EXTENT THIS WARRANT IS DEEMED AUTOMATICALLY EXERCISED PURSUANT TO THIS
SECTION 4(E), THE COMPANY SHALL PROMPTLY NOTIFY THE REGISTERED HOLDER OF THE
NUMBER OF WARRANT SHARES THAT THE REGISTERED HOLDER IS TO RECEIVE BY REASON OF
SUCH AUTOMATIC EXERCISE.
4
5.
RULE 144.
WITH A VIEW TO MAKING AVAILABLE THE BENEFITS OF
CERTAIN RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION (THE
"SEC") WHICH MAY AT ANY TIME PERMIT THE SALE OF THE WARRANT SHARES TO THE PUBLIC
WITHOUT REGISTRATION, THE COMPANY AGREES TO USE ITS COMMERCIALLY REASONABLE BEST
EFFORTS TO:
(A)
MAKE AND KEEP PUBLIC INFORMATION AVAILABLE, AS THOSE TERMS ARE
UNDERSTOOD AND DEFINED IN RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT");
(B)
FILE WITH THE SEC IN A TIMELY MANNER ALL REPORTS AND OTHER
DOCUMENTS REQUIRED OF THE COMPANY UNDER THE SECURITIES ACT AND THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT"); AND
(C)
FURNISH TO THE REGISTERED HOLDER FORTHWITH UPON REQUEST A WRITTEN
STATEMENT BY THE COMPANY AS TO ITS COMPLIANCE WITH THE REPORTING REQUIREMENTS OF
SUCH RULE 144 AND OF THE SECURITIES ACT AND THE EXCHANGE ACT, A COPY OF THE MOST
RECENT ANNUAL OR QUARTERLY REPORT OF THE COMPANY, AND SUCH OTHER REPORTS AND
DOCUMENTS SO FILED BY THE COMPANY AS THE REGISTERED HOLDER MAY REASONABLY
REQUEST IN AVAILING ITSELF OF ANY RULE OR REGULATION OF THE SEC ALLOWING THE
REGISTERED HOLDER TO SELL ANY WARRANT SHARES WITHOUT REGISTRATION.
6.
ADJUSTMENTS.
(A)
IF OUTSTANDING SHARES OF COMMON STOCK SHALL BE SUBDIVIDED INTO A
GREATER NUMBER OF SHARES OR A DIVIDEND IN COMMON STOCK SHALL BE PAID IN RESPECT
OF COMMON STOCK, THE EXERCISE PRICE IN EFFECT IMMEDIATELY PRIOR TO SUCH
SUBDIVISION OR AT THE RECORD DATE OF SUCH DIVIDEND SHALL SIMULTANEOUSLY WITH THE
EFFECTIVENESS OF SUCH SUBDIVISION OR IMMEDIATELY AFTER THE RECORD DATE OF SUCH
DIVIDEND BE PROPORTIONATELY REDUCED.
IF OUTSTANDING SHARES OF THE COMMON STOCK
SHALL BE COMBINED INTO A SMALLER NUMBER OF SHARES, THE EXERCISE PRICE IN EFFECT
IMMEDIATELY PRIOR TO SUCH COMBINATION SHALL, SIMULTANEOUSLY WITH THE
EFFECTIVENESS OF SUCH COMBINATION, BE PROPORTIONATELY INCREASED.
WHEN ANY
ADJUSTMENT IS REQUIRED TO BE MADE IN THE EXERCISE PRICE PURSUANT TO THIS SECTION
6(A), THE NUMBER OF WARRANT SHARES PURCHASABLE UPON THE EXERCISE OF THIS WARRANT
SHALL BE CHANGED TO THE NUMBER DETERMINED BY DIVIDING (I) AN AMOUNT EQUAL TO THE
NUMBER OF WARRANT SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT IMMEDIATELY
PRIOR TO SUCH ADJUSTMENT, MULTIPLIED BY THE EXERCISE PRICE IN EFFECT IMMEDIATELY
PRIOR TO SUCH ADJUSTMENT, BY (II) THE EXERCISE PRICE IN EFFECT IMMEDIATELY AFTER
SUCH ADJUSTMENT.
(B)
IF THERE SHALL OCCUR ANY CAPITAL REORGANIZATION OR
RECLASSIFICATION OF THE COMMON STOCK (OTHER THAN A CHANGE IN PAR VALUE OR A
SUBDIVISION OR COMBINATION AS PROVIDED FOR IN SECTION 6(A) ABOVE), THEN, AS PART
OF ANY SUCH REORGANIZATION OR RECLASSIFICATION, LAWFUL PROVISION SHALL BE MADE
SO THAT THE REGISTERED HOLDER SHALL HAVE THE RIGHT THEREAFTER TO RECEIVE UPON
THE EXERCISE HEREOF THE KIND