DECLARATION OF SUCH DIVIDEND OR THE MAKING OF SUCH OTHER
DISTRIBUTION OR THE DATE OF THE GRANTING OF SUCH RIGHT OF SUBSCRIPTION OR
PURCHASE, AS THE CASE MAY BE.
(H)
OTHER DILUTIVE EVENTS.
IN CASE ANY EVENT SHALL OCCUR AS TO WHICH,
BUT FOR THIS SECTION 2.2(H), THE PROVISIONS OF THIS SECTION 2 ARE NOT DIRECTLY
APPLICABLE, AND THE FAILURE TO MAKE ANY ADJUSTMENT WOULD NOT IN THE OPINION OF
THE HOLDER FAIRLY PROTECT THE PURCHASE RIGHTS REPRESENTED BY THIS WARRANT IN
ACCORDANCE WITH THE ESSENTIAL INTENT AND PRINCIPLES OF SUCH SECTIONS, THEN, IN
EACH CASE, AT THE REQUEST OF THE REQUIRED INTEREST, THE COMPANY SHALL APPOINT AN
APPRAISER, WHICH SHALL GIVE ITS OPINION UPON THE ADJUSTMENT, IF ANY, ON THE
BASIS CONSISTENT WITH THE ESSENTIAL INTENT AND PRINCIPLES ESTABLISHED IN THIS
SECTION 2, NECESSARY TO PRESERVE, WITHOUT DILUTION, THE PURCHASE RIGHTS BY THIS
WARRANT.
UPON RECEIPT OF SUCH APPRAISER'S OPINION, WHICH SHALL BE APPLICABLE TO
ALL HOLDERS, THE COMPANY SHALL PROMPTLY MAIL A COPY THEREOF TO THE HOLDERS AND
SHALL MAKE THE ADJUSTMENTS DESCRIBED THEREIN, IF ANY.
SECTION 3.
REDEMPTION AND CANCELLATION OF WARRANTS
3.1.
PUT RIGHT.
(A)
IN THE EVENT THAT THE COMPANY HAS NOT CONSUMMATED A LIQUIDITY
EVENT ON OR BEFORE DECEMBER 9, 2011, THE HOLDER MAY DEMAND AT ANY TIME FROM SUCH
DATE UNTIL THE EXPIRATION DATE (THE "PUT PERIOD") THAT THE COMPANY PURCHASE (OR
CAUSE TO BE PURCHASED) THIS WARRANT AND ANY WARRANT INTERESTS HELD BY THE HOLDER
(THE "PUT SECURITIES") FOR THE REDEMPTION PRICE BY DELIVERY OF A WRITTEN NOTICE
TO THE COMPANY (THE DATE SUCH NOTICE IS DELIVERED TO THE COMPANY SHALL
HEREINAFTER BE REFERRED TO AS THE "PUT DEMAND DATE"); PROVIDED, THAT PRIOR TO
THE
13
COMMENCEMENT OF THE PUT PERIOD, THE COMPANY MAY ELECT, BY DELIVERING PRIOR
WRITTEN NOTICE TO THE HOLDER NO LATER THAN 180 DAYS PRIOR TO THE COMMENCEMENT OF
THE PUT PERIOD, TO EXTEND THE COMMENCEMENT OF THE PUT PERIOD AND THE EXPIRATION
DATE TO SEPTEMBER 9, 2012.
WITHIN TEN BUSINESS DAYS OF THE PUT DEMAND DATE, THE
COMPANY SHALL DELIVER A NOTICE TO THE HOLDER IDENTIFYING THE REDEMPTION PRICE
AND PROVIDING THE CALCULATIONS THEREOF.
THE COMPANY SHALL PAY THE REDEMPTION
PRICE TO SUCH HOLDER AS SOON AS REASONABLY PRACTICABLE (THE "PUT PAYMENT DATE"),
BUT IN NO EVENT LATER THAN 180 DAYS AFTER THE PUT DEMAND DATE (THE "PUT DEMAND
PERIOD"), UPON SURRENDER OF THIS WARRANT, TOGETHER WITH ANY CERTIFICATES
EVIDENCING ANY OTHER PUT SECURITIES, TO THE COMPANY, AT ITS OFFICE, OR, IF
REQUESTED BY SUCH HOLDER WITHOUT SURRENDER OF THIS WARRANT OR SUCH OTHER
CERTIFICATES, BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS TO AN ACCOUNT OR
ACCOUNTS DESIGNATED IN WRITING BY THE HOLDER; PROVIDED, HOWEVER, THAT THE
FOREGOING OBLIGATIONS OF THE COMPANY, AND THE TIME PERIODS IN WHICH THEY MUST BE
PERFORMED, SHALL BE SUBJECT TO THE GAMING LAWS AND ANY REQUIREMENTS OR
RESTRICTIONS IMPOSED BY THE COMMISSION.
THE RIGHT OF THE HOLDER TO DEMAND THAT
THE COMPANY PURCHASE THE PUT SECURITIES IS REFERRED TO AS