Page 51 of 67 SEC Filing
(d)
An adjustment to the Warrant Price shall become effective immediately after the payment date in the case of each dividend
or distribution and immediately after the effective date of each other event which requires an adjustment.
(e)
In the event that, as a result of an adjustment made pursuant to this Section 8, the Warrantholder shall become entitled
to receive any shares of capital stock of the Company other than shares of Common Stock, the number of such other shares so receivable
upon exercise of this Warrant shall be subject thereafter to adjustment from time to time in a manner and on terms as nearly equivalent
as practicable to the provisions with respect to the Warrant Shares contained in this Warrant.
9.
Fractional Interest. The Company shall not be required to issue fractions of Warrant Shares upon the exercise of
this Warrant. If any fractional share of Common Stock would, except for the provisions of the first sentence of this Section
9, be deliverable upon such exercise, the Company, in lieu of delivering such fractional share, shall pay to the exercising
Warrantholder an amount in cash equal to the Market Price of such fractional share of Common Stock on the date of exercise.
10.
Benefits. Nothing in this Warrant shall be construed to give any person, firm or corporation (other than the Company
and the Warrantholder) any legal or equitable right, remedy or claim, it being agreed that this Warrant shall be for the sole and
exclusive benefit of the Company and the Warrantholder.
11.
Notices to Warrantholder. Upon the happening of any event requiring an adjustment of the Warrant Price, the Company
shall promptly give written notice thereof to the Warrantholder at the address appearing in the records of the Company, stating
the adjusted Warrant Price and the adjusted number of Warrant Shares resulting from such event and setting forth in reasonable
detail the method of calculation and the facts upon which such calculation is based. Failure to give such notice to the Warrantholder
or any defect therein shall not affect the legality or validity of the subject adjustment.
12.
Notices. Unless otherwise provided, all notices and other communications hereunder shall be in writing and shall
be deemed received (a) on the date of delivery if delivered personally and/or by messenger service, (b) on the date of confirmation
of receipt of transmission by facsimile (or, the first Business Day following such receipt if (i) the date is not a Business Day
or (ii) confirmation of receipt is given after 5:00 p.m., Pacific Time) or (c) on the date of confirmation of receipt if delivered
by a nationally or internationally recognized courier service (or, the first Business Day following such receipt if (i) the date
is not a Business Day or (ii) confirmation of receipt is given after 5:00 p.m., Pacific Time), to the parties at the address set
forth in the Purchase Agreement (or at such other address or facsimile number for a party as shall be specified by like notice):
13.
Successors. All the covenants and provisions hereof by or for the benefit of the Warrantholder shall bind and inure
to the benefit of its respective successors and assigns hereunder.
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