AGGREGATE OF ITS
AUTHORIZED BUT UNISSUED AND OTHERWISE UNRESERVED COMMON STOCK, SOLELY FOR THE
PURPOSE OF ENABLING IT TO ISSUE WARRANT SHARES UPON EXERCISE OF THIS WARRANT AS
HEREIN PROVIDED, THE NUMBER OF WARRANT SHARES WHICH ARE THEN ISSUABLE AND
DELIVERABLE UPON THE EXERCISE OF THIS ENTIRE WARRANT, FREE FROM PREEMPTIVE
RIGHTS OR ANY OTHER CONTINGENT PURCHASE RIGHTS OF PERSONS OTHER THAN THE HOLDER
(AFTER GIVING EFFECT TO THE ADJUSTMENTS OF SECTION 9, IF ANY). THE COMPANY
COVENANTS THAT ALL WARRANT SHARES SO ISSUABLE AND DELIVERABLE SHALL, UPON
ISSUANCE AND THE PAYMENT OF THE APPLICABLE EXERCISE PRICE IN ACCORDANCE WITH THE
TERMS HEREOF, BE DULY AND VALIDLY AUTHORIZED, ISSUED AND FULLY PAID AND
NONASSESSABLE.
THE COMPANY WILL TAKE ALL SUCH ACTION AS MAY BE NECESSARY TO
ASSURE THAT SUCH SHARES OF COMMON STOCK MAY BE ISSUED AS PROVIDED HEREIN WITHOUT
VIOLATION OF ANY APPLICABLE LAW OR REGULATION, OR OF ANY REQUIREMENTS OF ANY
SECURITIES EXCHANGE OR AUTOMATED QUOTATION SYSTEM UPON WHICH THE COMMON STOCK
MAY BE LISTED.
9.
CERTAIN ADJUSTMENTS.
THE EXERCISE PRICE AND NUMBER OF WARRANT
SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT ARE SUBJECT TO ADJUSTMENT FROM
TIME TO TIME AS SET FORTH IN THIS SECTION 9.
(A)
STOCK DIVIDENDS AND SPLITS.
IF THE COMPANY, AT ANY TIME WHILE
THIS WARRANT IS OUTSTANDING, (I) PAYS A STOCK DIVIDEND ON ITS COMMON STOCK OR
OTHERWISE MAKES A DISTRIBUTION ON ANY CLASS OF CAPITAL STOCK THAT IS PAYABLE IN
SHARES OF COMMON STOCK, (II) SUBDIVIDES OUTSTANDING SHARES OF COMMON STOCK INTO
A LARGER NUMBER OF SHARES, OR (III) COMBINES OUTSTANDING SHARES OF COMMON STOCK
INTO A SMALLER NUMBER OF SHARES, THEN IN EACH SUCH CASE THE EXERCISE PRICE SHALL
BE MULTIPLIED BY A FRACTION OF WHICH THE NUMERATOR SHALL BE THE NUMBER OF SHARES
OF COMMON STOCK OUTSTANDING IMMEDIATELY BEFORE SUCH EVENT AND OF WHICH THE
DENOMINATOR SHALL BE THE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING
IMMEDIATELY AFTER SUCH EVENT.
(B)
NUMBER OF WARRANT SHARES.
SIMULTANEOUSLY WITH ANY ADJUSTMENT TO
THE EXERCISE PRICE PURSUANT TO PARAGRAPH (A) OF THIS SECTION, THE NUMBER OF
WARRANT SHARES THAT MAY BE PURCHASED UPON EXERCISE OF THIS WARRANT SHALL BE
ADJUSTED PROPORTIONATELY, SO THAT AFTER SUCH ADJUSTMENT THE AGGREGATE EXERCISE
PRICE PAYABLE HEREUNDER FOR THE INCREASED OR DECREASED NUMBER OF WARRANT SHARES,
AS THE CASE MAY BE, SHALL BE THE SAME AS THE AGGREGATE EXERCISE PRICE IN EFFECT
IMMEDIATELY PRIOR TO SUCH ADJUSTMENT.
3
(C)
SUBSEQUENT EQUITY SALES.
IF PRIOR TO THE FIRST ANNIVERSARY OF
THE INITIAL EXERCISE DATE OF THIS WARRANT, THE COMPANY SHALL ISSUE SHARES OF
COMMON STOCK OR COMMON STOCK EQUIVALENTS ENTITLING ANY PERSON TO ACQUIRE SHARES
OF COMMON STOCK, AT A PRICE PER SHARE LESS THAN THE EXERCISE PRICE (IF THE
HOLDER OF THE COMMON STOCK OR COMMON STOCK EQUIVALENT SO ISSUED SHALL AT ANY
TIME, WHETHER BY OPERATION OF PURCHASE PRICE ADJUSTMENTS, RESET PROVISIONS,
FLOATING CONVERSION, EXERCISE OR EXCHANGE PRICES OR OTHERWISE, OR DUE TO
WARRANTS, OPTIONS OR RIGHTS ISSUED IN CONNECTION WITH SUCH ISSUANCE, BE ENTITLED