WARRANTS FOR THE RELEVANT WARRANT CERTIFICATE THAT BECOMES
EFFECTIVE, OR ANY EVENT REQUIRING AN ADJUSTMENT TO THE EXERCISE PRICE AND THE
NUMBER OF SHARES PURCHASABLE ON EXERCISE OF WARRANTS FOR THE RELEVANT WARRANT
CERTIFICATE WHERE THE RECORD DATE OR EFFECTIVE DATE (IN THE CASE OF A
SUBDIVISION OR COMBINATION OF THE COMMON STOCK) OF THE EVENT OCCURS, DURING THE
PERIOD BEGINNING ON, AND INCLUDING, THE EXERCISE DATE AND ENDING ON, AND
INCLUDING, THE RELATED SETTLEMENT DATE.
5.7
NOTICE OF ADJUSTMENT.
WHENEVER THE NUMBER OF SHARES OF COMMON
STOCK ISSUABLE UPON THE EXERCISE OF EACH WARRANT IS ADJUSTED, AS HEREIN
PROVIDED, THE COMPANY SHALL CAUSE THE WARRANT AGENT PROMPTLY TO MAIL BY FIRST
CLASS MAIL, POSTAGE PREPAID, TO EACH HOLDER NOTICE OF SUCH ADJUSTMENT OR
ADJUSTMENTS AND SHALL DELIVER TO THE WARRANT AGENT A CERTIFICATE OF A
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FIRM OF INDEPENDENT PUBLIC ACCOUNTANTS SELECTED BY THE BOARD (WHO MAY BE THE
REGULAR ACCOUNTANTS EMPLOYED BY THE COMPANY) SETTING FORTH THE NUMBER OF SHARES
OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF EACH WARRANT AFTER SUCH
ADJUSTMENT, SETTING FORTH A BRIEF STATEMENT IN REASONABLE DETAIL OF THE FACTS
REQUIRING SUCH ADJUSTMENT AND SETTING FORTH THE COMPUTATION BY WHICH SUCH
ADJUSTMENT WAS MADE. THE WARRANT AGENT SHALL BE FULLY PROTECTED IN RELYING ON
SUCH CERTIFICATE, AND ON ANY ADJUSTMENT CONTAINED THEREIN, AND SHALL NOT BE
DEEMED TO HAVE ANY KNOWLEDGE OF SUCH ADJUSTMENT UNLESS AND UNTIL IT SHALL HAVE
RECEIVED SUCH CERTIFICATE, AND SHALL BE UNDER NO DUTY OR RESPONSIBILITY WITH
RESPECT TO ANY SUCH CERTIFICATE, EXCEPT TO EXHIBIT THE SAME FROM TIME TO TIME,
TO ANY HOLDER DESIRING AN INSPECTION THEREOF DURING REASONABLE BUSINESS HOURS.
THE WARRANT AGENT SHALL NOT AT ANY TIME BE UNDER ANY DUTY OR RESPONSIBILITY TO
ANY HOLDERS TO DETERMINE WHETHER ANY FACTS EXIST THAT MAY REQUIRE ANY ADJUSTMENT
OF THE NUMBER OF SHARES OF COMMON STOCK OR OTHER STOCK OR PROPERTY ISSUABLE ON
EXERCISE OF THE WARRANTS, OR WITH RESPECT TO THE NATURE OR EXTENT OF ANY SUCH
ADJUSTMENT WHEN MADE, OR WITH RESPECT TO THE METHOD EMPLOYED IN MAKING SUCH
ADJUSTMENT OR THE VALIDITY OR VALUE (OR THE KIND OR AMOUNT) OF ANY SHARES OF
COMMON STOCK OR OTHER STOCK OR PROPERTY WHICH MAY BE ISSUABLE ON EXERCISE OF THE
WARRANTS, OR TO INVESTIGATE OR CONFIRM WHETHER THE INFORMATION CONTAINED IN THE
ABOVE REFERENCED CERTIFICATE COMPLIES WITH THE TERMS OF THIS AGREEMENT OR ANY
OTHER DOCUMENT. THE WARRANT AGENT SHALL NOT BE RESPONSIBLE FOR ANY FAILURE OF
THE COMPANY TO MAKE ANY CASH PAYMENT OR TO ISSUE, TRANSFER OR DELIVER ANY SHARES
OF COMMON STOCK OR SECURITY INSTRUMENTS OR OTHER SECURITIES OR PROPERTIES UPON
THE EXERCISE OF ANY WARRANT.
6.
CHANGE OF CONTROL.
6.1
REDEMPTION IN CONNECTION WITH A CHANGE OF CONTROL EVENT.
UPON THE
OCCURRENCE OF A CHANGE OF CONTROL EVENT (OTHER THAN A PUBLIC STOCK MERGER OR
MIXED CONSIDERATION MERGER), AT THE ELECTION OF EACH HOLDER IN ITS SOLE
DISCRETION BY WRITTEN NOTICE TO THE COMPANY OR THE SUCCESSOR TO THE COMPANY ON