THE WARRANTS.
10.
RIGHTS OF THE HOLDER. THE WARRANT HOLDER
SHALL NOT, BY VIRTUE HEREOF, BE ENTITLED TO ANY RIGHTS OF A STOCKHOLDER IN THE
COMPANY, EITHER AT LAW OR EQUITY, AND THE RIGHTS OF THE WARRANT HOLDER ARE
LIMITED TO THOSE EXPRESSED IN THIS WARRANT AND ARE NOT ENFORCEABLE AGAINST THE
COMPANY EXCEPT TO THE EXTENT SET FORTH HEREIN. THIS WARRANT DOES NOT ENTITLE THE
HOLDER TO ANY VOTING RIGHTS OR OTHER RIGHTS AS A SHAREHOLDER OF THE COMPANY
PRIOR TO THE EXERCISE DATE AND THEN ONLY WITH RESPECT TO THE WARRANT SHARES TO
BE ISSUED WITH RESPECT THERETO.
11.
NOTICES OF RECORD DATE.
IN CASE:
(A)
THE COMPANY SHALL TAKE A RECORD OF THE
HOLDERS OF ITS COMMON STOCK (OR OTHER STOCK OR SECURITIES AT THE TIME
DELIVERABLE UPON THE EXERCISE OF THIS WARRANT) FOR THE PURPOSE OF ENTITLING OR
ENABLING THEM TO RECEIVE ANY DIVIDEND OR OTHER DISTRIBUTION, OR TO RECEIVE ANY
RIGHT TO SUBSCRIBE FOR OR PURCHASE ANY SHARES OF ANY CLASS OR ANY OTHER
SECURITIES, OR TO RECEIVE ANY OTHER RIGHT, OR
(B)
OF ANY CAPITAL REORGANIZATION OF THE
COMPANY, ANY RECLASSIFICATION OF THE CAPITAL STOCK OF THE COMPANY, ANY
CONSOLIDATION OR MERGER OF THE COMPANY WITH OR INTO ANOTHER CORPORATION (OTHER
THAN A CONSOLIDATION OR MERGER IN WHICH THE COMPANY IS THE SURVIVING ENTITY), OR
ANY TRANSFER OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE COMPANY, OR
7
(C)
OF THE VOLUNTARY OR INVOLUNTARY
DISSOLUTION, LIQUIDATION OR WINDING-UP OF THE COMPANY,
THEN, AND IN EACH SUCH CASE, THE COMPANY WILL MAIL OR CAUSE TO BE MAILED TO THE
WARRANT HOLDER A NOTICE SPECIFYING, AS THE CASE MAY BE, (I) THE DATE ON WHICH A
RECORD IS TO BE TAKEN FOR THE PURPOSE OF SUCH DIVIDEND, DISTRIBUTION OR RIGHT,
AND STATING THE AMOUNT AND CHARACTER OF SUCH DIVIDEND, DISTRIBUTION OR RIGHT, OR
(II) THE EFFECTIVE DATE ON WHICH SUCH REORGANIZATION, RECLASSIFICATION,
CONSOLIDATION, MERGER, TRANSFER, DISSOLUTION, LIQUIDATION OR WINDING-UP IS TO
TAKE PLACE, AND THE TIME, IF ANY IS TO BE FIXED, AS OF WHICH THE HOLDERS OF
RECORD OF COMMON STOCK (OR SUCH OTHER STOCK OR SECURITIES AT THE TIME
DELIVERABLE UPON THE EXERCISE OF THIS
WARRANT) SHALL BE ENTITLED TO EXCHANGE
THEIR SHARES OF COMMON STOCK (OR SUCH OTHER STOCK OR SECURITIES) FOR SECURITIES
OR OTHER PROPERTY DELIVERABLE UPON SUCH REORGANIZATION, RECLASSIFICATION,
CONSOLIDATION, MERGER, TRANSFER, DISSOLUTION, LIQUIDATION OR WINDING-UP.
SUCH
NOTICE SHALL BE MAILED AT LEAST TEN DAYS PRIOR TO THE RECORD DATE OR EFFECTIVE
DATE FOR THE EVENT SPECIFIED IN SUCH NOTICE, PROVIDED THAT THE FAILURE TO MAIL
SUCH NOTICE SHALL NOT AFFECT THE LEGALITY OR VALIDITY OF ANY SUCH ACTION.
THE
COMPANY SHALL NOT BE REQUIRED TO DELIVER ANY SUCH NOTICE WITH RESPECT TO THE
TRANSACTIONS CONTEMPLATED BY THE AGREEMENT AND PLAN OF MERGER, DATED AS OF THE
DATE HEREOF, BY AND AMONG THE COMPANY, REIT AMERICAS, INC., A MARYLAND
CORPORATION, VIRIUM PHARMACEUTICALS, INC., A DELAWARE CORPORATION AND VIRIUM
MERGER SUB, INC., A DELAWARE CORPORATION.
12.
SUCCESSORS.
THE RIGHTS