ADJUSTMENT OR READJUSTMENT IN ACCORDANCE WITH THE TERMS OF THE
WARRANT AND PREPARE A CERTIFICATE SETTING FORTH SUCH ADJUSTMENT OR READJUSTMENT
AND SHOWING IN DETAIL THE FACTS UPON WHICH SUCH ADJUSTMENT OR READJUSTMENT IS
BASED, INCLUDING A STATEMENT OF (A) THE CONSIDERATION RECEIVED OR RECEIVABLE BY
THE COMPANY FOR ANY ADDITIONAL SHARES OF COMMON STOCK (OR OTHER SECURITIES)
ISSUED OR SOLD OR DEEMED TO HAVE BEEN ISSUED OR SOLD, (B) THE NUMBER OF SHARES
OF COMMON STOCK (OR OTHER SECURITIES) OUTSTANDING OR DEEMED TO BE OUTSTANDING,
AND (C) THE PURCHASE PRICE AND THE NUMBER OF SHARES OF COMMON STOCK TO BE
RECEIVED UPON EXERCISE OF THIS WARRANT, IN EFFECT IMMEDIATELY PRIOR TO SUCH
ADJUSTMENT OR READJUSTMENT AND AS ADJUSTED OR READJUSTED AS PROVIDED IN THIS
WARRANT.
THE COMPANY WILL FORTHWITH MAIL A COPY OF EACH SUCH CERTIFICATE TO THE
HOLDER AND ANY WARRANT AGENT OF THE COMPANY (APPOINTED PURSUANT TO SECTION 11
HEREOF).
5
6.
RESERVATION OF STOCK, ETC. ISSUABLE ON
EXERCISE OF WARRANT; FINANCIAL STATEMENTS.
THE COMPANY WILL AT ALL TIMES
RESERVE AND KEEP AVAILABLE, SOLELY FOR ISSUANCE AND DELIVERY ON THE EXERCISE OF
THE WARRANT, ALL SHARES OF COMMON STOCK (OR OTHER SECURITIES) FROM TIME TO TIME
ISSUABLE ON THE EXERCISE OF THE WARRANT.
THIS WARRANT ENTITLES THE HOLDER
HEREOF TO RECEIVE COPIES OF ALL FINANCIAL AND OTHER INFORMATION DISTRIBUTED OR
REQUIRED TO BE DISTRIBUTED TO THE HOLDERS OF THE COMMON STOCK.
7.
ASSIGNMENT; EXCHANGE OF WARRANT.
SUBJECT TO COMPLIANCE WITH APPLICABLE SECURITIES LAWS, THIS WARRANT, AND THE
RIGHTS EVIDENCED HEREBY, MAY BE TRANSFERRED BY ANY REGISTERED HOLDER HEREOF (A
"TRANSFEROR") WITH RESPECT TO ANY OR ALL OF THE SHARES OF COMMON STOCK.
ON THE
SURRENDER FOR EXCHANGE OF THIS WARRANT, WITH THE TRANSFEROR'S ENDORSEMENT IN THE
FORM OF EXHIBIT B ATTACHED HERETO (THE "TRANSFEROR ENDORSEMENT FORM") AND
TOGETHER WITH EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY DEMONSTRATING
COMPLIANCE WITH APPLICABLE SECURITIES LAWS, THE COMPANY AT ITS EXPENSE BUT WITH
PAYMENT BY THE TRANSFEROR OF ANY APPLICABLE TRANSFER TAXES) WILL ISSUE AND
DELIVER TO OR ON THE ORDER OF THE TRANSFEROR THEREOF A NEW WARRANT OF LIKE
TENOR, IN THE NAME OF THE TRANSFEROR AND/OR THE TRANSFEREE(S) SPECIFIED IN SUCH
TRANSFEROR ENDORSEMENT FORM (EACH A "TRANSFEREE"), CALLING IN THE AGGREGATE ON
THE FACE OR FACES THEREOF FOR THE NUMBER OF SHARES OF COMMON STOCK CALLED FOR ON
THE FACE OR FACES OF THE WARRANT SO SURRENDERED BY THE TRANSFEROR.
8.
NO RIGHTS AS SHAREHOLDERS.
THIS
WARRANT DOES NOT ENTITLE THE HOLDER HEREOF TO ANY VOTING RIGHTS OR OTHER RIGHTS
AS A SHAREHOLDER OF THE COMPANY PRIOR TO EXERCISE HEREOF.
9.
TRANSFERABILITY; COMPLIANCE WITH
SECURITIES LAWS.
A.
THE HOLDER IS EXPERIENCED IN EVALUATING
COMPANIES SUCH AS THE COMPANY, IS ABLE TO FEND FOR ITSELF IN TRANSACTIONS SUCH
AS THE ONE CONTEMPLATED BY THIS WARRANT, HAS SUCH KNOWLEDGE AND EXPERIENCE IN
FINANCIAL AND BUSINESS MATTERS THAT THE HOLDER IS CAPABLE OF EVALUATING THE
MERITS AND RISKS OF AN INVESTMENT IN THE COMPANY, AND HAS THE ABILITY TO BEAR
THE ECONOMIC