DATE OF THE EXERCISE TIME AND THE EXERCISE PRICE OF SUCH FRACTIONAL
SHARE.
Section 2.
Adjustment of Exercise Price and Number of Shares.
In order to prevent dilution of the rights granted under this Warrant, the
Exercise Price and the number of shares of Warrant Stock obtainable upon
exercise of this Warrant shall be subject to adjustment from time to time as
provided in this Section 2.
2A.
ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES UPON ISSUANCE OF
COMMON STOCK.
(I)
EXCEPT FOR (A) ANY SHARES OF COMMON STOCK ISSUED AS A DIVIDEND OR
DISTRIBUTION ON THE COMMON STOCK TO WHICH SECTION 2C APPLIES, (B) ANY SECURITIES
ISSUED BY THE COMPANY UPON THE EXERCISE, CONVERSION OR EXCHANGE IN ACCORDANCE
WITH THEIR RESPECTIVE TERMS OF OPTIONS OR COMMON STOCK EQUIVALENTS OUTSTANDING
ON THE DATE HEREOF INCLUDING, WITHOUT LIMITATION, (A) THE SERIES A CONVERTIBLE
PARTICIPATING PREFERRED STOCK ISSUED PURSUANT TO THE PURCHASE AGREEMENT AND
(B) THE WARRANTS ISSUED TO ABRY MEZZANINE PARTNERS, L.P. AND ITS AFFILIATES ON
THE DATE HEREOF OR (C) COMMON STOCK AND OPTIONS TO ACQUIRE COMMON STOCK PURSUANT
TO OPTIONS, INCENTIVE OR COMPENSATION PLANS APPROVED BY THE BOARD OF DIRECTORS
OF THE COMPANY TO EMPLOYEES, DIRECTORS AND INDEPENDENT CONTRACTORS IN AN
AGGREGATE AMOUNT AFTER THE DATE HEREOF THAT DOES NOT EXCEED (I) 1,050,000 SHARES
OF COMMON STOCK, WHETHER ISSUED AS SHARES OF COMMON STOCK OR AS OPTIONS TO
ACQUIRE COMMON STOCK, AND (II) 330,121 SHARES OF COMMON STOCK ISSUABLE UPON
EXERCISE OF OPTIONS OUTSTANDING ON THE DATE HEREOF (IN EACH CASE, AS ADJUSTED TO
REFLECT ANY STOCK SPLIT, REVERSE STOCK SPLIT, STOCK DIVIDEND OR SIMILAR EVENT
CONSUMMATED AFTER THE DATE HEREOF), IF AND WHENEVER AFTER THE DATE OF THE
PURCHASE AGREEMENT THE COMPANY ISSUES OR SELLS, OR IN ACCORDANCE WITH SECTION 2B
IS DEEMED TO HAVE ISSUED OR SOLD, ANY SHARES OF ITS COMMON STOCK FOR A
CONSIDERATION PER SHARE LESS THAN THE MARKET PRICE OF THE COMMON STOCK
DETERMINED AS OF THE DATE OF SUCH ISSUE OR SALE, THEN IMMEDIATELY UPON SUCH
ISSUE OR SALE THE EXERCISE PRICE SHALL BE REDUCED TO THE EXERCISE PRICE
DETERMINED BY MULTIPLYING THE EXERCISE PRICE IN EFFECT IMMEDIATELY PRIOR TO SUCH
ISSUE OR SALE BY A FRACTION, THE NUMERATOR OF WHICH SHALL BE THE SUM OF (1) THE
NUMBER OF SHARES OF COMMON STOCK DEEMED OUTSTANDING IMMEDIATELY PRIOR TO SUCH
ISSUE OR SALE MULTIPLIED BY THE MARKET PRICE OF THE COMMON STOCK DETERMINED AS
OF THE DATE OF SUCH ISSUANCE OR SALE, PLUS (2) THE CONSIDERATION, IF ANY,
RECEIVED BY THE COMPANY UPON SUCH ISSUE OR SALE, AND THE DENOMINATOR OF WHICH
SHALL BE THE PRODUCT DERIVED BY
4
MULTIPLYING SUCH MARKET PRICE OF THE COMMON STOCK BY THE NUMBER OF SHARES OF
COMMON STOCK DEEMED OUTSTANDING IMMEDIATELY AFTER SUCH ISSUE OR SALE.
(II)
UPON EACH SUCH ADJUSTMENT OF THE EXERCISE PRICE HEREUNDER, THE
NUMBER OF SHARES OF WARRANT STOCK ACQUIRABLE UPON EXERCISE OF THIS WARRANT SHALL
BE ADJUSTED TO THE NUMBER OF SHARES DETERMINED BY MULTIPLYING THE EXERCISE PRICE