Page 50 of 67 SEC Filing
(c) In case the Company
shall fix a payment date for the making of a distribution to all holders of Common Stock (including any such distribution made
in connection with a consolidation or merger in which the Company is the continuing corporation) of evidences of indebtedness
or assets (other than cash dividends or cash distributions payable out of consolidated earnings or earned surplus or dividends
or distributions referred to in Section 8(a)), or subscription rights or warrants, the Warrant Price to be in effect after
such payment date shall be determined by multiplying the Warrant Price in effect immediately prior to such payment date by a fraction,
the numerator of which shall be the total number of shares of Common Stock outstanding multiplied by the Market Price (as defined
below) per share of Common Stock immediately prior to such payment date, less the fair market value (as determined by the Company’s
Board of Directors in good faith) of said assets or evidences of indebtedness so distributed, or of such subscription rights or
warrants, and the denominator of which shall be the total number of shares of Common Stock outstanding multiplied by such Market
Price per share of Common Stock immediately prior to such payment date. “Market Price” as of a particular date
(the “Valuation Date”) shall mean the following: (a) if the Common Stock is then listed on a national stock
exchange (including the Nasdaq Stock Market LLC (“Nasdaq”), the closing sale price of one share of Common Stock
on such exchange on the last trading day prior to the Valuation Date; (b) if the Common Stock is then quoted on the OTC Bulletin
Board (the “Bulletin Board”) or such similar exchange or association, the closing sale price of one share of
Common Stock on the Bulletin Board or such other exchange or association on the last trading day prior to the Valuation Date or,
if no such closing sale price is available, the average of the high bid and the low asked price quoted thereon on the last trading
day prior to the Valuation Date; or (c) if the Common Stock is not then listed on a national stock exchange or quoted on Nasdaq,
the Bulletin Board or such other exchange or association, the fair market value of one share of Common Stock as of the Valuation
Date, shall be determined in good faith by the Board of Directors of the Company and the Warrantholder. If the Common Stock is
not then listed on a national securities exchange, the Bulletin Board or such other exchange or association, the Board of Directors
of the Company shall respond promptly, in writing, to an inquiry by the Warrantholder prior to the exercise hereunder as to the
fair market value of a share of Common Stock as determined by the Board of Directors of the Company. In the event that the Board
of Directors of the Company and the Warrantholder are unable to agree upon the fair market value in respect of subpart (c) hereof,
the Company and the Warrantholder shall jointly select an appraiser, who is experienced in such matters. The decision of such
appraiser shall be final and conclusive, and the cost of such appraiser shall be borne equally by the Company and the Warrantholder.
Such adjustment shall be made successively whenever such a payment date is fixed.
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