Page 49 of 67 SEC Filing
7.
Reservation of Common Stock. The Company hereby represents and warrants that there have been reserved, and the Company
shall at all applicable times keep reserved until issued (if necessary) as contemplated by this Section 7, out of the authorized
and unissued shares of Common Stock, sufficient shares to provide for the exercise of the rights of purchase represented by this
Warrant. The Company agrees that all the Warrant Shares issued upon due exercise of the Warrant shall be, at the time of delivery
of the certificates for such Warrant Shares, duly authorized, validly issued, fully paid and non-assessable shares of the Common
Stock of the Company.
8.
Adjustments. Subject and pursuant to the provisions of this Section 8, the Warrant Price and the number of
Warrant Shares subject to this Warrant shall be subject to adjustment from time to time as set forth hereinafter:
(a)
If the Company shall, at any time or from time to time while this Warrant is outstanding, pay a dividend or make a distribution
on its Common Stock in shares of Common Stock, subdivide its outstanding shares of Common Stock into a greater number of shares
or combine its outstanding shares of Common Stock into a smaller number of shares or issue by reclassification of its outstanding
shares of Common Stock any shares of its capital stock (including any such reclassification in connection with a consolidation
or merger in which the Company is the continuing corporation), then the number of Warrant Shares purchasable upon exercise of the
Warrant and the Warrant Price in effect immediately prior to the date upon which such change shall become effective, shall be adjusted
by the Company so that the Warrantholder thereafter exercising the Warrant shall be entitled to receive the number of shares of
Common Stock or other capital stock which the Warrantholder would have received if the Warrant had been exercised immediately prior
to such event upon payment of a Warrant Price that has been adjusted to reflect a fair allocation of the economics of such event
to the Warrantholder. Such adjustments shall be made successively whenever any event listed above shall occur.
(b)
If any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company
with another corporation in which the Company is not the survivor, or sale, transfer or other disposition of all or substantially
all of the Company’s assets to another corporation shall be effected, then, as a condition of such reorganization, reclassification,
consolidation, merger, sale, transfer or other disposition, lawful and adequate provision shall be made whereby the Warrantholder
shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and
in lieu of the Warrant Shares immediately theretofore issuable upon exercise of the Warrant, such shares of stock, securities
or assets as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the number
of Warrant Shares immediately theretofore issuable upon exercise of the Warrant, had such reorganization, reclassification, consolidation,
merger, sale, transfer or other disposition not taken place, and in any such case appropriate provision shall be made with respect
to the rights and interests of the Warrantholder to the end that the provisions hereof (including, without limitation, provision
for adjustment of the Warrant Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to
any shares of stock, securities or assets thereafter deliverable upon the exercise hereof. The Company shall not effect any such
consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the
successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or
otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the Warrantholder,
at the address of the Warrantholder set forth in the Purchase Agreement, such shares of stock, securities or assets as, in accordance
with the foregoing provisions, the Warrantholder may be entitled to purchase, and the other obligations under this Warrant. The
provisions of this paragraph (b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers,
sales, transfers or other dispositions.
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