THE PURPOSE OF ENTITLING OR ENABLING THEM TO RECEIVE ANY DIVIDEND
OR OTHER DISTRIBUTION, OR TO RECEIVE ANY RIGHT TO SUBSCRIBE FOR OR PURCHASE ANY
SHARES OF STOCK OF ANY CLASS OR ANY OTHER SECURITIES, OR TO RECEIVE ANY OTHER
RIGHT; OR
(B)
OF ANY CAPITAL REORGANIZATION OF THE COMPANY, ANY RECLASSIFICATION
OF THE COMMON STOCK OF THE COMPANY, ANY CONSOLIDATION OR MERGER OF THE COMPANY
WITH OR INTO ANOTHER CORPORATION, OR ANY TRANSFER OF ALL OR SUBSTANTIALLY ALL OF
THE ASSETS OF THE COMPANY; OR
(C)
OF THE VOLUNTARY OR INVOLUNTARY DISSOLUTION, LIQUIDATION OR
WINDING-UP OF THE COMPANY, THEN, AND IN EACH SUCH CASE, THE COMPANY WILL SEND OR
CAUSE TO BE SENT TO THE REGISTERED HOLDER A NOTICE SPECIFYING, AS THE CASE MAY
BE, (I) THE RECORD DATE FOR SUCH DIVIDEND, DISTRIBUTION OR RIGHT, AND THE AMOUNT
AND CHARACTER OF SUCH DIVIDEND, DISTRIBUTION OR RIGHT, OR (II) THE EFFECTIVE
DATE ON WHICH SUCH REORGANIZATION, RECLASSIFICATION, CONSOLIDATION, MERGER,
TRANSFER, DISSOLUTION, LIQUIDATION OR WINDING-UP IS TO TAKE PLACE, AND THE TIME,
IF ANY IS TO BE FIXED, AS OF WHICH THE HOLDERS OF RECORD OF COMMON STOCK (OR
SUCH OTHER STOCK OR SECURITIES AT THE TIME DELIVERABLE UPON THE EXERCISE OF THIS
WARRANT) SHALL BE ENTITLED TO EXCHANGE THEIR SHARES OF COMMON STOCK (OR SUCH
OTHER STOCK OR SECURITIES) FOR SECURITIES OR OTHER PROPERTY DELIVERABLE UPON
SUCH REORGANIZATION, RECLASSIFICATION, CONSOLIDATION, MERGER, TRANSFER,
DISSOLUTION, LIQUIDATION OR WINDING-UP.
SUCH NOTICE SHALL BE SENT AT LEAST 10
DAYS PRIOR TO THE RECORD DATE OR EFFECTIVE DATE FOR THE EVENT SPECIFIED IN SUCH
NOTICE.
7.
RESERVATION OF STOCK.
THE COMPANY WILL AT ALL TIMES RESERVE AND
KEEP AVAILABLE, SOLELY FOR ISSUANCE AND DELIVERY UPON THE EXERCISE OF THIS
WARRANT, SUCH NUMBER OF WARRANT
6
SHARES AND OTHER SECURITIES, CASH AND/OR PROPERTY, AS FROM TIME TO TIME SHALL BE
ISSUABLE UPON THE EXERCISE OF THIS WARRANT.
8.
EXCHANGE OR REPLACEMENT OF WARRANTS.
(A)
UPON THE SURRENDER BY THE REGISTERED HOLDER, PROPERLY ENDORSED, TO
THE COMPANY AT THE PRINCIPAL OFFICE OF THE COMPANY, THE COMPANY WILL, SUBJECT TO
THE PROVISIONS OF SECTION 4 HEREOF, ISSUE AND DELIVER TO OR UPON THE ORDER OF
THE REGISTERED HOLDER, AT THE COMPANY'S EXPENSE, A NEW WARRANT OR WARRANTS OF
LIKE TENOR, IN THE NAME OF THE REGISTERED HOLDER OR AS THE REGISTERED HOLDER
(UPON PAYMENT BY THE REGISTERED HOLDER OF ANY APPLICABLE TRANSFER TAXES) MAY
DIRECT, CALLING IN THE AGGREGATE ON THE FACE OR FACES THEREOF FOR THE NUMBER OF
SHARES OF COMMON STOCK (OR OTHER SECURITIES, CASH AND/OR PROPERTY) THEN ISSUABLE
UPON EXERCISE OF THIS WARRANT.
(B)
UPON RECEIPT OF EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY OF
THE LOSS, THEFT, DESTRUCTION OR MUTILATION OF THIS WARRANT AND (IN THE CASE OF
LOSS, THEFT OR DESTRUCTION) UPON DELIVERY OF AN INDEMNITY AGREEMENT (WITH SURETY
IF REASONABLY REQUIRED) IN AN AMOUNT REASONABLY SATISFACTORY TO THE COMPANY, OR
(IN THE CASE OF MUTILATION) UPON SURRENDER AND CANCELLATION OF THIS WARRANT, THE
COMPANY WILL ISSUE, IN LIEU THEREOF, A NEW WARRANT