8x8 1998 Annual Report Download - page 56

the issue thereof. During the period within which the rights represented by this Warrant may be exercised, the Company shall at all times have
authorized and reserved for issuance sufficient shares of its Common Stock to provide for the exercise of the rights represented by this Warrant.
3. Stock Splits, Dividends and Combinations. Subject to the provisions of Section 12 hereof, in the event that the Company shall at any time
subdivide the outstanding shares of Common Stock or shall issue a stock dividend on its outstanding shares of Common Stock the number of
Shares issuable upon exercise of this Warrant immediately prior to such subdivision or to the issuance of such stock dividend shall be
proportionately increased, and the Exercise Price shall be proportionately decreased, and in the event that the Company shall at any time
combine the outstanding shares of Common Stock the number of Shares issuable upon exercise of this Warrant immediately prior to such
combination shall be proportionately decreased, and the Exercise Price shall be proportionately increased, effective at the close of business on
the date of such subdivision, stock dividend or combination, as the case may be.
4. Notice of Adjustments. Whenever the number of Shares purchasable hereunder or the Exercise Price thereof shall be adjusted pursuant to
Section 3 hereof, the Company shall provide notice by first class mail to the holder of this Warrant setting forth, in reasonable detail, the event
requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the number of Shares which
may be purchased and the Exercise Price therefor after giving effect to such adjustment.
5. Repurchase on Sale, Merger or Consolidation of the Company.
(a) "Acquisition". For the purpose of this Warrant, "Acquisition" means any reclassification or change of the Common Stock (other than a
change in par value, or as a result of a subdivision or combination), or any consolidation or merger of the Company with or into another
corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any
reclassification or change of outstanding securities issuable upon exercise of this Warrant), or any sale of all or substantially all of the assets of
the Company.
(b) Assumption of Warrant. If upon the closing of any Acquisition the successor entity assumes the obligations of this Warrant, then this
Warrant shall be exercisable for the same amount and type of securities, cash, and property as would be payable for the Shares issuable upon
exercise of the unexercised portion of this Warrant as if such Shares were outstanding on the record date for the Acquisition and subsequent
closing. If upon the closing of any Acquisition the successor entity assumes the obligations of this Warrant, the exercise price of the Warrant
shall be adjusted such that the exercise price for the amount of securities, cash and property as would be payable for the Shares issuable upon
exercise of the unexercised portion of this Warrant as if such Shares were outstanding on the record date for the Acquisition and subsequent
closing, is set at an amount equal to the Warrant Price, and such that the aggregate exercise price for this Warrant is set such that it is equal to
the Warrant Price multiplied by the number of the Shares.
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