PRIOR TO SUCH EVENT; AND IF ANY RECLASSIFICATION ALSO
RESULTS IN A CHANGE IN SHARES COVERED BY SECTION 2.1, THEN SUCH ADJUSTMENT SHALL
BE MADE PURSUANT TO BOTH THIS SECTION 2.2 AND SECTION 2.1 (WITHOUT
DUPLICATION).
THE PROVISIONS OF THIS SECTION 2.2 SHALL SIMILARLY APPLY TO
SUCCESSIVE RECLASSIFICATIONS, CAPITAL REORGANIZATIONS AND MERGERS OR
CONSOLIDATIONS, SALES OR OTHER TRANSFERS.
3.
RESERVATION OF SHARES.
SPCO SHALL AT ALL TIMES RESERVE AND KEEP
AVAILABLE OUT OF ITS AUTHORIZED BUT UNISSUED SHARES OF COMMON STOCK, SUCH NUMBER
OF SHARES OF COMMON STOCK AS SHALL FROM TIME TO TIME BE ISSUABLE UPON EXERCISE
OF THE WARRANTS.
IF AT ANY TIME THE NUMBER OF AUTHORIZED BUT UNISSUED SHARES OF
COMMON STOCK SHALL NOT BE SUFFICIENT TO PERMIT THE EXERCISE OF THE WARRANTS,
SPCO SHALL PROMPTLY SEEK SUCH CORPORATE ACTION AS MAY NECESSARY TO INCREASE ITS
AUTHORIZED BUT UNISSUED SHARES OF COMMON STOCK TO SUCH NUMBER OF SHARES AS SHALL
BE SUFFICIENT FOR SUCH PURPOSE.
4.
CERTIFICATE AS TO ADJUSTMENTS.
IN EACH CASE OF ANY ADJUSTMENT IN
THE EXERCISE PRICE, OR NUMBER OR TYPE OF SHARES ISSUABLE UPON EXERCISE OF THESE
WARRANTS, THE CHIEF FINANCIAL OFFICER OF SPCO SHALL COMPUTE SUCH ADJUSTMENT IN
ACCORDANCE WITH THE TERMS OF THESE WARRANTS AND PREPARE A CERTIFICATE SETTING
FORTH SUCH ADJUSTMENT AND SHOWING IN DETAIL THE FACTS UPON WHICH SUCH ADJUSTMENT
IS BASED, INCLUDING A STATEMENT OF THE ADJUSTED EXERCISE PRICE.
SPCO SHALL
PROMPTLY SEND (BY FACSIMILE AND BY EITHER FIRST CLASS MAIL, POSTAGE PREPAID OR
OVERNIGHT DELIVERY) A COPY OF EACH SUCH CERTIFICATE TO THE HOLDER.
5.
LOSS OR MUTILATION.
UPON RECEIPT OF EVIDENCE REASONABLY
SATISFACTORY TO SPCO OF THE OWNERSHIP OF AND THE LOSS, THEFT, DESTRUCTION OR
MUTILATION OF THIS CERTIFICATE, AND OF INDEMNITY REASONABLY SATISFACTORY TO IT,
AND (IN THE CASE OF MUTILATION) UPON SURRENDER AND CANCELLATION OF THESE
WARRANTS, SPCO WILL EXECUTE AND DELIVER IN LIEU THEREOF A NEW CERTIFICATE OF
LIKE TENOR AS THE LOST, STOLEN, DESTROYED OR MUTILATED CERTIFICATE.
6.
REPRESENTATIONS AND WARRANTIES OF SPCO.
SPCO HEREBY REPRESENTS
AND WARRANTS TO HOLDER THAT:
6.1
DUE AUTHORIZATION.
ALL CORPORATE ACTION ON THE PART OF SPCO, ITS
OFFICERS, DIRECTORS AND SHAREHOLDERS NECESSARY FOR (A) THE AUTHORIZATION,
EXECUTION AND DELIVERY OF, AND THE PERFORMANCE OF ALL OBLIGATIONS OF SPCO UNDER,
THESE WARRANTS, AND (B) THE AUTHORIZATION, ISSUANCE, RESERVATION FOR ISSUANCE
AND DELIVERY OF ALL OF THE COMMON STOCK ISSUABLE UPON EXERCISE OF THESE
WARRANTS, HAS BEEN DULY TAKEN.
THESE WARRANTS CONSTITUTE A VALID AND BINDING
OBLIGATION OF SPCO ENFORCEABLE IN
3
ACCORDANCE WITH THEIR TERMS, SUBJECT, AS TO ENFORCEMENT OF REMEDIES, TO
APPLICABLE BANKRUPTCY, INSOLVENCY, MORATORIUM, REORGANIZATION AND SIMILAR LAWS
AFFECTING CREDITORS' RIGHTS GENERALLY AND TO GENERAL EQUITABLE PRINCIPLES.
6.2
ORGANIZATION.
SPCO IS A CORPORATION DULY ORGANIZED, VALIDLY
EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE REFERENCED IN THE
FIRST PARAGRAPH OF THIS CERTIFICATE AND HAS ALL REQUISITE CORPORATE POWER TO
OWN, LEASE AND OPERATE ITS PROPERTY AND TO CARRY ON ITS BUSINESS AS NOW BEING
CONDUCTED AND AS CURRENTLY PROPOSED TO BE