Exhibit 4.3
[FORM OF WARRANT]
NEITHER THE
ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE
NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE
SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR
ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE
FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II)
UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID
ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY
BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.
AROTECH
CORPORATION
Warrant
To Purchase Common Stock
Number of
Shares of Common Stock: [496,652][33,482][27,902]
Date of
Issuance: August 14, 2008 (" Issuance Date ")
AROTECH CORPORATION, a Delaware corporation (the
" Company "), hereby certifies that, for good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, [HIGHBRIDGE INTERNATIONAL LLC] [CRANSHIRE CAPITAL
L.P.] [IROQUOIS MASTER FUND LTD.], the registered holder hereof or
its permitted assigns (the " Holder "), is entitled, subject
to the terms set forth below, to purchase from the Company, at the
Exercise Price (as defined below) then in effect, at any time or
times on or after the date hereof (the " Initial Exercise
Date "), but not after 11:59 p.m., New York time, on the
Expiration Date (as defined below), [FOUR HUNDRED NINETY SIX
THOUSAND SIX HUNDRED FIFTY TWO (496,652)] [THIRTY THREE THOUSAND
FOUR HUNDRED EIGHTY TWO (33,652)][TWENTY SEVEN THOUSAND NINE
HUNDRED AND TWO (27,902)] fully paid nonassessable shares of Common
Stock (as defined below) (the " Warrant Shares
"). Except as otherwise defined herein, capitalized
terms in this Warrant shall have the meanings set forth in Section
17. This Warrant (including all Warrants issued in
exchange, transfer or replacement hereof, the " Warrants ")
is one of the Warrants to purchase Common Stock (the " SPA
Warrants ") issued pursuant to Section 1 of that certain
Securities Purchase Agreement, dated as of August 14, 2008 (the "
Subscription Date "), by and among the Company and the
investors (the " Buyers ") referred to therein (the "
Securities Purchase Agreement ").
(a) Mechanics of Exercise
. Subject to the terms and conditions hereof (including,
without limitation, the limitations set forth in Section 1(g)),
this Warrant may be exercised by the Holder on any day on or after
the date hereof, in whole or in part, by (i) delivery of a
written notice, in the form attached hereto as Exhibit A
(the " Exercise Notice "), of the Holder's election to
exercise this Warrant to the Company and (ii) (A) payment to the
Company of an amount equal to the applicable Exercise Price
multiplied by the number of Warrant Shares as to which this Warrant
is being exercised (the " Aggregate Exercise Price ") in
cash or by wire transfer of immediately available funds or (B) by
notifying the Company that this Warrant is being exercised pursuant
to a Cashless Exercise (as defined in Section 1(d)). The
Holder shall not be required to deliver the original Warrant in
order to effect an exercise hereunder. Execution and
delivery of the Exercise Notice with respect to less than all of
the Warrant Shares shall have the same effect as cancellation of
the original Warrant and issuance of a new Warrant evidencing the
right to purchase the remaining number of Warrant
Shares. On or before the first (1
st ) Business Day following the date on which the
Company has received each of the Exercise Notice and the Aggregate
Exercise Price (or notice of a Cashless Exercise) (the "
Exercise Delivery Documents "), the Company shall transmit
by facsimile an acknowledgment of confirmation of receipt of the
Exercise Delivery Documents to the Holder and the Company's
transfer agent (the " Transfer Agent "). On or
before the third (3 rd )
Business Day following the date on which the Company has received
all of the Exercise Delivery Documents (the " Share Delivery
Date "), the Company shall (X) provided that the Transfer Agent
is participating in The Depository Trust Company (" DTC ")
Fast Automated Securities Transfer Program, upon the request of the
Holder, credit such aggregate number of Warrant Shares to which the
Holder is entitled pursuant to such exercise to the Holder's or its
designee's balance account with DTC through its Deposit Withdrawal
Agent Commission system, or (Y) if the Transfer Agent is not
participating in the DTC Fast Automated Securities Transfer
Program, issue and dispatch by overnight courier to the address as
specified in the Exercise Notice, a certificate, registered in the
Company's share register in the name of the Holder or its designee,
for the number of shares of Common Stock to which the Holder is
entitled pursuant to such exercise which certificates shall not
bear any restrictive legends if this Warrant is exercised pursuant
to a Cashless Exercise or if a registration statement covering the
resale of the Warrant Shares is effective. Upon delivery
of the Exercise Delivery Documents, the Holder shall be deemed for
all corporate purposes to have become the holder of record of the
Warrant Shares with respect to which this Warrant has been
exercised, irrespective of the date such Warrant Shares are
credited to the Holder's DTC account or the date of delivery of the
certificates evidencing such Warrant Shares as the case may
be. If this Warrant is submitted in connection with any
exercise pursuant to this Section 1(a) and the number of Warrant
Shares represented by this Warrant submitted for exercise is
greater than the number of Warrant Shares being acquired upon an
exercise, then the Company shall as soon as practicable and in no
event later than three Business Days after any exercise and at its
own expense, issue a new Warrant (in accordance with Section 7(d))
representing the right to purchase the number of Warrant Shares
purchasable immediately prior to such exercise under this Warrant,
less the number of Warrant Shares with respect to which this
Warrant is exercised. No fractional shares of Common
Stock are to be issued upon the exercise of this Warrant, but
rather the number of shares of Common Stock to be issued shall be
rounded up to the nearest whole number. The Company
shall pay any and all taxes which may be payable with respect to
the issuance and delivery of Warrant Shares upon exercise of this
Warrant.
(b) Exercise Price
. For purposes of this Warrant, " Exercise Price
" means $2.25, subject to adjustment as provided herein.
(c) Company's Failure to Timely
Deliver Shares . Subject to Section 1(g), if the
Company shall fail for any reason or for no reason within three
Business Days of the of receipt of the Exercise Delivery Documents,
a certificate for the number of shares of Common Stock to which the
Holder is entitled and register such shares of Common Stock on the
Company's share register or to credit the Holder's balance account
with DTC for such number of shares of Common Stock to which the
Holder is entitled upon the Holder's exercise of this Warrant, and
if after such third (3rd) Business Day the Holder purchases (in an
open market transaction or otherwise) shares of Common Stock to
deliver in satisfaction of a sale by the Holder of the Warrant
Shares that the Holder anticipated receiving from the Company (a "
Buy-In "), then the Company shall, within three (3) Business
Days after the Holder’s request and in the Holder’s
discretion, either (i) pay cash to the Holder in an amount equal to
the Holder’s total purchase price (including brokerage
commissions, if any) for the shares of Common Stock so purchased
(the " Buy-In Price "), at which point the Company's
obligation to deliver such certificate (and to issue such shares of
Common Stock) or credit such Holder's balance account with DTC
shall terminate, or (ii) promptly honor its obligation to deliver
to the Holder a certificate or certificates representing such
shares of Common Stock or credit such Holder's balance account with
DTC and pay cash to the Holder in an amount equal to the excess (if
any) of the Buy-In Price over the product of (A) such number of
shares of Common Stock, times (B) the Closing Sale Price on the
date of the event giving rise to the Company’s obligation to
deliver such certificate. Subject to Section 1(g), if
the Company shall fail for any reason or for no reason within three
(3) Business Days of the of receipt of the Exercise Delivery
Documents, a certificate for the number of shares of Common Stock
to which the Holder is entitled and register such shares of Common
Stock on the Company's share register or to credit the Holder's
balance account with DTC for such number of shares of Common Stock
to which the Holder is entitled upon the Holder's exercise of this
Warrant, then the Holder will have the right to rescind such
exercise.
(d) Cashless Exercise .
Notwithstanding anything contained herein to the
contrary, if at any time following the earlier of the (i) Initial
Effectiveness Deadline and (ii) the Initial Effectiveness Date
(each as defined in the Registration Rights Agreement) the
Registration Statement (as defined in the Registration Rights
Agreement) covering the Warrant Shares that are the subject of the
Exercise Notice (the " Unavailable Warrant Shares ") is not
available for the resale of such Unavailable Warrant Shares, the
Holder may, in its sole discretion, exercise this Warrant in whole
or in part and, in lieu of making the cash payment otherwise
contemplated to be made to the Company upon such exercise in
payment of the Aggregate Exercise Price, elect instead to receive
upon such exercise the "Net Number" of shares of Common Stock
determined according to the following formula (a " Cashless
Exercise "):
Net Number = (A x B) - (A x C)
For purposes of the foregoing
formula:
A= the total
number of shares with respect to which this Warrant is then being
exercised.
B= the average
of the Closing Sale Prices of the shares of Common Stock (as
reported by Bloomberg) for the five (5) consecutive Trading Days
ending on the date immediately preceding the date of the Exercise
Notice.
C= the Exercise
Price then in effect for the applicable Warrant Shares at the time
of such exercise.
(e) Absolute and Unconditional
Obligation . The Company’s obligations to
issue and deliver Warrant Shares in accordance with the terms
hereof are absolute and unconditional, irrespective of any action
or inaction by the Holder to enforce the same, the recovery of any
judgment against any Person or any action to enforce the same, or
any setoff, counterclaim, recoupment, limitation or termination, or
any breach or alleged breach by the Holder or any other Person of
any obligation to the Company or any violation or alleged violation
of law by the Holder or any other Person. Nothing herein
shall limit the Holder’s right to pursue any other remedies
available to it hereunder, at law or in equity, including, without
limitation, a decree of specific performance and/or injunctive
relief with respect to the Company’s failure to timely
deliver certificates representing Warrant Shares upon exercise of
the Warrant as required pursuant to the terms hereof.
(f) Disputes
. In the case of a dispute as to the determination of
the Exercise Price or the arithmetic calculation of the Warrant
Shares, the Company shall promptly issue to the Holder the number
of Warrant Shares that are not disputed and resolve such dispute in
accordance with Section 12.
(g) Limitations on
Exercises
(i)
Beneficial Ownership . The Company shall not
effect the exercise of this Warrant, and the Holder shall not have
the right to exercise this Warrant, to the extent that after giving
effect to such exercise, such Person (together with such Person's
affiliates) would beneficially own in excess of 4.99% (the "
Maximum Percentage ") of the shares of Common Stock
outstanding immediately after giving effect to such
exercise. For purposes of the foregoing sentence, the
aggregate number of shares of Common Stock beneficially owned by
such Person and its affiliates shall include the number of shares
of Common Stock issuable upon exercise of this Warrant with respect
to which the determination of such sentence is being made, but
shall exclude shares of Common Stock which would be issuable upon
(i) exercise of the remaining, unexercised portion of this Warrant
beneficially owned by such Person and its affiliates and (ii)
exercise or conversion of the unexercised or unconverted portion of
any other securities of the Company beneficially owned by such
Person and its affiliates (including, without limitation, any
convertible notes, convertible debentures, convertible preferred
stock or warrants) subject to a limitation on conversion or
exercise analogous to the limitation contained
herein. Except as set forth in the preceding sentence,
for purposes of this paragraph, beneficial ownership shall be
calculated in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended. For purposes of this
Warrant, in determining the number of outstanding shares of Common
Stock, the Holder may rely on the number of outstanding shares of
Common Stock as reflected in (1) the Company's most recent Form
10-K, Form 10-Q, Current Report on Form 8-K or other public filing
with the Securities and Exchange Commission, as the case may be,
(2) a more recent public announcement by the Company or (3) any
other notice by the Company or the Transfer Agent setting forth the
number of shares of Common Stock outstanding. For any
reason at any time, upon the written or oral request of the Holder,
the Company shall within one Business Day confirm orally and in
writing to the Holder the number of shares of Common Stock then
outstanding. In any case, the number of outstanding
shares of Common Stock shall be determined after giving effect to
the conversion or exercise of securities of the Company, including
the SPA Securities and the SPA Warrants, by the Holder and its
affiliates since the date as of which such number of outstanding
shares of Common Stock was reported. By written notice
to the Company, the Holder may increase or decrease the Maximum
Percentage to any other percentage not in excess of 9.99% specified
in such notice; provided that (x) any such increase will not be
effective until the sixty-first (61 st )
day after such notice is delivered to the Company, and (y) any such
increase or decrease will apply only to the Holder and not to any
other holder of SPA Warrants. The provisions of this
paragraph shall be construed and implemented in a manner otherwise
than in strict conformity with the terms of this Section 1(g)(i) to
correct this paragraph (or any portion hereof) which may be
defective or inconsistent with the intended beneficial ownership
limitation herein contained or to make changes or supplements
necessary or desirable to properly give effect to such
limitation.
(ii)
Principal Market Regulation . The Company shall
not be obligated to issue any shares of Common Stock upon exercise
of this Warrant if the issuance of such shares of Common Stock
would exceed that number of shares of Common Stock which the
Company may issue upon exercise of this Warrant (including, as
applicable, any shares of Common Stock issued upon conversion of
the SPA Securities) without breaching the Company's obligations
under the rules or regulations of the Principal Market (the "
Exchange Cap "), except that such limitation shall not apply
in the event that the Company obtains the approval of its
stockholders as required by the applicable rules of the Principal
Market for issuances of shares of Common Stock in excess of such
amount. Until such approval is obtained, no Buyer shall
be issued, upon exercise or conversion, as applicable, of any SPA
Warrants or SPA Securities, shares of Common Stock in an amount
greater than the product of the Exchange Cap multiplied by a
fraction, the numerator of which is the total number of shares of
Common Stock underlying the SPA Warrants issued to such Buyer
pursuant to the Securities Purchase Agreement on the Subscription
Date and the denominator of which is the aggregate number of shares
of Common Stock underlying all the Warrants issued to the Buyers
pursuant to the Securities Purchase Agreement on the Subscription
Date (with respect to each Buyer, the " Exchange Cap
Allocation "). In the event that any Buyer shall
sell or otherwise transfer any of such Buyer's SPA Warrants, the
transferee shall be allocated a pro rata portion of such Buyer's
Exchange Cap Allocation, and the restrictions of the prior sentence
shall apply to such transferee with respect to the portion of the
Exchange Cap Allocation allocated to such transferee. In
the event that any holder of SPA Warrants shall exercise all of
such holder's SPA Warrants into a number of shares of Common Stock
which, in the aggregate, is less than such holder's Exchange Cap
Allocation, then the difference between such holder's Exchange Cap
Allocation and the number of shares of Common Stock actually issued
to such holder shall be allocated to the respective Exchange Cap
Allocations of the remaining holders of SPA Warrants on a pro rata
basis in proportion to the shares of Common Stock underlying the
SPA Warrants then held by each such holder.
(h) Insufficient Authorized
Shares . If at any time while any of the Warrants
remain outstanding the Company does not have a sufficient number of
authorized and unreserved shares of Common Stock to satisfy its
obligation to reserve for issuance upon exercise of the Warrants at
least a number of shares of Common Stock equal to 130% of the
number of shares of Common Stock as shall from time to time be
necessary to effect the exercise of all of the Warrants then
outstanding (the " Required Reserve Amount ") (an
" Authorized Share Failure "), then the Company shall
immediately take all action necessary to increase the Company's
authorized shares of Common Stock to an amount sufficient to allow
the Company to reserve the Required Reserve Amount for the Warrants
then outstanding. Without limiting the generality of the
foregoing sentence, as soon as practicable after the date of the
occurrence of an Authorized Share Failure, but in no event later
than ninety (90) days after the occurrence of such Authorized Share
Failure, the Company shall hold a meeting of its stockholders for
the approval of an increase in the number of authorized shares of
Common Stock. In connection with such meeting, the
Company shall provide each stockholder with a proxy statement and
shall use its best efforts to solicit its stockholders' approval of
such increase in authorized shares of Common Stock and to cause its
board of directors to recommend to the stockholders that they
approve such proposal.
2.
ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES
. The Exercise Price and the number of Warrant Shares
shall be adjusted from time to time as follows:
(a) Adjustment upon Issuance of
Shares of Common Stock . If and whenever on or after
the Subscription Date and on or prior to the two (2) year
anniversary of the Initial Effective Date (as defined in the
Registration Rights Agreement), the Company issues or sells, or in
accordance with this Section 2(a) is deemed to have issued or sold,
any shares of Common Stock (including the issuance or sale of
shares of Common Stock owned or held by or for the account of the
Company, but excluding shares of Common Stock issued or sold or
deemed to have been issued or sold by the Company in connection
with any Excluded Security) for a consideration per share (the "
Applicable Price ") less than a price equal to the Exercise
Price in effect immediately prior to such issue or sale (the
foregoing a " Dilutive Issuance "), then immediately after
such Dilutive Issuance the Exercise Price then in effect shall be
reduced to the Applicable Price with respect to a portion of the
total number of Warrant Shares underlying this Warrant, with the
portion of the total number of Warrant Shares underlying this
Warrant that is subject to the adjusted Exercise Price to be
determined by multiplying (i) the total number of Warrant Shares
underlying this Warrant whose Exercise Price is greater than the
Applicable Price by (ii) the Adjustment Fraction (as defined in the
SPA Securities) as determined under the SPA
Securities. The adjustment of the Exercise Price under
this Section 2(a) allows for multiple Exercise Prices to be
applicable under this Warrant. Further adjustments shall
be made successively for successive Dilutive Issuances with
adjustments to the Exercise Price affecting portions of the Warrant
with the highest Exercise Price first and then successively to the
portions of the Warrant with the lowest Exercise
Price. For purposes of determining the adjusted Exercise
Price under this Section 2(a), the following shall be
applicable:
(i)
Issuance of Options . If the Company in any
manner grants any Options and the lowest price per share for which
one share of Common Stock is issuable upon the exercise of any such
Option or upon conversion, exercise or exchange of any Convertible
Securities issuable upon exercise of any such Option is less than
the Applicable Price, then such share of Common Stock shall be
deemed to be outstanding and to have been issued and sold by the
Company at the time of the granting or sale of such Option for such
price per share. For purposes of this Section 2(a)(i),
the "lowest price per share for which one share of Common Stock is
issuable upon exercise of any such Options or upon conversion,
exercise or exchange of any Convertible Securities issuable upon
exercise of such Option" shall be equal to the sum of the lowest
amounts of consideration (if any) received or receivable by the
Company with respect to any one share of Common Stock upon the
granting or sale of the Option, upon exercise of the Option and
upon conversion, exercise or exchange of any Convertible Security
issuable upon exercise of such Option. No further
adjustment of the Exercise Price or number of Warrant Shares shall
be made upon the actual issuance of such shares of Common Stock or
of such Convertible Securities upon the exercise of such Options or
upon the actual issuance of such shares of Common Stock upon
conversion, exercise or exchange of such Convertible
Securities.
(ii)
Issuance of Convertible Securities . If the
Company in any manner issues or sells any Convertible Securities
and the lowest price per share for which one share of Common Stock
is issuable upon the conversion, exercise or exchange thereof is
less than the Applicable Price, then such share of Common Stock
shall be deemed to be outstanding and to have been issued and sold
by the Company at the time of the issuance or sale of such
Convertible Securities for such price per share. For the
purposes of this Section 2(a)(ii), the "lowest price per share for
which one share of Common Stock is issuable upon the conversion,
exercise or exchange thereof" shall be equal to the sum of the
lowest amounts of consideration (if any) received or receivable by
the Company with respect to one share of Common Stock upon the
issuance or sale of the Convertible Security and upon conversion,
exercise or exchange of such Convertible Security. No
further adjustment of the Exercise Price or number of Warrant
Shares shall be made upon the actual issuance of such shares of
Common Stock upon conversion, exercise or exchange of such
Convertible Securities, and if any such issue or sale of such
Convertible Securities is made upon exercise of any Options for
which adjustment of this Warrant has been or is to be made pursuant
to other provisions of this Section 2(a), no further adjustment of
the Exercise Price or number of Warrant Shares shall be made by
reason of such issue or sale.
(iii)
Change in Option Price or Rate of Conversion. If
the purchase price provided for in any Options, the additional
consideration, if any, payable upon the issue, conversion, exercise
or exchange of any Convertible Securities, or the rate at which any
Convertible Securities are convertible into or exercisable or
exchangeable for shares of Common Stock increases or decreases at
any time, the Exercise Price and the number of Warrant Shares in
effect at the time of such increase or decrease shall be adjusted
to the Exercise Price and the number of Warrant Shares which would
have been in effect at such time had such Options or Convertible
Securities provided for such increased or decreased purchase price,
additional consideration or increased or decreased conversion rate,
as the case may be, at the time initially granted, issued or
sold. For purposes of this Section 2(a)(iii), if the
terms of any Option or Convertible Security that was outstanding as
of the date of issuance of this Warrant are increased or decreased
in the manner described in the immediately preceding sentence, then
such Option or Convertible Security and the shares of Common Stock
deemed issuable upon exercise, conversion or exchange thereof shall
be deemed to have been issued as of the date of such increase or
decrease. No adjustment pursuant to this Section 2(a)
shall be made if such adjustment would result in an increase of the
Exercise Price then in effect or a decrease in the number of
Warrant Shares.
(iv)
Calculation of Consideration Received . In case
any Option is issued in connection with the issue or sale of other
securities of the Company, together comprising one integrated
transaction, (x) the Options will be deemed to have been issued for
a value determined by use of the Black Scholes Option Pricing Model
(the " Option Value ") and (y) the other securities issued
or sold in such integrated transaction shall be deemed to have been
issued for the difference of (I) the aggregate consideration
received by the Company, less (II) the Option Value. If
any Common Stock, Options or Convertible Securities are issued or
sold or deemed to have been issued or sold for cash, the
consideration received therefor will be deemed to be the gross
amount received by the Company therefor. If any Common
Stock, Options or Convertible Securities are issued or sold for a
consideration other than cash, the amount of the consideration
other than cash received by the Company will be the fair value of
such consideration, except where such consideration consists of
securities, in which case the amount of consideration received by
the Company will be the Closing Sale Price of such securities on
the date of receipt. If any Common Stock, Options or
Convertible Securities are issued to the owners of the
non-surviving entity in connection with any merger in which the
Company is the surviving entity, the amount of consideration
therefor will be deemed to be the fair value of such portion of the
net assets and business of the non-surviving entity as is
attributable to such Common Stock, Options or Convertible
Securities, as the case may be. The fair value of any
consideration other than cash or securities will be determined
jointly by the Company and the Required Holders. If such
parties are unable to reach agreement within ten (10) days after
the occurrence of an event requiring valuation (the " Valuation
Event "), the fair value of such consideration will be
determined within five (5) Business Days after the tenth (10
th ) day following the Valuation Event by an
independent, reputable appraiser jointly selected by the Company
and the Required Holders. The determination of such
appraiser shall be deemed binding upon all parties absent manifest
error and the fees and expenses of such appraiser shall be borne by
the Company.
(v)
Record Date . If the Company takes a record of
the holders of shares of Common Stock for the purpose of entitling
them (A) to receive a dividend or other distribution payable
in shares of Common Stock, Options or in Convertible Securities or
(B) to subscribe for or purchase shares of Common Stock,
Options or Convertible Securities, then such record date will be
deemed to be the date of the issue or sale of the shares of Common
Stock deemed to have been issued or sold upon the declaration of
such dividend or the making of such other distribution or the date
of the granting of such right of subscription or purchase, as the
case may be.
(b)
Adjustment upon Subdivision or Combination of Common Stock
. If the Company at any time on or after the
Subscription Date subdivides (by any stock split, stock dividend,
recapitalization or otherwise) one or more classes of its
outstanding shares of Common Stock into a greater number of shares,
the Exercise Price in effect immediately prior to such subdivision
will be proportionately reduced and the number of Warrant Shares
will be proportionately increased. If the Company at any
time on or after the Subscription Date combines (by combination,
reverse stock split or otherwise) one or more classes of its
outstanding shares of Common Stock into a smaller number of shares,
the Exercise Price in effect immediately prior to such combination
will be proportionately increased and the number of Warrant Shares
will be proportionately decreased.&nbs
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