2.5 Reduction of Shares. In the event that certain Convertible Promissory Note issued by the Company, dated as of April 16, 2019, in the principal amount of $1,000,000, does not convert into shares of the Companys Series AA Preferred Stock, whether due to repayment or cancellation of such note or otherwise, the number of Shares that this warrant is exercisable for shall be reduced accordingly. In no event shall this warrant be exercisable for more thatn18,687,605 shares of Common Stock.
2.6 Certificate as to Adjustments. Upon each adjustment of the Warrant Price, the Company at its expense shall promptly compute such adjustment, and furnish Holder with a certificate of its Chief Financial Officer setting forth such adjustment and the facts upon which such adjustment is based. The Company shall, upon written request, furnish Holder a certificate setting forth the Warrant Price in effect upon the date thereof and the series of adjustments leading to such Warrant Price.
2.7 Fractional Shares. No fractional Shares shall be issuable upon exercise or conversion of the warrant and the Number of Shares to be issued shall be rounded down to the nearest whole Share. If a fractional share interest arises upon any exercise or conversion of the warrant, the Company shall eliminate such fractional share interest by paying Holder the amount computed by multiplying the fractional interest by the fair market value of a full Share.
REPRESENTATIONS AND COVENANTS
3.1 Company Representations and Warranties. The Company hereby represents and warrants to the Holder as that all Shares which may be issued upon the exercise of the purchase right represented by this warrant, and all securities, if any, issuable upon conversion of the Shares, shall, upon issuance, be duly authorized, validly issued, fully paid and nonassessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein or under applicable federal and state securities laws.
3.2 Notice of Certain Events. The Company shall provide Holder with not less than five (5) days prior written notice of, including a description of the material facts surrounding, any of the following events: (a) declaration of any dividend or distribution upon its common stock, whether in cash, property, stock, or other securities and whether or not a regular cash dividend; (b) effecting any reclassification or recapitalization of common stock; or (c) an Acquisition.
3.3 Reservation of Shares; No Impairment. The Company shall not, by amendment of its organizational documents or through reorganization, consolidation, merger, dissolution, issue or sale of securities, sale of assets or any other voluntary action, willfully avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of Holder hereunder against wrongful impairment. Without limiting the generality of the foregoing, the Company shall take such action as may be necessary or appropriate in order that the Company may duly and validly issue fully paid and nonassessable shares of common stock upon the exercise of this Warrant, including by maintaining an adequate number of authorized but unissued shares of common stock while this Warrant remains outstanding.
3.4 Stockholder Agreements. Upon exercise of this Warrant (other than in connection with an Acquisition or after a public offering of the Shares), upon the request of the Company, Holder shall promptly become a party to the Rights Agreement and any other agreement executed by all of the Companys stockholders with respect to their ownership of the Shares.
3.5 Holder Investments Representations. With respect to the acquisition of this Warrant and any of the Shares issuable upon exercise of this Warrant, Holder hereby represents and warrants to, and agrees with, the Company as follows:
(a) Purchase Entirely for Own Account. This Warrant is issued to Holder in reliance upon Holders representation to the Company that this Warrant and the Shares issuable upon exercise of this Warrant