"APPRAISER'S DETERMINATION"), WHO SHALL DELIVER TO THE COMPANY AND
THE HOLDER A REPORT DESCRIBING ITS METHODOLOGY AND RESULTS IN REASONABLE DETAIL
WITHIN 30 DAYS OF SUCH ENGAGEMENT.
IN ARRIVING AT ITS DETERMINATION, THE
APPRAISER SHALL BASE ANY VALUATION OF PROPERTY ON THE FAIR MARKET VALUE OF SUCH
PROPERTY ASSUMING THAT SUCH PROPERTY WAS SOLD IN AN ARM'S LENGTH TRANSACTION
BETWEEN AN
10
INFORMED AND WILLING BUYER AND AN INFORMED AND WILLING SELLER, UNDER NO
COMPULSION TO BUY OR SELL, TAKING INTO ACCOUNT ALL THE RELEVANT FACTS AND
CIRCUMSTANCES THEN PREVAILING.
THE HOLDER SHALL BE AFFORDED REASONABLE
OPPORTUNITIES TO DISCUSS THE APPRAISAL WITH THE APPRAISER.
THE APPRAISER'S
DETERMINATION SHALL BE FINAL AND BINDING ON THE COMPANY AND THE HOLDERS, ABSENT
MANIFEST ERROR.
THE COSTS OF CONDUCTING AN APPRAISAL SHALL BE BORNE BY THE
COMPANY.
(I)
NOTICE OF CORPORATE ACTION.
IN THE EVENT THE COMPANY PROPOSES
TO:
(I) PAY, DISTRIBUTE, OR TAKE A RECORD OF THE HOLDERS OF ANY CLASS OF
SECURITIES FOR THE PURPOSE OF DETERMINING THE HOLDERS THEREOF WHO ARE ENTITLED
TO RECEIVE ANY DIVIDEND OR OTHER DISTRIBUTION, OR ANY RIGHT TO SUBSCRIBE FOR,
PURCHASE OR OTHERWISE ACQUIRE ANY SHARES OF CAPITAL STOCK OR ANY OTHER
SECURITIES OR PROPERTY, OR (II) CONSUMMATE ANY CAPITAL REORGANIZATION,
RECLASSIFICATION, RECAPITALIZATION, CONSOLIDATION, MERGER, TRANSFER OF ALL OR
SUBSTANTIALLY ALL OF ITS ASSETS, DISSOLUTION, LIQUIDATION OR WINDING-UP, OR ANY
SIMILAR TRANSACTION THEN, AT LEAST 10 DAYS PRIOR TO THE EARLIER OF ANY
APPLICABLE RECORD DATE OR SUCH EVENT, AS THE CASE MAY BE, THE COMPANY SHALL MAIL
TO THE HOLDER A NOTICE SPECIFYING:
(A) THE DATE OR EXPECTED DATE ON WHICH ANY
SUCH PAYMENT OR DISTRIBUTION IS TO BE MADE OR RECORD IS TO BE TAKEN AND THE
AMOUNT AND CHARACTER OF ANY SUCH DIVIDEND, DISTRIBUTION OR RIGHT, (B) THE DATE
OR EXPECTED DATE ON WHICH ANY SUCH REORGANIZATION, RECLASSIFICATION,
RECAPITALIZATION, CONSOLIDATION, MERGER, TRANSFER, DISSOLUTION, LIQUIDATION,
WINDING-UP OR SIMILAR TRANSACTION IS TO TAKE EFFECT AND ANY RECORD DATE
THEREFOR, (C) THE TIME AS OF WHICH ANY HOLDERS OF RECORD OF SHARES OF COMMON
STOCK AND/OR ANY OTHER CLASS OF SECURITIES SHALL BE ENTITLED TO EXCHANGE THEIR
SHARES OF COMMON STOCK AND/OR OTHER SECURITIES FOR THE SECURITIES OR OTHER
PROPERTY DELIVERABLE UPON SUCH REORGANIZATION, RECLASSIFICATION,
RECAPITALIZATION, CONSOLIDATION, MERGER, TRANSFER, DISSOLUTION, LIQUIDATION,
WINDING-UP OR SIMILAR TRANSACTION AND A DESCRIPTION IN REASONABLE DETAIL OF SUCH
TRANSACTION AND (D) IN EACH CASE, THE EXPECTED EFFECT ON THE NUMBER OF SHARES
PURCHASABLE UPON EXERCISE OF THIS WARRANT AND THE EXERCISE PRICE OF EACH SUCH
TRANSACTION OR EVENT.
THE COMPANY SHALL UPDATE ANY SUCH NOTICE TO REFLECT ANY
CHANGE IN THE FOREGOING INFORMATION.
9.
NO FRACTIONAL SHARES.
NO FRACTIONAL SHARES OF COMMON STOCK SHALL
BE ISSUED IN CONNECTION WITH ANY EXERCISE HEREUNDER, BUT IN LIEU OF SUCH
FRACTIONAL SHARES THE COMPANY SHALL MAKE A CASH PAYMENT THEREFOR BASED ON THE
FAIR MARKET VALUE THEREOF.
10.
OTHER ANTIDILUTION PROVISIONS.
IN THE EVENT THAT THE COMPANY
PROPOSES TO ISSUE, SELL, GRANT OR ASSUME ANY CONVERTIBLE OR EXCHANGEABLE DEBT
(INCLUDING, WITHOUT LIMITATION, DEBT