THE TOTAL NUMBER OF SHARES OF WARRANT
STOCK ISSUABLE AFTER THE ACTION UPON THE EXERCISE OF ALL OF THE WARRANTS WOULD
EXCEED THE TOTAL NUMBER OF SHARES OF WARRANT STOCK THEN AUTHORIZED BY THE
COMPANY'S CERTIFICATE OF INCORPORATION AND AVAILABLE FOR THE PURPOSE OF ISSUE
UPON SUCH EXERCISE.
10.
CERTIFICATE OF ADJUSTMENTS.
IN THE CASE OF
EACH ADJUSTMENT OR READJUSTMENT OF THE WARRANT PRICE AND/OR THE NUMBER OF
WARRANT STOCK, THE COMPANY, AT ITS EXPENSE, WILL PROMPTLY COMPUTE SUCH
ADJUSTMENT OR READJUSTMENT IN ACCORDANCE WITH THE TERMS HEREOF AND CAUSE A
CERTIFICATE, SIGNED BY THE COMPANY'S CHIEF FINANCIAL OFFICER, SETTING FORTH SUCH
ADJUSTMENT OR READJUSTMENT AND SHOWING IN DETAIL THE FACTS UPON WHICH SUCH
ADJUSTMENT OR READJUSTMENT IS BASED, TO BE DELIVERED TO THE HOLDER OF THIS
WARRANT.
THE COMPANY WILL FURNISH OR CAUSE TO BE FURNISHED TO SUCH HOLDER A
CERTIFICATE SETTING FORTH:
(A)
SUCH ADJUSTMENTS AND READJUSTMENTS;
(B)
THE WARRANT PRICE AT THE TIME IN EFFECT AND
HOW IT WAS CALCULATED; AND;
(C)
THE NUMBER OF SHARES OF WARRANT STOCK AND
THE AMOUNT, IF ANY, OF OTHER PROPERTY AT THE TIME RECEIVABLE UPON THE EXERCISE
OF THE WARRANT.
11.
NOTICE OF RECORD DATE.
IN THE EVENT OF:
(A)
ANY TAKING BY THE COMPANY OF A RECORD OF
THE HOLDERS OF ANY CLASS OF SECURITIES OF THE COMPANY FOR THE PURPOSE OF
DETERMINING THE HOLDERS THEREOF WHO ARE ENTITLED TO RECEIVE ANY DIVIDEND (OTHER
THAN A CASH DIVIDEND PAYABLE OUT OF EARNED SURPLUS AT THE SAME RATE AS THAT OF
THE LAST SUCH CASH DIVIDEND THERETOFORE PAID) OR OTHER DISTRIBUTION, OR ANY
RIGHT TO SUBSCRIBE FOR, PURCHASE OR OTHERWISE ACQUIRE ANY SHARES OF STOCK OF ANY
CLASS OR ANY OTHER SECURITIES OR PROPERTY;
(B)
ANY CAPITAL REORGANIZATION OF THE COMPANY,
ANY RECLASSIFICATION OR RECAPITALIZATION OF THE WARRANT STOCK OF THE COMPANY,
ANY TRANSFER OF ALL OR SUBSTANTIALLY ALL OF ASSETS OF THE COMPANY TO ANY OTHER
PERSON, ANY CONSOLIDATION OR MERGER INVOLVING THE COMPANY, OR ANY TRANSACTION
CONTEMPLATED IN SECTION 9 ABOVE; OR
(C)
ANY VOLUNTARY OR INVOLUNTARY DISSOLUTION,
LIQUIDATION OR WINDING-UP OF THE COMPANY;
THE COMPANY WILL DELIVER TO THE HOLDER OF THIS WARRANT AT LEAST TEN
(10) BUSINESS DAYS PRIOR TO THE DATE THEREOF , A NOTICE SPECIFYING:
(I)
AS THE CASE MAY BE, THE DATE ON WHICH ANY SUCH RECORD IS TO BE
TAKEN FOR THE PURPOSE OF SUCH DIVIDEND, DISTRIBUTION OR RIGHT, AND THE AMOUNT
AND CHARACTER OF SUCH DIVIDEND, DISTRIBUTION OR RIGHT; AND THE RECORD DATE FOR
DETERMINING STOCKHOLDERS ENTITLED TO VOTE THEREON.
(II)
AS THE CASE MAY BE, THE CLOSING OF ANY REORGANIZATION,
RECLASSIFICATION, TRANSFER, CONSOLIDATION, MERGER, DISSOLUTION, LIQUIDATION OR
WINDING-UP,
and the record date for determining stockholders entitled to vote thereon and
the time, if any such time is to be fixed, as of which the holders of record of
Warrant Stock shall be entitled to exchange their shares of Warrant Stock for
the securities or other property deliverable upon such reorganization,
consolidation, merger, transfer, dissolution liquidation or winding-up.
12.
RESTRICTIONS