled by written notice to the Company at any time on or before its receipt of such certificate or certificates thereafter, to rescind such exercise. In addition to the rights set forth in (A) above, if the Company fails to deliver to the Holder such certificate or certificates pursuant to this Section within the time specified above, and if after such time the Holder purchases (in an open market transaction or otherwise) Common Stock to deliver in satisfaction of a sale by such Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "Buy-In"), then the Company shall (1) pay in cash to the Holder the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (i) the aggregate number of Warrant Shares that such Holder anticipated receiving from the exercise at issue multiplied by (ii) the volume weighted average Per Share Market Value on the Exercise Date and (2) at the option of the Holder, either rescind the exercise at issue or deliver to the Holder the number of Warrant Shares that would have been issued had the Company timely complied with its delivery requirements under this Section. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise with respect to which the volume weighted average Per Share Market Value on the Exercise Date was a total of $10,000, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In.

Exercise by Holder. (1a) At This Warrant shall be exercisable as set forth in Section 1 and in all other cases as follows: (i) on the first anniversary date of this Warrant, for 50% of the number of total shares of Common Stock which may be purchased hereunder; and (ii) thereafter, monthly as of the first date of each month at the rate of 1/24th of the total number of shares of Common Stock which may be purchased hereunder, so that as of the second anniversary date of this Warrant 100% of the total number of shares of Common Stock covered hereby may be purchased. This Warrant shall be exercised by surrender of this Warrant and the subscription form annexed hereto (duly executed) by such Holder to the Company and by making payment, in cash or by certified or official bank check payable to the order of the Company or wire transfer to the Companys account, in the amount obtained by multiplying (a) the number of shares of Common Stock designated by the Holder in the subscription form by (b) the Exercise Price then in effect. On any time partial exercise the Company will forthwith issue and deliver to or upon the order of the Holder hereof a new Warrant or Warrants of like tenor, in the name of the Holder hereof or as such Holder (upon payment by such Holder of any applicable transfer taxes) may request, providing in the aggregate on the face or before faces thereof for the forty-fifth purchase of the number of shares of Common Stock for which such Warrant or Warrants may still be exercised. (45thb) day from Notwithstanding anything to the Effective Date (the "Expiration Date"contrary contained in Section 2(a), the Holder shall be entitled may elect to purchase all exercise this Warrant in whole or a portion in part by receiving shares of Common Stock equal to the value (as determined below) of this Warrant, or any part hereof, upon surrender of this Warrant at the principal executive office of the Company together with notice of such election in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y(A-B) _____ A Where X = the number of Shares of Common Stock to be issued to the Holder; Y = the number of shares of Common Stock issuable upon the exercise of this Warrant Shares which have not been previously issued (the "Shares"); A = the current fair market value of one share of Common Stock; and B = the Exercise Price of this Warrant. As used herein, the current fair market value of Common Stock shall mean, with respect to each share of Common Stock, the closing price of the Company's Common Stock sold on the principal national securities exchange, including the Nasdaq National Market System, on which this Warrant the Common Stock is at the time admitted to trading or listed, or, if there have been no sales of any such exchange on such day, the average of the highest bid and lowest ask price on such day as reported by NASDAQ, or any similar organization if NASDAQ is no longer reporting such information, on the date which the form of election is deemed to have been sent to the Company (the "Notice Date"). If on the date for which current fair market value is to be determined the Common Stock is not listed on any securities exchange, including the Nasdaq National Market System, or quoted in the NASDAQ System or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could then obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by the Board of Directors of the Company, unless prior to such date the Company has not been previously redeemed or canceled in accordance with the terms hereof; become subject to a binding agreement for a merger, acquisition or other consolidation pursuant to which the restrictions set forth hereinCompany is not the surviving party, in which case the current fair market value of the Common Stock shall be deemed to be the value to be received by the holders of the Company's Common Stock for each share thereof pursuant to such merger, acquisition or consolidation. (2c) The Holder may purchase Warrant Shares hereunder by delivering to As soon as practicable after the Companyexercise of this Warrant, at its address for notice set forth and in Section 10, a completed Form of Election to Purchase in the form attached hereto, together with the payment of the Exercise Price multiplied by the number of Warrant Shares indicated therein. An "Exercise Date" means the date of the delivery (which may be made via facsimile) of the Form of Election to Purchase and applicable Exercise Price. (3) No later than the third Trading Day following delivery of each Form of Election to Purchase and the applicable Exercise Priceany event within five business days thereafter, the Company shall promptly at its expense (including the payment by it of any applicable issue or stamp taxes) will cause to be issued in the name of and cause to be delivered to or upon the written order of the Holder and in hereof, or as such name or names as the Holder (upon payment by such Holder of any applicable transfer taxes) may designatedirect, a certificate or certificates for the Warrant Shares issuable upon number of fully paid and nonassessable shares of Common Stock to which such exercise, free of restrictive legends except as required by the Purchase Agreement. If the Company fails to deliver to the Holder the certificate or certificates pursuant to this Section within the time specified above, the Holder shall be entitled by written notice to the Company at any time on or before its receipt of such certificate or certificates thereafter, to rescind such exercise. In addition to the rights set forth , in (A) above, if the Company fails to deliver to the Holder such certificate or certificates pursuant to this Section within the time specified above, and if after such time the Holder purchases (in an open market transaction or otherwise) Common Stock to deliver in satisfaction of a sale denominations as may be requested by such Holder Holder, plus, in lieu of the Warrant Shares any fractional share to which the Holder anticipated receiving upon such exercise (a "Buy-In"), then the Company shall (1) pay in cash to the Holder the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (i) the aggregate number of Warrant Shares that such Holder anticipated receiving from the exercise at issue would otherwise be entitled, cash equal to such fraction multiplied by (ii) the volume weighted average Per Share Market Value on the Exercise Date and (2) at the option then current fair market value of the Holder, either rescind the exercise at issue or deliver to the Holder the number of Warrant Shares that would have been issued had the Company timely complied with its delivery requirements under this Section. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise with respect to which the volume weighted average Per Share Market Value on the Exercise Date was a total of $10,000, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-Inone full share.

Exercise by Holder. This Warrant may be exercised by the Holder in full or in part at any time or from time to time during the Exercise Period, in the following amounts during the following periods: (1) At any time on or before during the forty-fifth (45th) day period from the Effective Date date hereof to December 31, 2000, in any calendar quarter, this Warrant may be exercised for not more than one-third of the original aggregate principal amount of the Notes issuable upon exercise of this Warrant, subject to the provisions of Section 1(c); provided, however, that any such amount for which this Warrant is not exercised in any such calendar quarter may not be carried forward to any subsequent calendar quarter in such period; and (2) during the "Expiration Date")period from January 1, 2001 to the end of the Exercise Period this Warrant may be exercised in full. To exercise this Warrant, the Holder shall be entitled to purchase all or a portion of the Warrant Shares which have not been previously issued and with respect to which (x) surrender this Warrant has not been previously redeemed or canceled in accordance with the terms hereof; subject to the restrictions set forth herein. (2) The Holder may purchase Warrant Shares hereunder by delivering to the Company, at its address for notice set forth (y) give an Exercise Notice (duly executed by the Holder) to the Company, and (z) on the applicable Warrant Closing Date, make payment, in Section 10cash or by certified or official bank check payable to the order of the Company, a completed Form or by wire transfer of Election funds to the account of the Company, in each such case, in an amount equal to the Purchase Price of the Note designated by the Holder in the form attached hereto, together with the payment of the Exercise Price multiplied by the number of Warrant Shares indicated thereinNotice for such Note. An "Exercise Date" means the date of the delivery (which may be made via facsimile) of the Form of Election to Purchase and applicable Exercise Price. (3) No later than the third Trading Day following delivery of each Form of Election to Purchase and the applicable Exercise PriceOn any partial exercise, the Company shall promptly will forthwith issue or cause to be issued and cause to be delivered deliver to or upon the written order of the Holder and a new Warrant or Warrants of like tenor, in such the name of the Holder or names as the Holder (upon payment by the Holder of any applicable transfer taxes) may designaterequest, a certificate providing in the aggregate on the face or faces thereof for the purchase of the aggregate principal amount of Notes for which such Warrant Shares issuable upon or Warrants may still be exercised. An Exercise Notice may be surrendered by telephone line facsimile transmission to the telephone numbers shown thereon or such exercise, free of restrictive legends except as required by the Purchase Agreement. If other numbers for the Company fails to deliver as shall have been specified in writing to the Holder by the certificate or certificates pursuant Company; provided, however, that if an Exercise Notice is given to this Section within the time specified above, Company by telephone line facsimile transmission the Holder shall be entitled by written notice send an original of such Exercise Notice to the Company at any time on or before its receipt of within ten Business Days after such certificate or certificates thereafter, to rescind such exercise. In addition Exercise Notice is so given to the rights set forth in (A) aboveCompany; provided further, if the Company fails to deliver to the Holder such certificate however, that any failure or certificates pursuant to this Section within the time specified above, and if after such time the Holder purchases (in an open market transaction or otherwise) Common Stock to deliver in satisfaction of a sale by such Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "Buy-In"), then the Company shall (1) pay in cash to the Holder the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (i) the aggregate number of Warrant Shares that such Holder anticipated receiving from the exercise at issue multiplied by (ii) the volume weighted average Per Share Market Value delay on the Exercise Date and (2) at the option part of the Holder, either rescind the exercise at issue or deliver to the Holder the number of Warrant Shares that would have been issued had the Company timely complied with its delivery requirements under this Section. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise with respect to which the volume weighted average Per Share Market Value on the Exercise Date was a total of $10,000, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect giving such original of any Exercise Notice shall not affect the Buy-Invalidity of or the date on which such Exercise Notice is so given by telephone line facsimile transmission.