SPINOFF WARRANT AGREEMENT. On or prior to the date of the Spinoff, the Company shall cause the Distributed Entity to enter into a warrant agreement (the "SPINOFF WARRANT AGREEMENT") to govern the terms of the Spinoff Warrants. The terms and provisions of the Spinoff Warrant Agreement shall be substantially identical to those set forth in this Warrant Agreement, including, without limitation, substantially identical antidilution provisions and agreements of the Distributed Entity as contained herein with respect to the Company, and shall be in form acceptable to those holders of Warrants (or former holders of Warrants) entitled to receive a distribution of the majority of the Spinoff Warrants. The Company shall also cause to be delivered to each such holder or former holder an opinion, satisfactory in form and substance to those holders of Warrants (or former holders of Warrants) entitled to receive a distribution of the majority of the Spinoff Warrants, of independent counsel to the effect that such warrant agreement and the certificates representing the Spinoff Warrants to be issued thereunder are enforceable in accordance with their terms, that upon payment of the purchase price therefor the Distributed Entity's common stock to be issued upon exercise thereof shall be validly issued, fully paid and non-assessable, free and clear of any lien or encumbrance created by the Company or the Distributed Entity and as to such other matters as are customarily addressed in connection with an issuance of warrants as such holders may reasonably request.
