Common use of Term of Warrants; Exercise of Warrants Clause in Contracts

Term of Warrants; Exercise of Warrants. (a) Subject to Paragraph 4(d) below, the Warrants entitle the registered owner thereof to purchase two hundred thousand (200,000) shares of the Common Stock of RGPI at an exercise price of One Dollar and Fifty Cents ($1.50) per share, one hundred thousand (100,000) shares of the Common Stock of RGPI at an exercise price of Two Dollars ($2.00) per share, and one hundred thousand (100,000) shares of the Common Stock of RGPI at an exercise price of Three Dollars ($3.00) per share, (as adjusted from time to time pursuant to the provisions hereof, the "Exercise Price") at any time or from time to time from and after the Closing Date until 5:00 p.m., California time, on December 31, 2002 (the "Warrant Expiration Date"). The Exercise Price and the Shares issuable upon exercise of Warrants are calculated after the Company's four-to- one (4:1) reverse stock split approved by the stockholders of the Company on the Closing Date, but are subject to adjustment upon the occurrence of certain events, pursuant to the provisions of Section 8 of this Agreement. Subject to the provisions of the Agreement, the Purchaser or a permitted Holder shall have the right, which may be exercised as set forth in such Warrants, to purchase from the Company and the Company shall issue and sell to the Purchaser or such Holder the number of fully paid and nonassessable Shares of Common Stock specified in such Warrants, upon surrender to the Company, or its duly authorized agent, of such Warrants, with the form of election to purchase attached thereto duly completed and signed, and upon payment to the Company of the Exercise Price, as adjusted in accordance with the provisions of Section 8 of this Agreement, for the number of Shares in respect of which such Warrants are then exercised. (b) The Exercise Price may be paid (i) in cash or by cashier's check payable to the Company, or (ii) by conversion of a portion of the principal of or interest on the Loan into shares of Common Stock at the Exercise Price. (c) No adjustment shall be made for any dividends on any Shares issuable upon exercise of a Warrant. Upon each surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Purchaser or the permitted Holder of such Warrants and in such name or names as the Purchaser or such Holder may designate, a certificate or certificates for the number of full Shares so purchased upon the exercise of such Warrants, together with cash, as provided in Section 9 of this Agreement, in respect of any fractional Shares otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Shares as of the date of the surrender of Warrants and payment of the Exercise Price as aforesaid; provided, however, that if, at the date of surrender of such Warrants and -------- ------- payment of such Exercise Price, the transfer books for the Common Stock or other class of securities issuable upon the exercise of such Warrants shall be closed, the certificates for the Shares shall be issuable as of the date on which such books shall next be opened (whether before, on or after the Warrant Expiration Date) and until such date the Company shall be under no duty to deliver any certificate for such Shares; provided, further, however, that the transfer books -------- ------- ------- of Page 2 of Eight record, unless otherwise required by law, shall not be closed at any one time for a period longer than five (5) days. The rights of purchase represented by the Warrants shall be exercisable, at the election of the Holder(s) thereof, either in full or from time to time in part and, in the event that any Warrant is exercised in respect of less than all of the Shares issuable upon such exercise at any time prior to the Warrant Expiration Date, a new Warrant or Warrants will be issued for the remaining number of Shares specified in the Warrant so surrendered.

Term of Warrants; Exercise of Warrants. (a) Subject to Paragraph 4(d) below, Each Warrant entitles the Warrants entitle the registered owner Warrant Holder thereof to purchase two hundred thousand (200,000) shares one share of the Common Stock of RGPI during the time period and subject to the conditions set forth in the respective Warrant Certificates at an exercise price of One Dollar and Fifty Cents ($1.50) 1.00 per share, one hundred thousand subject to adjustment in accordance with Section 12 hereof (100,000) shares of the Common Stock of RGPI at an exercise price of Two Dollars ($2.00) per share, and one hundred thousand (100,000) shares of the Common Stock of RGPI at an exercise price of Three Dollars ($3.00) per share, (as adjusted from time to time pursuant to the provisions hereof, the "Exercise Price") at any time or from time to time from and after ). Each Warrant terminates on the Closing Date until 5:00 p.m., California time, tenth anniversary of the date on December 31, 2002 which such Warrant becomes exercisable in accordance with its terms (the "Warrant Expiration Date"). . (b) The Exercise Price and the Shares number of shares issuable upon exercise of Warrants are calculated after the Company's four-to- one (4:1) reverse stock split approved by the stockholders of the Company on the Closing Date, but are subject to adjustment upon the occurrence of certain events, pursuant to the provisions of Section 8 12 of this Warrant Agreement. Subject to the provisions of the this Warrant Agreement, the Purchaser or a permitted each Warrant Holder shall have the right, which may be exercised as set forth expressed in such Warrants, to purchase from the Company (and the Company shall issue and sell to the Purchaser or such Holder Warrant Holder) the number of fully paid and nonassessable Shares shares of Common Stock specified in such Warrants, upon surrender to the Company, or its duly authorized agent, of such Warrants, with the purchase form of election to purchase attached thereto on the reverse thereof duly completed filled in and signed, and upon payment to the Company of the Exercise Price, as adjusted in accordance with the provisions of Section 8 of this Agreement, for the number of Shares in respect of which such Warrants are then exercised. (b) The Exercise Price may be paid (i) in cash or by cashier's check payable to the Company, or (ii) by conversion of a portion of the principal of or interest on the Loan into shares of Common Stock at the Exercise Price. (c) No adjustment shall be made for any dividends on any Shares issuable upon exercise of a Warrant. Upon each surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Purchaser or the permitted Holder of such Warrants and in such name or names as the Purchaser or such Holder may designate, a certificate or certificates for the number of full Shares so purchased upon the exercise of such Warrants, together with cash, as provided in Section 9 of this Agreement, in respect of any fractional Shares otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Shares as of the date of the surrender of Warrants and payment of the Exercise Price as aforesaid; provided, however, that if, at the date of surrender of such Warrants and -------- ------- payment of such Exercise Price, the transfer books for the Common Stock or other class of securities issuable upon the exercise of such Warrants shall be closed, the certificates for the Shares shall be issuable as of the date on which such books shall next be opened (whether before, on or after the Warrant Expiration Date) and until such date the Company shall be under no duty to deliver any certificate for such Shares; provided, further, however, that the transfer books -------- ------- ------- of Page 2 of Eight record, unless otherwise required by law, shall not be closed at any one time for a period longer than five (5) days. The rights of purchase represented by the Warrants shall be exercisable, at the election of the Holder(s) thereof, either in full or from time to time in part and, in the event that any Warrant is exercised in respect of less than all of the Shares issuable upon such exercise at any time prior to the Warrant Expiration Date, a new Warrant or Warrants will be issued for the remaining number of Shares specified in the Warrant so surrendered.as

Term of Warrants; Exercise of Warrants. (a) Subject to Paragraph 4(d) below, Each Warrant entitles the Warrants entitle the registered owner Warrant Holder thereof to purchase two hundred thousand (200,000) shares one share of the Common Stock of RGPI during the time period and subject to the conditions set forth in the respective Warrant Certificates at an exercise price of One Dollar and Fifty Cents ($1.50) ?.00 per share, one hundred thousand subject to adjustment in accordance with Section 12 hereof (100,000) shares of the Common Stock of RGPI at an exercise price of Two Dollars ($2.00) per share, and one hundred thousand (100,000) shares of the Common Stock of RGPI at an exercise price of Three Dollars ($3.00) per share, (as adjusted from time to time pursuant to the provisions hereof, the "Exercise Price") at any time or from time to time from and after ). Each Warrant terminates on the Closing Date until 5:00 p.m., California time, fifth anniversary of the date on December 31, 2002 which such Warrant becomes exercisable in accordance with its terms (the "Warrant Expiration Date"). . (b) The Exercise Price and the Shares number of shares issuable upon exercise of Warrants are calculated after the Company's four-to- one (4:1) reverse stock split approved by the stockholders of the Company on the Closing Date, but are subject to adjustment upon the occurrence of certain events, pursuant to the provisions of Section 8 12 of this Warrant Agreement. Subject to the provisions of the this Warrant Agreement, the Purchaser or a permitted each Warrant Holder shall have the right, which may be exercised as set forth expressed in such Warrants, to purchase from the Company (and the Company shall issue and sell to the Purchaser or such Holder Warrant Holder) the number of fully paid and nonassessable Shares shares of Common Stock Stocks specified in such Warrants, upon surrender to the Company, or its duly authorized agent, authorize agent of such Warrants, with the purchase form of election to purchase attached thereto on the reverse thereof duly completed filled in and signed, signed and upon payment to the Company of the Exercise Price, as adjusted in accordance with the provisions of Section 8 of this Agreement, for the number of Shares in respect of which such Warrants are then exercised. (b) The Exercise Price may be paid (i) in cash or by cashier's check payable to the Company, or (ii) by conversion of a portion of the principal of or interest on the Loan into shares of Common Stock at the Exercise Price. (c) No adjustment shall be made for any dividends on any Shares issuable upon exercise of a Warrant. Upon each surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Purchaser or the permitted Holder of such Warrants and in such name or names as the Purchaser or such Holder may designate, a certificate or certificates for the number of full Shares so purchased upon the exercise of such Warrants, together with cash, as provided in Section 9 of this Agreement, in respect of any fractional Shares otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Shares as of the date of the surrender of Warrants and payment of the Exercise Price as aforesaid; provided, however, that if, at the date of surrender of such Warrants and -------- ------- payment of such Exercise Price, the transfer books for the Common Stock or other class of securities issuable upon the exercise of such Warrants shall be closed, the certificates for the Shares shall be issuable as of the date on which such books shall next be opened (whether before, on or after the Warrant Expiration Date) and until such date the Company shall be under no duty to deliver any certificate for such Shares; provided, further, however, that the transfer books -------- ------- ------- of Page 2 of Eight record, unless otherwise required by law, shall not be closed at any one time for a period longer than five (5) days. The rights of purchase represented by the Warrants shall be exercisable, at the election of the Holder(s) thereof, either in full or from time to time in part and, in the event that any Warrant is exercised in respect of less than all of the Shares issuable upon such exercise at any time prior to the Warrant Expiration Date, a new Warrant or Warrants will be issued for the remaining number of Shares specified in the Warrant so surrendered.as

Term of Warrants; Exercise of Warrants. (a) Subject to Paragraph 4(d) below, the Warrants entitle Each Warrant entitles the registered owner thereof to purchase two hundred thousand one share of Common Stock subject to adjustment in accordance with Section 9 hereof at any time from 9:00 A.M., Los Angeles time, on August 1, 1993 until 5:00 P.M., Los Angeles time, on January 3, 1997 (200,000the "Expiration Date") shares at a purchase price of $__________ per share (which such price shall not be less than 125% of the Common Stock of RGPI at an exercise public offering price of One Dollar the Shares to be issued and Fifty Cents ($1.50) per share, one hundred thousand (100,000) shares of sold by the Common Stock of RGPI at an exercise price of Two Dollars ($2.00) per share, and one hundred thousand (100,000) shares of the Common Stock of RGPI at an exercise price of Three Dollars ($3.00) per share, (as adjusted from time to time Company pursuant to the provisions hereofAgreement), the "Exercise Price") at any time or from time subject to time from and after the Closing Date until 5:00 p.m., California time, on December 31, 2002 adjustment in accordance with Section 9 hereof (the "Warrant Expiration DatePrice"). . (b) The Exercise Warrant Price and the Shares number of shares issuable upon exercise of Warrants are calculated after the Company's four-to- one (4:1) reverse stock split approved by the stockholders of the Company on the Closing Date, but are subject to adjustment upon the occurrence of certain events, pursuant to the provisions of Section 8 9 of this Agreement. Subject to the provisions of the this Agreement, the Purchaser or a permitted each Holder shall have the right, which may be exercised as set forth expressed in such Warrants, to purchase from the Company (and the Company shall issue and sell to the Purchaser or such Holder Holder) the number of fully paid and nonassessable Shares shares of Common Stock specified in such Warrants, upon surrender to the Company, or its duly authorized agent, of such Warrants, with the purchase form of election to purchase attached thereto on the reverse thereof duly completed filled in and signed, and upon payment to the Company of the Exercise Warrant Price, as adjusted in accordance with the provisions of Section 8 9 of this Agreement, for the number of Shares shares in respect of which such Warrants are then exercised. (b) The Exercise . Payment of such Warrant Price may be paid (i) made only in cash cash, by certified or by cashier's check payable to the Company, or (ii) by conversion of a portion of the principal of or interest on the Loan into shares of Common Stock at the Exercise Price. (c) No adjustment shall be made for any dividends on any Shares issuable upon exercise of a Warrantofficial bank check. Upon each such surrender of Warrants Warrants, and payment of the Exercise Warrant Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Purchaser or Holder and (subject to receipt of evidence of compliance with the permitted Holder Act in accordance with the provisions of such Warrants and in such name or names as the Purchaser or such Holder may designate, a certificate or certificates for the number of full Shares so purchased upon the exercise of such Warrants, together with cash, as provided in Section 9 of this Agreement, in respect of any fractional Shares otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Shares as of the date of the surrender of Warrants and payment of the Exercise Price as aforesaid; provided, however, that if, at the date of surrender of such Warrants and -------- ------- payment of such Exercise Price, the transfer books for the Common Stock or other class of securities issuable upon the exercise of such Warrants shall be closed, the certificates for the Shares shall be issuable as of the date on which such books shall next be opened (whether before, on or after the Warrant Expiration Date) and until such date the Company shall be under no duty to deliver any certificate for such Shares; provided, further, however, that the transfer books -------- ------- ------- of Page 2 of Eight record, unless otherwise required by law, shall not be closed at any one time for a period longer than five (5) days. The rights of purchase represented by the Warrants shall be exercisable, at the election of the Holder(s) thereof, either in full or from time to time in part and, in the event that any Warrant is exercised in respect of less than all of the Shares issuable upon such exercise at any time prior to the Warrant Expiration Date, a new Warrant or Warrants will be issued for the remaining number of Shares specified in the Warrant so surrendered.11 of

Term of Warrants; Exercise of Warrants. (a) Subject to Paragraph 4(d) below, Each Warrant entitles the Warrants entitle the registered owner Warrant Holder thereof to purchase two hundred thousand (200,000) shares of the Common Stock of RGPI one Share at an exercise a purchase price of One Dollar and Fifty Cents $[ ] per Share ($1.50) per share, one hundred thousand (100,000) shares of the Common Stock of RGPI at an exercise price of Two Dollars ($2.00) per share, and one hundred thousand (100,000) shares of the Common Stock of RGPI at an exercise price of Three Dollars ($3.00) per share, (as adjusted from time to time pursuant to the provisions hereof, the "Exercise Price") at any time or from time to time from and after the Closing first anniversary of the Effective Date (except as otherwise set forth herein) until 5:00 p.m., California time, on December 31, 2002 Boston time (the "Warrant Close of Business"), on the day immediately preceding the fifth anniversary of the Effective Date (the "Expiration Date"). The Exercise Price and the number of Shares issuable upon exercise of Warrants are calculated after the Company's four-to- one (4:1) reverse stock split approved by the stockholders of the Company on the Closing Date, but each Warrant are subject to adjustment upon the occurrence of certain events, pursuant to the provisions of Section 8 of this Agreement. Subject to the provisions of the this Agreement, the Purchaser or a permitted each Warrant Holder shall have the right, which may be exercised as set forth in such WarrantsWarrant, to purchase from the Company (and the Company shall issue and sell to the Purchaser or such Holder Warrant Holder) the number of fully paid and nonassessable Shares of Common Stock specified in such WarrantsWarrant Holder's Warrant, upon surrender to the Company, or its duly authorized agent, of such WarrantsWarrant, with the form of an election to purchase attached thereto in the form of Exhibit B to this Agreement, duly completed and signed, with (if requested by the Company within two business days of surrender of the Warrant with the election to purchase) signatures guaranteed by a member firm of a national securities exchange, a commercial bank (not a savings bank or savings and loan association) or trust company located in the United States or a member of the NASD, and upon payment to the Company of the Exercise Price, as adjusted in accordance with the provisions of Section 8 of this Agreement, for the number of Shares in respect of which such Warrants are Warrant is then exercised. (b) The Exercise Price may be paid (i) . Notwithstanding the method of exercise set forth in cash or by cashier's check payable to the Company, or (ii) by conversion of a portion of the principal of or interest on the Loan into shares of Common Stock at the Exercise Price. (c) No adjustment shall be made for any dividends on any Shares issuable upon exercise of a Warrant. Upon each surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Purchaser or the permitted Holder of such Warrants and in such name or names as the Purchaser or such Holder may designate, a certificate or certificates for the number of full Shares so purchased upon the exercise of such Warrants, together with cash, as provided in Section 9 of this Agreement, in respect of any fractional Shares otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Shares as of the date of the surrender of Warrants and payment of the Exercise Price as aforesaid; provided, however, that if, at the date of surrender of such Warrants and -------- ------- payment of such Exercise Price, the transfer books for the Common Stock or other class of securities issuable upon the exercise of such Warrants shall be closed, the certificates for the Shares shall be issuable as of the date on which such books shall next be opened (whether before, on or after the Warrant Expiration Date) and until such date the Company shall be under no duty to deliver any certificate for such Shares; provided, further, however, that the transfer books -------- ------- ------- of Page 2 of Eight record, unless otherwise required by law, shall not be closed at any one time for a period longer than five (5) days. The rights of purchase represented by the Warrants shall be exercisable, at the election of the Holder(s) thereof, either in full or from time to time in part and, in the event that any Warrant is exercised in respect of less than all of the Shares issuable upon such exercise at any time prior to the Warrant Expiration Date, a new Warrant or Warrants will be issued for the remaining number of Shares specified in the Warrant so surrendered.