AND FURNISH HOLDER WITH A CERTIFICATE OF ITS CHIEF
FINANCIAL OFFICER SETTING FORTH SUCH ADJUSTMENT AND THE FACTS UPON WHICH SUCH
ADJUSTMENT IS BASED.
THE COMPANY SHALL, UPON WRITTEN REQUEST, FURNISH HOLDER A
CERTIFICATE SETTING FORTH THE EXERCISE PRICE,
NUMBER OF SHARES AND CLASS OF
SECURITY FOR WHICH THIS WARRANT IS EXERCISABLE IN EFFECT UPON THE DATE THEREOF
AND THE SERIES OF ADJUSTMENTS LEADING TO SUCH EXERCISE PRICE, NUMBER OF SHARES
AND CLASS OF SECURITY.
ARTICLE 3.
REPRESENTATIONS AND COVENANTS OF THE COMPANY.
3.1
REPRESENTATIONS AND WARRANTIES.
THE COMPANY
HEREBY REPRESENTS AND WARRANTS TO THE HOLDER AS FOLLOWS:
3.1.1
ALL SHARES WHICH MAY BE ISSUED UPON THE DUE
EXERCISE OF THIS WARRANT SHALL, UPON ISSUANCE, BE DULY AUTHORIZED, VALIDLY
ISSUED, FULLY PAID AND NON-ASSESSABLE, AND FREE OF ANY LIENS AND ENCUMBRANCES
EXCEPT FOR RESTRICTIONS ON TRANSFER PROVIDED FOR HEREIN OR UNDER APPLICABLE
FEDERAL AND STATE SECURITIES LAWS.
3.1.2
THE COMPANY COVENANTS THAT IT SHALL AT ALL TIMES
CAUSE TO BE RESERVED AND KEPT AVAILABLE OUT OF ITS AUTHORIZED AND UNISSUED
SHARES SUCH NUMBER OF SHARES OF ITS COMMON STOCK AND OTHER SECURITIES AS WILL BE
SUFFICIENT TO PERMIT THE EXERCISE IN FULL OF THIS WARRANT AND THE CONVERSION OR
EXCHANGE OF SUCH COMMON STOCK INTO OR FOR SUCH OTHER SECURITIES.
4
3.1.3
THE EXECUTION AND DELIVERY BY THE COMPANY OF THIS
WARRANT AND THE PERFORMANCE OF ALL OBLIGATIONS OF THE COMPANY HEREUNDER,
INCLUDING THE ISSUANCE TO HOLDER OF THE SHARES UPON EXERCISE OR CONVERSION
HEREOF, (I) HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE ACTION ON THE
PART OF THE COMPANY, ITS BOARD OF DIRECTORS AND STOCKHOLDERS, (II) DO NOT
CONFLICT WITH OR VIOLATE THE CERTIFICATE AND/OR THE COMPANY'S BY-LAWS, (III) DO
NOT CONTRAVENE ANY LAW OR GOVERNMENTAL RULE, REGULATION OR ORDER APPLICABLE TO
IT, AND (IV) DO NOT CONTRAVENE ANY PROVISION OF, OR CONSTITUTE A DEFAULT UNDER,
ANY MATERIAL INDENTURE, MORTGAGE, CONTRACT OR OTHER INSTRUMENT TO WHICH IT IS A
PARTY OR BY WHICH IT IS BOUND.
THIS WARRANT CONSTITUTES THE LEGAL, VALID AND
BINDING AGREEMENT OF THE COMPANY, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS.
3.2
NOTICE OF CERTAIN EVENTS.
IF THE COMPANY
PROPOSES AT ANY TIME (A) TO DECLARE ANY DIVIDEND OR DISTRIBUTION UPON ANY OF ITS
COMMON STOCK, WHETHER IN CASH, PROPERTY, STOCK, OR OTHER SECURITIES AND WHETHER
OR NOT A REGULAR CASH DIVIDEND; (B) TO OFFER FOR SUBSCRIPTION PRO RATA TO THE
HOLDERS OF COMMON STOCK ANY ADDITIONAL SHARES OF STOCK OF ANY CLASS OR SERIES OR
OTHER RIGHTS; (C) TO EFFECT ANY RECLASSIFICATION OR RECAPITALIZATION OF ANY OF
ITS COMMON STOCK; OR (D) TO MERGE OR CONSOLIDATE WITH OR INTO ANY OTHER
CORPORATION, OR SELL, LEASE, LICENSE, OR CONVEY ALL OR SUBSTANTIALLY ALL OF ITS
ASSETS, OR TO LIQUIDATE, DISSOLVE OR WIND UP, THEN, IN CONNECTION WITH EACH SUCH
EVENT, THE COMPANY SHALL GIVE HOLDER (1) AT LEAST 20 DAYS PRIOR WRITTEN NOTICE
OF THE DATE ON WHICH A RECORD WILL BE TAKEN FOR SUCH DIVIDEND, DISTRIBUTION, OR
SUBSCRIPTION RIGHTS (AND SPECIFYING THE DATE