UP, OR ANY EVENT DEEMED TO BE A LIQUIDATION,
DISSOLUTION OR WINDING UP PURSUANT TO THE COMPANY'S CHARTER, THEN ALL AMOUNTS TO
BE PAYABLE PER SHARE TO HOLDERS OF THE COMMON STOCK PURSUANT TO THE CHARTER IN
THE EVENT OF SUCH LIQUIDATION, DISSOLUTION OR WINDING UP, PLUS ALL OTHER AMOUNTS
TO BE PAYABLE PER SHARE IN RESPECT OF THE COMMON STOCK IN LIQUIDATION UNDER THE
CHARTER, ASSUMING FOR THE PURPOSES OF THIS CLAUSE (D) THAT ALL OF THE SHARES OF
COMMON STOCK THEN ISSUABLE UPON EXERCISE OF THE WARRANT ARE OUTSTANDING AT THE
DETERMINATION DATE.
1.5.
COMPANY ACKNOWLEDGMENT.
THE COMPANY WILL, AT
THE TIME OF THE EXERCISE OF THE WARRANT, UPON THE REQUEST OF THE HOLDER HEREOF
ACKNOWLEDGE IN WRITING ITS CONTINUING OBLIGATION TO AFFORD TO SUCH HOLDER ANY
RIGHTS TO WHICH SUCH HOLDER SHALL CONTINUE TO BE ENTITLED AFTER SUCH EXERCISE IN
ACCORDANCE WITH THE PROVISIONS OF THIS WARRANT.
IF THE HOLDER SHALL FAIL TO
MAKE ANY SUCH REQUEST, SUCH FAILURE SHALL NOT AFFECT THE CONTINUING OBLIGATION
OF THE COMPANY TO AFFORD TO SUCH HOLDER ANY SUCH RIGHTS.
1.6.
TRUSTEE FOR WARRANT HOLDER.
IN THE EVENT THAT
A BANK OR TRUST COMPANY SHALL HAVE BEEN APPOINTED AS TRUSTEE FOR THE HOLDER
PURSUANT TO SUBSECTION 3.2, SUCH BANK OR TRUST COMPANY SHALL HAVE ALL THE POWERS
AND DUTIES OF A WARRANT AGENT (AS HEREINAFTER DESCRIBED) AND SHALL ACCEPT, IN
ITS OWN NAME FOR THE ACCOUNT OF THE COMPANY OR SUCH SUCCESSOR PERSON AS MAY BE
ENTITLED THERETO, ALL AMOUNTS OTHERWISE PAYABLE TO THE COMPANY OR SUCH
SUCCESSOR, AS THE CASE MAY BE, ON EXERCISE OF THIS WARRANT PURSUANT TO THIS
SECTION 1.
2.
PROCEDURE FOR EXERCISES.
2.1.
DELIVERY OF STOCK CERTIFICATES, ETC. ON
EXERCISE.
THE COMPANY AGREES THAT THE SHARES OF COMMON STOCK PURCHASED UPON
EXERCISE OF THIS WARRANT SHALL BE DEEMED TO BE ISSUED TO THE HOLDER HEREOF AS
THE RECORD OWNER OF SUCH SHARES AS OF THE CLOSE OF BUSINESS ON THE DATE ON WHICH
THIS WARRANT SHALL HAVE BEEN SURRENDERED AND PAYMENT MADE FOR SUCH SHARES AS
AFORESAID.
AS SOON AS PRACTICABLE AFTER THE EXERCISE OF THIS WARRANT IN FULL OR
IN PART, AND IN ANY EVENT WITHIN 7 BUSINESS DAYS THEREAFTER, THE COMPANY AT ITS
EXPENSE (INCLUDING THE PAYMENT BY IT OF ANY APPLICABLE ISSUE TAXES) WILL CAUSE
TO BE ISSUED IN THE NAME OF AND DELIVERED TO THE HOLDER HEREOF, OR AS SUCH
HOLDER (UPON PAYMENT BY SUCH HOLDER OF ANY APPLICABLE TRANSFER TAXES) MAY DIRECT
IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS, A CERTIFICATE OR CERTIFICATES FOR
THE NUMBER OF DULY AND VALIDLY ISSUED, FULLY PAID AND NONASSESSABLE SHARES OF
COMMON STOCK (OR OTHER SECURITIES) TO WHICH SUCH HOLDER SHALL BE ENTITLED ON
SUCH EXERCISE, PLUS, IN LIEU OF ANY FRACTIONAL SHARE TO WHICH SUCH HOLDER WOULD
OTHERWISE BE ENTITLED, CASH EQUAL TO SUCH FRACTION MULTIPLIED BY THE THEN FAIR
MARKET VALUE OF ONE FULL SHARE, TOGETHER WITH ANY OTHER STOCK OR OTHER
SECURITIES AND PROPERTY (INCLUDING CASH, WHERE APPLICABLE) TO WHICH SUCH HOLDER
IS