BINDING SHARE EXCHANGE TO WHICH
THE COMPANY IS A PARTY OTHER THAN A MERGER IN WHICH THE COMPANY IS THE
CONTINUING PERSON AND WHICH DOES NOT RESULT IN ANY RECLASSIFICATION OF, OR
CHANGE (OTHER THAN A CHANGE IN NAME, OR PAR VALUE, OR FROM PAR VALUE TO NO PAR
VALUE, OR FROM NO PAR VALUE TO PAR VALUE OR AS A RESULT OF A SUBDIVISION OR
COMBINATION) IN, THE COMMON STOCK, OR (C) ANY SALE, TRANSFER, LEASE, CONVEYANCE
OR OTHER DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF THE PROPERTY OR ASSETS OF
THE COMPANY (EACH, A "FUNDAMENTAL TRANSACTION"), THEN THE COMPANY OR SUCH
SUCCESSOR OR PURCHASING PERSON, AS THE CASE MAY BE, SHALL, AS A CONDITION
PRECEDENT TO SUCH FUNDAMENTAL TRANSACTION, EXECUTE AND DELIVER TO THE WARRANT
AGENT A SUPPLEMENT TO THIS AGREEMENT IN FORM REASONABLY SATISFACTORY TO THE
WARRANT AGENT PROVIDING THAT, AT AND AFTER THE EFFECTIVE TIME OF SUCH
FUNDAMENTAL TRANSACTION (I) THE HOLDER OF EACH WARRANT THEN OUTSTANDING SHALL
HAVE THE RIGHT TO EXERCISE SUCH WARRANT INTO THE KIND AND AMOUNT OF SHARES OF
STOCK AND OTHER SECURITIES AND PROPERTY (INCLUDING CASH) RECEIVABLE UPON SUCH
FUNDAMENTAL TRANSACTION BY A HOLDER OF THE NUMBER OF SHARES OF COMMON STOCK
DELIVERABLE UPON EXERCISE OF SUCH WARRANT IMMEDIATELY PRIOR TO SUCH FUNDAMENTAL
TRANSACTION (INCLUDING THE RIGHT OF A STOCKHOLDER TO SELECT THE PARTICULAR TYPE
OF CONSIDERATION TO BE RECEIVED), AND (II) IN LIEU OF THE RIGHTS PROVIDED BY
CLAUSE (I), A HOLDER MAY ELECT TO RECEIVE FROM THE COMPANY OR SUCH SUCCESSOR OR
PURCHASING PERSON, AN AMOUNT IN CASH EQUAL TO THE VALUE OF SUCH HOLDER'S
WARRANT, CALCULATED IN ACCORDANCE WITH THE BLACK-SCHOLES FORMULA (USING
VOLATILITY OF 50%).
SUCH SUPPLEMENT SHALL (A) BRIEFLY DESCRIBE THE FUNDAMENTAL
TRANSACTION GIVING RISE THERETO, (B) STATE THE KIND AND AMOUNT OF SHARES OF
STOCK OR SECURITIES OR PROPERTY (INCLUDING CASH) RECEIVABLE BY HOLDERS OF THE
WARRANTS UPON EXERCISE THEREOF FOLLOWING ANY SUCH FUNDAMENTAL TRANSACTION AND
ANY ADJUSTMENT TO BE MADE WITH RESPECT THERETO, (C) PROVIDE FOR ADJUSTMENTS OF
THE WARRANT PRICE WHICH SHALL BE AS NEARLY EQUIVALENT AS MAY BE PRACTICABLE TO
THE ADJUSTMENTS OF THE WARRANT PRICE PROVIDED FOR IN THIS SECTION 5 (INCLUDING,
BUT NOT LIMITED TO, ADJUSTMENTS FOR ANY CASH DIVIDENDS OR DISTRIBUTIONS MADE BY
THE SUCCESSOR OR PURCHASING PERSON), AND (D) DESCRIBE THE PROCEDURE BY WHICH A
HOLDER MAY EXERCISE THE RIGHTS, AND RECEIVE THE PAYMENT, DESCRIBE IN CLAUSE (II)
ABOVE.
IF, IN THE CASE OF ANY SUCH FUNDAMENTAL TRANSACTION, THE STOCK OR OTHER
SECURITIES AND PROPERTY (INCLUDING CASH) RECEIVABLE THEREUPON BY A HOLDER OF
COMMON STOCK INCLUDES SHARES OF STOCK OR OTHER SECURITIES AND PROPERTY OF A
PERSON OTHER THAN THE SUCCESSOR OR PURCHASING PERSON, AS THE CASE MAY BE, IN
SUCH FUNDAMENTAL
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TRANSACTION, THEN SUCH SUPPLEMENT SHALL ALSO BE EXECUTED BY SUCH OTHER PERSON
AND SHALL CONTAIN SUCH ADDITIONAL PROVISIONS TO PROTECT THE INTERESTS OF THE
HOLDERS OF THE WARRANTS AS THE COMPANY'S BOARD OF DIRECTORS IN GOOD FAITH SHALL
REASONABLY DETERMINE NECESSARY BY REASON OF