SHARES, THE HOLDER WILL DELIVER A WRITTEN NOTICE TO THE COMPANY
DESCRIBING IN REASONABLE DETAIL THE PROPOSED TRANSFER AND THE REASON SUCH
TRANSFER IS ALLOWED UNDER THE SECURITIES LAWS. IN ADDITION, AT THE COMPANY'S
REASONABLE REQUEST, THE HOLDER SHALL DELIVER AN OPINION OF COUNSEL WHICH (TO THE
COMPANY'S REASONABLE SATISFACTION) IS KNOWLEDGEABLE IN SECURITIES LAWS MATTERS
TO THE EFFECT THAT SUCH TRANSFER MAY BE MADE WITHOUT REGISTRATION UNDER THE
SECURITIES LAWS. THE COMPANY MAY ALSO REQUIRE THE TRANSFEREE TO CONFIRM IN
WRITING THE TRANSFERREE'S AGREEMENT TO BE BOUND BY THE RESTRICTIONS HEREOF.
8.
NO RIGHTS AS SHAREHOLDER UNTIL EXERCISE.
THIS WARRANT DOES NOT
ENTITLE THE HOLDER TO ANY VOTING RIGHTS OR OTHER RIGHTS AS A SHAREHOLDER OF THE
COMPANY PRIOR TO THE EXERCISE HEREOF. UPON THE PROPER EXERCISE OF THIS WARRANT
PURSUANT TO SECTION 3(A) OR 3(C), THE WARRANT
3
SHARES SO PURCHASED SHALL BE AND BE DEEMED TO BE ISSUED TO SUCH HOLDER AS THE
RECORD OWNER OF SUCH SHARES AS OF THE CLOSE OF BUSINESS ON THE DATE OF SUCH
SURRENDER OR PAYMENT.
9.
LOSS, THEFT, DESTRUCTION OR MUTILATION OF WARRANT.
THE COMPANY
COVENANTS THAT UPON RECEIPT BY THE COMPANY OF EVIDENCE REASONABLY SATISFACTORY
TO IT OF THE LOSS, THEFT, DESTRUCTION OR MUTILATION OF THIS WARRANT, AND IN CASE
OF LOSS, THEFT OR DESTRUCTION, OF INDEMNITY OR SECURITY REASONABLY SATISFACTORY
TO IT (WHICH, MAY INCLUDE AN INDEMNITY OR THE POSTING OF ANY BOND), AND UPON
SURRENDER AND CANCELLATION OF SUCH WARRANT, IF MUTILATED, THE COMPANY WILL MAKE
AND DELIVER A NEW WARRANT OF LIKE TENOR AND DATED AS OF SUCH CANCELLATION, IN
LIEU OF SUCH WARRANT.
10.
ADJUSTMENTS OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES.
(A)
STOCK SPLITS, ETC.
THE NUMBER AND KIND OF SECURITIES PURCHASABLE
UPON THE EXERCISE OF THIS WARRANT AND THE EXERCISE PRICE SHALL BE SUBJECT TO
ADJUSTMENT FROM TIME TO TIME UPON THE HAPPENING OF ANY OF THE FOLLOWING. IN CASE
THE COMPANY SHALL (I) PAY A DIVIDEND IN SHARES OF COMMON STOCK OR MAKE A
DISTRIBUTION IN SHARES OF COMMON STOCK TO HOLDERS OF ITS OUTSTANDING COMMON
STOCK, (II) SUBDIVIDE ITS OUTSTANDING SHARES OF COMMON STOCK INTO A GREATER
NUMBER OF SHARES, (III) COMBINE ITS OUTSTANDING SHARES OF COMMON STOCK INTO A
SMALLER NUMBER OF SHARES OF COMMON STOCK, OR (IV) ISSUE ANY SHARES OF ITS
CAPITAL STOCK IN A RECLASSIFICATION OF THE COMMON STOCK, THEN THE NUMBER OF
WARRANT SHARES PURCHASABLE UPON EXERCISE OF THIS WARRANT IMMEDIATELY PRIOR
THERETO SHALL BE ADJUSTED SO THAT THE HOLDER SHALL BE ENTITLED TO RECEIVE THE
KIND AND NUMBER OF WARRANT SHARES OR OTHER SECURITIES OF THE COMPANY WHICH IT
WOULD HAVE OWNED OR HAVE BEEN ENTITLED TO RECEIVE HAD SUCH WARRANT BEEN
EXERCISED IN ADVANCE THEREOF. UPON EACH SUCH ADJUSTMENT OF THE KIND AND NUMBER
OF WARRANT SHARES OR OTHER SECURITIES OF THE COMPANY WHICH ARE PURCHASABLE
HEREUNDER, THE HOLDER SHALL THEREAFTER BE ENTITLED TO PURCHASE THE NUMBER OF
WARRANT SHARES OR OTHER SECURITIES RESULTING FROM SUCH ADJUSTMENT AT AN EXERCISE
PRICE PER