Common use of Accountants' Report as to Adjustments Clause in Contracts

Accountants' Report as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable upon the exercise of the Warrants, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms of the Warrants and cause independent public accountants of recognized national standing selected by the Company (which may be the regular auditors of the Company) to verify such computation and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including without limitation a statement of (a) the consideration received or to be received by the Company for any Additional Shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the Warrant Price in effect immediately prior to such issue or sale and as adjusted and readjusted (if required by section 2) on account thereof. The Company will forthwith mail a copy of each such report to each holder of a Warrant and will, upon the written request at any time of any holder of a Warrant, furnish to such holder a like report setting forth the Warrant Price at the time in effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports at its principal office and will cause the same to be available for inspection at such office during normal business hours by any holder of a Warrant or any prospective purchaser of a Warrant designated by the holder thereof.

Accountants' Report as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable upon the exercise of the Warrantsthis Warrant, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms of the Warrants this Warrant and cause independent certified public accountants accounts of recognized national nation al standing selected by the Company (which may be the regular auditors of the Company) selected by the Company to verify such computation (other than any computation of the fair value of property as determined in good faith by the Board of Directors of the Company) and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including without limitation a statement of (a) the consideration received or to be received by the Company for any Additional Shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the Warrant Price in effect immediately prior to such issue or sale and as adjusted and readjusted (if required by section 2Section 2 hereof) on account thereof. The Company will forthwith mail a copy of each such report to each the holder of a this Warrant and will, upon the written request at any time of any the holder of a this Warrant, furnish to such holder a like report setting forth the Warrant Price at the time in effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports at its principal office maintained pursuant to Section 12.2(a) hereof and will cause the same to be available for inspection at such office during normal business hours by any the holder of a this Warrant or any prospective purchaser of a Warrant designated by the holder thereof.

Accountants' Report as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) Interests issuable upon the exercise of the Warrantsthis Warrant, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms of the Warrants this Warrant and cause independent certified public accountants of recognized national standing selected by the Company (which may be the regular auditors of the Company) selected by the Company to verify such computation and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including without limitation a statement of (a) the consideration received or to be received by the Company for any Additional Shares of Common Stock Interests issued or sold or deemed to have been issued, (b) the number of shares of Common Stock Interests outstanding or deemed to be outstanding, and (c) the Warrant Price Interest Quantity in effect immediately prior to such issue or sale and as adjusted and readjusted (if required by section Section 2) on account thereof. The Company will forthwith mail a copy of each such report to each holder Holder of a Warrant and will, upon the written request at any time of any holder Holder of a Warrant, furnish to such holder Holder a like report setting forth the Warrant Price Interest Quantity at the time in effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports at its principal office and will cause the same to be available for inspection at such office during normal business hours by any holder Holder of a Warrant or any prospective purchaser of a Warrant designated by the holder Holder thereof.

Accountants' Report as to Adjustments. In each case of any ------------------------------------- adjustment or readjustment in the shares of Common Warrant Stock (or Other Securities) issuable upon the exercise of the Warrants, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms of the Warrants and cause independent public accountants of recognized national standing selected by the Company (which may be the regular auditors of the Company) to verify such computation and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including without limitation a statement of (a) the consideration received or to be received by the Company for any Additional Shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the Warrant Exercise Price in effect immediately prior to such issue or sale and as adjusted and readjusted (if required by section 2) on account thereof. The Company will forthwith mail a copy of each such report to each holder of a Warrant and will, upon the written request at any time of any holder Holder of a Warrant, furnish to such holder Holder a like report setting forth the Warrant Exercise Price at the time in effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports at its principal office and will cause the same to be available for inspection at such office during normal business hours by any holder Holder of a Warrant or any prospective purchaser of a Warrant designated by the holder Holder thereof.

Accountants' Report as to Adjustments. In each case of any ------------------------------------- adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable upon the exercise of the Warrantsthis Warrant, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms of the Warrants this Warrant and cause independent certified public accountants of recognized national standing selected by the Company (which may be the regular auditors of the Company) selected by the Company to verify such computation (other than any computation of the fair value of property as determined in good faith by the Board of Directors of the Company (if Holder objects to such determination, Holder may seek and receive, at the Company's expense third party appraisal, which shall be the exclusive and binding determination to be used)) and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including without limitation a statement of (a) the consideration received or to be received - by the Company for any Additional Shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common Stock outstanding - or deemed to be outstanding, and (c) the Warrant Price Quantity in effect immediately - prior to such issue or sale and as adjusted and readjusted (if required by section Section 2) on account thereof. The Company will forthwith mail a copy of each such report to each holder Holder of a Warrant and will, upon the written request at any time of any holder Holder of a Warrant, furnish to such holder Holder a like report setting forth the Warrant Price Quantity at the time in effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports at its principal office and will cause the same to be available for inspection at such office during normal business hours by any holder Holder of a Warrant or any prospective purchaser of a Warrant designated by the holder Holder thereof.

Accountants' Report as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable upon the exercise of the Warrantsthis Warrant, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms of the Warrants this Warrant and cause independent certified public accountants of recognized national standing selected by the Company (which may be the regular auditors of the Company) selected by the Company to verify such computation (other than any computation of the fair value of property as determined in good faith by the Board of Directors of the Company) and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including without limitation a statement of (a) the consideration received or to be received by the Company for any Additional Shares additional shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the number of Warrant Price Shares in effect under this Warrant immediately prior to such issue or sale and as adjusted and readjusted (if required by section Section 2) on account thereof. The Company will forthwith mail a copy of each such report to each holder Holder of a Warrant and will, upon the written request at any time of any holder Holder of a Warrant, furnish to such holder Holder a like report setting forth the number of Warrant Price Shares under this Warrant at the time in effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports at its principal office and will cause the same to be available for inspection at such office during normal business hours by any holder Holder of a Warrant or any prospective purchaser of a Warrant designated by the holder Holder thereof.

Accountants' Report as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable upon the exercise of the Warrants, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms of the Warrants and and, if requested in writing to do so by any holder of a Warrant, will cause independent public accountants of recognized national standing selected by the Company (which may be the regular auditors of the Company) to verify such computation and computation. The Company or, if so requested, the Company's independent public accountants, will prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including without limitation a statement of (a) the consideration received or to be received by the Company for any Additional Shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the Warrant Price in effect immediately prior to such issue or sale and as adjusted and readjusted (if required by section 2) on account thereof. The Company will forthwith mail a copy of each such report to each holder of a Warrant and will, upon the written request at any time of any holder of a Warrant, furnish to such holder a like report setting forth the Warrant Price at the time in effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports at its principal office and will cause the same to be available for inspection at such office during normal business hours by any holder of a Warrant or any prospective purchaser of a Warrant designated by the holder thereof.

Accountants' Report as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable upon the exercise of the Warrantsthis Warrant, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms of this Warrant and, at the Warrants and written request of the holder, cause independent certified public accountants of recognized national standing selected by the Company (which may be the regular auditors of the Company) selected by the Company to verify such computation (other than any computation of the fair value of property as determined in good faith by the Board of Directors of the Company) and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including without limitation a statement of (a) the consideration received or to be received by the Company for any Additional Shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the Warrant Price in effect immediately prior to such issue or sale and as adjusted and readjusted (if required by section 2) on account thereof. The Company will forthwith mail a copy of each such report to each holder of a Warrant and will, upon the written request at any time of any holder of a Warrant, furnish to such holder a like report setting forth the Warrant Price at the time in effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports at its principal office and will cause the same to be available for inspection at such office during normal business hours by any holder of a Warrant or any prospective purchaser of a Warrant designated by the holder thereof.

Accountants' Report as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable upon the exercise of the Warrantsthis Warrant, the Company at its expense will shall promptly compute such adjustment or readjustment in accordance with the terms of the Warrants this Warrant and cause independent certified public accountants of recognized national international standing selected by the Company (which may be the regular auditors of the Company) selected by the Company to verify such computation (other than any computation of the fair value of property as determined in good faith by the Board of Directors of the Company) and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including without limitation a statement of (a) the consideration received or to be received by the Company for any Additional Shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the Warrant Price Adjustment Factor in effect immediately prior to such issue or sale and as adjusted and readjusted (if required by section 2Section 3) on account thereof. The Company will shall forthwith mail a copy of each such report to each holder of a Warrant Holder and willshall, upon the written request at any time of any holder of a WarrantHolder, furnish to such holder a like report setting forth the Warrant Price Adjustment Factor at the time in effect and showing in reasonable detail how it was calculated. The Company will shall also keep copies of all such reports at its principal office and will shall cause the same to be available for inspection at such office during normal business hours by any holder of a Warrant Holder or any prospective purchaser of a Warrant designated by the holder Holder thereof.

Accountants' Report as to Adjustments. In each case of any ------------------------------------- adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable upon the exercise of the Warrantsthis Warrant, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms of the Warrants and cause independent public accountants of recognized national standing selected by the Company (which may be the regular auditors of the Company) to verify such computation this Warrant and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including without limitation a statement of (a) the consideration received or to be received by the Company for any Additional Shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the Warrant Price in effect immediately prior to such issue or sale and as adjusted and readjusted (if required by section 2) on account thereof. The Company will forthwith mail a copy of each such report to each holder of a Warrant and will, upon the written request at any time of any holder of a Warrant, furnish to such holder a like report setting forth the Warrant Price at the time in effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports at its principal office maintained pursuant to subdivision (a) of section 12.2 and will cause the same to be available for inspection at such office during normal business hours by any holder of a Warrant or any prospective purchaser of a Warrant designated by the holder thereof. Upon the written request at any time of any holder of a Warrant, the Company will cause independent certified public accountants of recognized national standing (which may be the regular auditors of the Company) selected by the Company to verify the Company's computations of adjustment or readjustment of terms of the Warrant (other than any computation of the fair value of property as determined in good faith by the Board of Directors) and related reports.

Accountants' Report as to Adjustments. In each case of any adjustment or readjustment ------------------------------------- in the shares of Common Stock (or Other Securities) issuable upon the exercise of the Warrantsthis Warrant, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms of the Warrants this Warrant and cause independent public accountants of recognized national standing selected by the Company (which may be the regular auditors of the Company) to verify such computation and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including without limitation a statement of (a) the consideration received or to be received by the Company for any Additional Shares shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the Warrant Purchase Price in effect immediately prior to such issue or sale and as adjusted and readjusted (if required by section 2paragraph 3) on account thereof. The Company will forthwith mail a copy of each such report to each the holder of a this Warrant and will, upon the written request at any time of any holder of a this Warrant, furnish to each such holder a like report setting forth the Warrant Purchase Price at the time in effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports at its principal office and will cause the same to be available for inspection at such office during normal business hours by any the holder or holders of a this Warrant or any prospective purchaser of a this Warrant designated by the holder or holders thereof.

Accountants' Report as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable upon the exercise of the Warrantsthis Warrant, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms of the Warrants this Warrant and cause independent certified public accountants of recognized national standing selected by the Company (which may be the regular auditors of the Company) selected by the Company to verify such computation (other than any computation of the fair value of property as determined in good faith by the Board of Directors of the Company) and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including without limitation a statement of (a) the consideration received or to be received by the Company for any Additional Shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the Warrant Price Quantity in effect immediately prior to such issue or sale and as adjusted and readjusted (if required by section Section 2) on account thereof. The Company will forthwith mail a copy of each such report to each holder Holder of a Warrant and will, upon the written request at any time of any holder Holder of a Warrant, furnish to such holder Holder a like report setting forth the Warrant Price Quantity at the time in effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports at its principal office and will cause the same to be available for inspection at such office during normal business hours by any holder Holder of a Warrant or any prospective purchaser of a Warrant designated by the holder Holder thereof.

Accountants' Report as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable upon the exercise of the Warrantsthis Warrant, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms of the Warrants this Warrant and cause independent certified public accountants of recognized national standing selected by the Company (which may be the regular auditors of the Company) selected by the Company to verify such computation (other than any computation of the fair value of property as determined in good faith by the Board of Directors of the Company) and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including without limitation a statement of (a) the consideration received or to be received by the Company for any Additional Shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the Warrant Price Quantity in effect immediately prior to such issue or sale and as adjusted and readjusted (if required by section Section 2) on account thereof. The Company will forthwith mail a copy of each such report to each holder Holder of a Warrant and will, upon the written request at any time of any holder Holder of a Warrant, furnish to such holder Holder a like report setting forth the number of shares of Common Stock issuable upon the exercise of this Warrant Price at the time in effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports at its principal office and will cause the same to be available for inspection at such office during normal business hours by any holder Holder of a Warrant or any prospective purchaser of a Warrant designated by the holder Holder thereof.

Accountants' Report as to Adjustments. In each case of any ------------------------------------- adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable upon the exercise of the Warrantsthis Warrant, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms of the Warrants this Warrant and cause independent certified public accountants of recognized national standing selected by the Company (which may be the regular auditors of the Company) selected by the Company to verify such computation (other than any computation of the fair value of property as determined in good faith by the Board of Directors of the Company (if Holder objects to such determination, Holder may seek and receive, at the Company's expense, third party appraisal, which shall be the exclusive and binding determination to be used)) and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including without limitation a statement of (a) the consideration received or to be received by the Company for any Additional Shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the Warrant Price Quantity in effect immediately prior to such issue or sale and as adjusted and readjusted (if required by section 2) on account thereof. The Company will forthwith mail a copy of each such report to each holder Holder of a Warrant and will, upon the written request at any time of any holder Holder of a Warrant, furnish to such holder Holder a like report setting forth the Warrant Price Quantity at the time in effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports at its principal office and will cause the same to be available for inspection at such office during normal business hours by any holder Holder of a Warrant or any prospective purchaser of a Warrant designated by the holder Holder thereof.

Accountants' Report as to Adjustments. In each case of any ------------------------------------- adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable upon the exercise of the Warrantsthis Warrant, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms of the Warrants this Warrant and cause independent public accountants of recognized national standing selected by the Company (which may be the regular auditors of the Company) to verify such computation and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including without limitation a statement of (a) the consideration received or to be received by the Company for any Additional Shares shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the Warrant Purchase Price in effect immediately prior to such issue or sale and as adjusted and readjusted (if required by section 2paragraph 3) on account thereof. The Company will forthwith mail a copy of each such report to each the holder of a this Warrant and will, upon the written request at any time of any holder of a this Warrant, furnish to each such holder a like report setting forth the Warrant Purchase Price at the time in effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports at its principal office and will cause the same to be available for inspection at such office during normal business hours by any the holder or holders of a this Warrant or any prospective purchaser of a this Warrant designated by the holder or holders thereof.

Accountants' Report as to Adjustments. In each the case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable upon the exercise of the Warrants, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms of the Warrants and cause independent public accountants of recognized national standing selected by the Company (which may be the regular auditors of the Company) to verify such computation and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including without limitation a statement of (a) the consideration received or to be received by the Company for any Additional Shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the Warrant Price in effect immediately prior to such issue or sale and as adjusted and readjusted (if required by section Section 2) on account thereof. The Company will forthwith mail a copy of each such report to each holder of a Warrant Warrant, and will, upon the written request at any time of any holder of a Warrant, furnish to such holder a like report setting forth the Warrant Price at the time in effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports at its principal office and at the office or agency maintained by the Company pursuant to Section 12, and will cause the same to be available for inspection at such office offices during normal business hours by any holder of a Warrant or any prospective purchaser of a Warrant designated by the holder thereof.

Accountants' Report as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable upon the exercise of the Warrantsthis Warrant, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms of the Warrants this Warrant and cause independent certified public accountants of recognized national standing (such firm to be subject to the approval of the Holder) selected by the Company (which may be the regular auditors of the Company) to verify such computation and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including without limitation a statement of (a) the consideration received or to be received by the Company for any Additional Shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the Warrant Price in effect immediately prior to such issue or sale and as adjusted and readjusted (if required by section 2) on account thereof. The Company will forthwith mail a copy of each such report to each holder of a Warrant the Holder and will, upon the written request at any time of any holder of a Warrantthe Holder, furnish to such holder the Holder a like report setting forth the Warrant Price at the time in effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports at its principal office and will cause the same to be available for inspection at such office during normal business hours by any holder of a Warrant the Holder or any prospective purchaser of a Warrant designated by the holder thereof.

Accountants' Report as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) Warrant Shares issuable upon the exercise of the Warrantsthis Warrant, the Company at its sole expense will promptly compute such adjustment or readjustment in accordance with the terms of the Warrants this Warrant and cause independent certified public accountants of recognized national standing selected by the Company (which may be the regular auditors of the Company) selected by the Company to verify such computation and (other than any computation of the Fair Market Value, which shall be determined in accordance with the definition thereof) and, in connection with the preparation of the Company’s quarterly financial statements, prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including without limitation a statement of (a) the consideration received or to be received by the Company for any Additional Shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, outstanding and (c) the Warrant Price in effect immediately prior to such issue or sale and as adjusted and readjusted (if required by section Section 2) on account thereof. The Company will forthwith mail a copy of each such report to each holder of a Warrant Holder and will, upon the written request at any time of any holder of a Warrantsuch Holder, furnish to such holder Holder a like report setting forth the Warrant Price at the time in effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports at its principal office Chief Executive Office and will cause the same to be available for inspection at such office during normal business hours by any holder of a Warrant Holder or any prospective purchaser of a this Warrant designated by the holder thereofHolder.

Accountants' Report as to Adjustments. In each case of any ------------------------------------- adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable upon the exercise of the Warrantsthis Warrant, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms of the Warrants and cause independent public accountants of recognized national standing selected by the Company (which may be the regular auditors of the Company) to verify such computation this Warrant and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including without limitation a statement of (a) the consideration received or to be received by the Company for any Additional Shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the Warrant Price in effect immediately prior to such issue or sale and as adjusted and readjusted (if required by section 2) on account thereof. The Company will forthwith mail a copy of each such report to each holder of a Warrant and will, upon the written request at any time of any holder of a Warrant, furnish to such holder a like report setting forth the Warrant Price at the time in effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports at its principal office maintained pursuant to subdivision (a) of section 12.2 and will cause the same to be available for inspection at such office during normal business hours by any holder of a Warrant or any prospective purchaser Purchaser of a Warrant designated by the holder thereof. Upon the written request at any time of any holder of a Warrant, the Company will cause independent certified public accountants of recognized national standing (which may be the regular auditors of the Company) selected by the Company to verify the Company's computations of adjustment or readjustment of terms of the Warrant (other than any computation of the fair value of property as determined in good faith by the Board of Directors) and related reports.

Accountants' Report as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable upon the exercise of the Warrantsthis Warrant, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms of the Warrants this Warrant and cause independent certified public accountants of recognized national standing selected by the Company (which may be the regular auditors of the Company) selected by the Company to verify such computation (other than any computation of the fair value of property as determined in good faith by the Board of Directors of the Company) and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including without limitation a statement of (a) the consideration received or to be received by the Company for any Additional Shares additional shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the Warrant Price Quantity in effect immediately prior to such issue or sale and as adjusted and readjusted (if required by section Section 2) on account thereof. The Company will forthwith mail a copy of each such report to each holder Holder of a Warrant and will, upon the written request at any time of any holder Holder of a Warrant, furnish to such holder Holder a like report setting forth the Warrant Price Quantity at the time in effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports at its principal office and will cause the same to be available for inspection at such office during normal business hours by any holder Holder of a Warrant or any prospective purchaser of a Warrant designated by the holder Holder thereof.

Accountants' Report as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable upon the exercise of the Warrantsthis Warrant, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms of the Warrants this Warrant and cause independent certified public accountants of recognized national standing (such firm to be subject to the approval of the Holder) selected by the Company (which may be the regular auditors of the Company) to verify such computation and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including without limitation a statement of (aA) the consideration received or to be received by the Company for any Additional Shares of Common Stock issued or sold or deemed to have been issued, (bB) the number of shares of Common Stock outstanding or deemed to be outstanding, and (cC) the Warrant Price in effect immediately prior to such issue or sale and as adjusted and readjusted (if required by section 2) on account thereof. The Company will forthwith mail a copy of each such report to each holder of a Warrant the Holder and will, upon the written request at any time of any holder of a Warrantthe Holder, furnish to such holder the Holder a like report setting forth the Warrant Price at the time in effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports at its principal office and will cause the same to be available for inspection at such office during normal business hours by any holder of a Warrant the Holder or any prospective purchaser of a Warrant designated by the holder thereof.

Accountants' Report as to Adjustments. In each case of any ------------------------------------- adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable upon the exercise of the Warrantsthis Warrant, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms of the Warrants this Warrant and cause independent certified public accountants of recognized national standing selected by the Company (which may be the regular auditors of the Company) selected by the Company to verify such computation (other than any computation of the fair value of property as determined in good faith by the Board of Directors of the Company) and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including without limitation a statement of (a) the consideration received or to be received by the Company for any - Additional Shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common Stock outstanding or deemed to be - outstanding, and (c) the Warrant Price Quantity in effect immediately prior to such - issue or sale and as adjusted and readjusted (if required by section Section 2) on account thereof. The Company will forthwith mail a copy of each such report to each holder Holder of a Warrant and will, upon the written request at any time of any holder Holder of a Warrant, furnish to such holder Holder a like report setting forth the Warrant Price Quantity at the time in effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports at its principal office and will cause the same to be available for inspection at such office during normal business hours by any holder Holder of a Warrant or any prospective purchaser of a Warrant designated by the holder Holder thereof.

Accountants' Report as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable upon the exercise of the Warrantsthis Warrant, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms of the Warrants this Warrant and cause independent certified public accountants of recognized national standing selected by the Company (which may be the regular auditors of the Company) selected by the Company to verify such computation (other than any computation of the fair value of property as determined in good faith by the Board of Directors of the Company) and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including without limitation a statement of (a) the consideration received or to be received by the Company for any Additional Shares additional shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the number Series B Warrant Price No. B-Agent Page — 6 of Warrant Shares in effect under this Warrant immediately prior to such issue or sale and as adjusted and readjusted (if required by section Section 2) on account thereof. The Company will forthwith mail a copy of each such report to each holder Holder of a Warrant and will, upon the written request at any time of any holder Holder of a Warrant, furnish to such holder Holder a like report setting forth the number of Warrant Price Shares under this Warrant at the time in effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports at its principal office and will cause the same to be available for inspection at such office during normal business hours by any holder Holder of a Warrant or any prospective purchaser of a Warrant designated by the holder Holder thereof.

Accountants' Report as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable upon the exercise of the Warrantsthis Warrant, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms of the Warrants this Warrant and cause independent certified public accountants of recognized national standing selected by the Company (which may be the regular auditors of the Company) selected by the Company to verify such computation (other than any computation of the fair value of property as determined in good faith by the Board of Directors of the Company) and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including without limitation a statement of (a) the consideration received or to be received by the Company for any Additional Shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the Warrant Price Quantity in effect immediately prior to such issue or sale and as adjusted and readjusted (if required by section Section 2) on account thereof. The Company will forthwith mail a copy of each such report to each holder Holder of a Warrant and will, upon the written request at any time of any holder Holder of a Warrant, furnish to such holder Holder a like report setting forth the number of shares of Common Stock issuable upon the exercise of this Warrant Price at the time in effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports at its principal office and will cause the same to be available for inspection at such office during normal business hours by any holder Holder of a Warrant or any prospective purchaser of a Warrant designated by the holder Holder thereof.. Notwithstanding the foregoing the Company shall not be

Accountants' Report as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable upon the exercise of the Warrants, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms of the Warrants and cause independent public accountants to be delivered a certificate of recognized national standing selected by the chief financial officer of the Company (which may be the regular auditors of the Company) to verify such computation and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including without limitation a statement of (a) the consideration received or to be received by the Company for any Additional Shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the Warrant Price in effect immediately prior to such issue or sale and as adjusted and readjusted (if required by section 2) on account thereof. In addition, at least annually in connection with the audit of the Company's financial statements, if there shall have been any adjustment or readjustment during the previous fiscal year, the Company will cause independent public accountants of recognized national standing selected by the Company (which may be the regular auditors of the Company) to verify all computations made by the Company and prepare a report setting forth such adjustments or readjustments and showing in reasonable detail the method of calculation thereof. The Company will forthwith mail a copy of each such certificate and each such report to each holder of a Warrant and will, upon the written request at any time of any holder of a Warrant, furnish to such holder a like report setting forth the Warrant Price at the time in effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such certificates and reports at its principal office and will cause the same to be available for inspection at such office during normal business hours by any holder of a Warrant or any prospective purchaser of a Warrant designated by the holder thereof.

Accountants' Report as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable upon the exercise of the Warrantsthis Warrant, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms of the Warrants this Warrant and cause independent certified public accountants of recognized national standing selected by the Company (which may be the regular auditors of the Company) selected by the Company to verify such computation (other than any computation of the fair value of property as determined in good faith by the Board of Directors of the Company) and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including without limitation a statement of (aA) the consideration received or to be received by the Company for any Additional Shares of Common Stock issued or sold or deemed to have been issued, (bB) the number of shares of Common Stock outstanding or deemed to be outstanding, and (cC) the Warrant Price in effect immediately prior to such issue or sale and as adjusted and readjusted (if required by section Section 2) on account thereof. The Company will forthwith mail a copy of each such report to each holder of a Warrant and will, upon the written request at any time of any holder of a Warrant, furnish to such holder a like report setting forth the Warrant Price at the time in effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports at its principal office and will cause the same to be available for inspection at such office during normal business hours by any holder of a Warrant or any prospective purchaser of a Warrant designated by the holder thereof.

Accountants' Report as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable upon the exercise of the Warrantsthis Warrant, the Company at its expense will shall promptly compute such adjustment or readjustment in accordance with the terms of the Warrants this Warrant and cause independent certified public accountants of recognized national standing selected by the Company (which may be the regular auditors of the Company) selected by the Company to verify such computation (other than any computation of the fair value of property as determined in good faith by the Board of Directors of the Company) and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including without limitation a statement of (a) the consideration received or to be received by the Company for any Additional Shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the Warrant Price Adjustment Factor in effect immediately prior to such issue or sale and as adjusted and readjusted (if required by section 2Section 3) on account thereof. The Company will shall forthwith mail a copy of each such report to each holder of a Warrant Holder and willshall, upon the written request at any time of any holder of a WarrantHolder, furnish to such holder a like report setting forth the Warrant Price Adjustment Factor at the time in effect and showing in reasonable detail how it was calculated. The Company will shall also keep copies of all such reports at its principal office and will shall cause the same to be available for inspection at such office during normal business hours by any holder of a Warrant Holder or any prospective purchaser of a Warrant designated by the holder Holder thereof.

Accountants' Report as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock or Preferred Stock (or Other Securities) issuable upon the exercise of the Warrantsthis Warrant, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms of this Warrant. In the Warrants and event of a dispute in connection with such adjustment, the Company at its own expense will cause independent certified public accountants of recognized national standing selected by the Company (which may be the regular auditors of the Company) selected by the Company to verify such computation (other than any computation of the fair value of property as determined in good faith by the Board of Directors of the Company) and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment re-adjustment is based, including without limitation a statement of (a) the consideration received or to be received by the Company for any Additional Shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the Warrant Price in effect immediately prior to such issue or sale and as adjusted and readjusted (if required by section 2) on account thereof. The Company will forthwith mail a copy of each such report to each holder of a Warrant the Holder and will, upon the written request at any time of any holder of a Warrantthe Holder, furnish to such holder the Holder a like report setting forth the Warrant Common Stock Exercise Price and the Preferred Stock Exercise Price at the time in effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports at its principal office maintained pursuant to Section 11.2(a) hereof and will cause the same to be available for inspection at such office during normal business hours by any holder of a Warrant the Holder or any prospective purchaser of a Warrant designated by the holder thereof.

Accountants' Report as to Adjustments. In each case of any ------------------------------------- adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable upon the exercise of the Warrantsthis Warrant, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms of the Warrants this Warrant and cause independent certified public accountants of recognized national standing (such firm to be subject to the approval of The Holder) selected by the Company (which may be the regular auditors of the Company) to verify such computation and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including without limitation a statement of (a) the consideration received - or to be received by the Company for any Additional Shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common - Stock outstanding or deemed to be outstanding, and (c) the Warrant Price in - effect immediately prior to such issue or sale and as adjusted and readjusted (if required by section 2) on account thereof. The Company will forthwith mail a copy of each such report to each holder of a Warrant The Holder and will, upon the written request at any time of any holder of a Warrantthe Holder, furnish to such holder the Holder a like report setting forth the Warrant Price at the time in effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports at its principal office and will cause the same to be available for inspection at such office during normal business hours by any holder of a Warrant The Holder or any prospective purchaser of a Warrant designated by the holder thereof.

Accountants' Report as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable upon the exercise of the Warrantsthis Warrant, the Company Holdings at its sole expense will promptly compute such adjustment or readjustment in accordance with the terms of the Warrants this Warrant and give written notice thereof to holder. Upon CapitalSource Holdings LLC's written request, Holdings shall cause independent certified public accountants of recognized national standing selected by the Company (which may be the regular auditors of the CompanyHoldings) selected by Holdings to verify such computation and (other than (i) any computation of the fair market value of property or (ii) any determination of Market Price, both as determined in good faith by the Board of Directors of Holdings) and, in connection with the preparation of Holdings's annual financial statements, prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including without limitation a statement of (a) the consideration received or to be received by the Company Holdings for any Additional Shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the Warrant Price in effect immediately prior to such issue or sale and as adjusted and readjusted (if required by section 2Section 2 hereof) on account thereof. The Company Holdings will forthwith mail a copy of each such report to each holder of a Warrant and will, upon the written request at any time of any holder of a Warrant, furnish to such holder a like report setting forth the Warrant Price at the time in effect and showing in reasonable detail how it was calculated. The Company Holdings will also keep copies of all such reports at its principal office maintained pursuant to Section 14.2(a) hereof and will cause the same to be available for inspection at such office during normal business hours by any holder of a Warrant or any prospective purchaser of a Warrant designated by the holder thereof.

Accountants' Report as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable upon the exercise of the Warrantsthis Warrant, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms of the Warrants this Warrant and cause independent certified public accountants of recognized national standing (such firm to be subject to the approval of The Holder) selected by the Company (which may be the regular auditors of the Company) to verify such computation and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including without limitation a statement of (a) the consideration received or to be received by the Company for any Additional Shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the Warrant Price in effect immediately prior to such issue or sale and as adjusted and readjusted (if required by section 2) on account thereof. The Company will forthwith mail a copy of each such report to each holder of a Warrant The Holder and will, upon the written request at any time of any holder of a Warrantthe Holder, furnish to such holder the Holder a like report setting forth the Warrant Price at the time in effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports at its principal office and will cause the same to be available for inspection at such office during normal business hours by any holder of a Warrant The Holder or any prospective purchaser of a Warrant designated by the holder thereof.

Accountants' Report as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable upon the exercise of the Warrantsthis Warrant, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms of the Warrants this Warrant and cause independent certified public accountants of recognized national standing (such firm to be subject to the approval of TSA) selected by the Company (which may be the regular auditors of the Company) to verify such computation and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including without limitation a statement of (a) the consideration received or to be received by the Company for any Additional Shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the Warrant Price in effect immediately prior to such issue or sale and as adjusted and readjusted (if required by section 2) on account thereof. The Company will forthwith mail a copy of each such report to each holder of a Warrant and will, upon the written request at any time of any holder of a Warrant, furnish to such holder a like report setting forth the Warrant Price at the time in effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports at its principal office and will cause the same to be available for inspection at such office during normal business hours by any holder of a Warrant or any prospective purchaser of a Warrant designated by the holder thereof.

Accountants' Report as to Adjustments. In each case of any ------------------------------------- adjustment or readjustment in the shares of of-Common Stock (or Other Securities) issuable upon the exercise of the Warrantsthis Warrant, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms of the Warrants this Warrant and cause independent certified public accountants of recognized national standing selected by the Company (which may be the regular auditors of the Company) selected by the Company to verify such computation (other than any computation of the fair value of property as determined in good faith by the Board of Directors of the Company (if Holder objects to such determination, Holder may seek and receive, at the Company's expense third party appraisal, which shall be the exclusive and binding determination to be used)) and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including without limitation a statement of (a) the consideration received or to be received - by the Company for any Additional Shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common Stock outstanding - or deemed to be outstanding, and (c) the Warrant Price Quantity in effect immediately - prior to such issue or sale and as adjusted and readjusted (if required by section Section 2) on account thereof. The Company will forthwith mail a copy of each such report to each holder Holder of a Warrant and will, upon the written request at any time of any holder Holder of a Warrant, furnish to such holder Holder a like report setting forth the Warrant Price Quantity at the time in effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports at its principal office and will cause the same to be available for inspection at such office during normal business hours by any holder Holder of a Warrant or any prospective purchaser of a Warrant designated by the holder Holder thereof.

Accountants' Report as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) or Preferred Stock issuable upon the exercise of the Warrantsthis Warrant, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms of the Warrants this Warrant and cause independent certified public accountants of recognized national standing selected by the Company (which may be the regular auditors of the Company) selected by the Company to verify such computation (other than any computation of the fair value of property as determined in good faith by the Board of Directors of the Company) and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including without limitation a statement of (a) the consideration received or to be received by the Company for any Additional Shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the Warrant A Price in effect immediately prior to such issue or sale and as adjusted and readjusted (if required by section 2Section 2 hereof) on account thereof. The Company will forthwith mail a copy of each such report to each holder of a Warrant and will, upon the written request at any time of any holder of a Warrant, furnish to such holder a like report setting forth the Warrant A Price and the Warrant B Price at the time in effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports at its principal office maintained pursuant to Section 16.2(a) hereof and will cause the same to be available for inspection at such office during normal business hours by any holder of a Warrant or any prospective purchaser of a Warrant designated by the holder thereof.

Accountants' Report as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable upon the exercise of the Warrantsthis Warrant, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms of the Warrants this Warrant and cause independent certified public accountants of recognized national standing (such firm to be subject to the approval of Wand/Xxxxxx Investments L.P.) selected by the Company (which may be the regular auditors of the Company) to verify such computation and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including without limitation a statement of (a) the consideration received or to be received by the Company for any Additional Shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the Warrant Price in effect immediately prior to such issue or sale and as adjusted and readjusted (if required by section 2) on account thereof. The Company will forthwith mail a copy of each such report to each holder of a Warrant and will, upon the written request at any time of any holder of a Warrant, furnish to such holder a like report setting forth the Warrant Price at the time in effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports at its principal office and will cause the same to be available for inspection at such office during normal business hours by any holder of a Warrant or any prospective purchaser of a Warrant designated by the holder thereof.

Accountants' Report as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable upon the exercise of the Warrantsthis Warrant, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms of the Warrants this Warrant and cause independent certified public accountants of recognized national standing selected by the Company (which may be the regular auditors of the Company) selected by the Company to verify such computation (other than any computation of the fair value of property as determined in good faith by the Board of Directors of the Company) and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including without limitation a statement of (a) the consideration received or to be received by the Company for any Additional Shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the Warrant Price in effect immediately prior to such issue or sale and as adjusted and readjusted (if required by section 2Section 2 hereof) on account thereof. The Company will forthwith mail a copy of each such report to each holder of a Warrant and will, upon the written request at any time of any holder of a Warrant, furnish to such holder a like report setting forth the Warrant Price at the time in effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports at its principal office maintained pursuant to Section 12.2(a) hereof and will cause the same to be available for inspection at such office during normal business hours by any holder of a Warrant or any prospective purchaser of a Warrant designated by the holder thereof.

Accountants' Report as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable upon the exercise of the Warrantsthis Warrant, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms of the Warrants this Warrant and cause independent certified public accountants of recognized national standing selected by the Company (which may be the regular auditors of the Company) selected by the Company to verify such computation (other than any computation of the fair value of property as determined in good faith by the Board of Directors of the Company) and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including without limitation a statement of (a) the consideration received or to be received by the Company for any Additional Shares additional shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the number Series B Warrant Price No. B-4 Page — 6 of Warrant Shares in effect under this Warrant immediately prior to such issue or sale and as adjusted and readjusted (if required by section Section 2) on account thereof. The Company will forthwith mail a copy of each such report to each holder Holder of a Warrant and will, upon the written request at any time of any holder Holder of a Warrant, furnish to such holder Holder a like report setting forth the number of Warrant Price Shares under this Warrant at the time in effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports at its principal office and will cause the same to be available for inspection at such office during normal business hours by any holder Holder of a Warrant or any prospective purchaser of a Warrant designated by the holder Holder thereof.

Accountants' Report as to Adjustments. In each case of any ------------------------------------- adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable upon the exercise of the Warrantsthis Warrant, the Company at its expense will shall promptly compute such adjustment or readjustment in accordance with the terms of the Warrants this Warrant and cause independent certified public accountants of recognized national standing selected by the Company (which may be the regular auditors of the Company) selected by the Company to verify such computation (other than an computation of the fair value of property) and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including without limitation a statement of (a) the consideration received or to be received by the Company for any Additional Shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the Warrant Purchase Price in effect immediately prior to such issue or sale and as adjusted and readjusted (if required by section 2Section 3) on account thereof. The Company will shall forthwith mail a copy of each such report to each holder of a Warrant and willshall, upon the written request at any time of any holder of a Warrant, furnish to such holder a like report setting forth the Warrant Price at the time in effect and showing in reasonable detail how it was calculatedreport. The Company will shall also keep copies of all such reports at its principal office and will shall cause the same to be available for inspection at such office during normal business hours by any holder of a Warrant or any prospective purchaser of a Warrant designated by the holder thereof.

Accountants' Report as to Adjustments. In each case of any ------------------------------------- adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable upon the exercise of the Warrantsthis Warrant, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms of the Warrants this Warrant and cause independent certified public accountants of recognized national standing selected by the Company (which may be the regular auditors of the Company) selected by the Company to verify such computation (other than any computation of the fair value of property as determined in good faith by the Board of Directors of the Company) and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including without limitation a statement of (a) the consideration received or to be received by the Company for any - Additional Shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common Stock outstanding or deemed to be - outstanding, and (c) the Warrant Price in effect immediately prior to such issue - or sale and as adjusted and readjusted (if required by section 2) on account thereof. The Company will forthwith mail a copy of each such report to each holder of a Warrant and will, upon the written request at any time of any holder of a Warrant, furnish to such holder a like report setting forth the Warrant Price at the time in effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports at its principal office and will cause the same to be available for inspection at such office during normal business hours by any holder of a Warrant or any prospective purchaser of a Warrant designated by the holder thereof.

Accountants' Report as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable upon the exercise of the Warrantsthis Warrant, the Company at its sole expense will promptly compute such adjustment or readjustment in accordance with the terms of the Warrants this Warrant and cause independent certified public accountants of recognized national standing selected by the Company (which may be the regular auditors of the Company) selected by the Company to verify such computation and (other than (i) any computation of the fair market value of property or (ii) any determination of Market Price, both as determined in good faith by the Board of Directors of the Company) and, in connection with the preparation of the Company’s quarterly financial statements prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including without limitation a statement of (a) the consideration received or to be received by the Company for any Additional Shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the Warrant Price in effect immediately prior to such issue or sale and as adjusted and readjusted (if required by section 2Section 2 hereof) on account thereof. The Company will forthwith mail a copy of each such report to each holder of a Warrant and will, upon the written request at any time of any holder of a Warrant, furnish to such holder a like report setting forth the Warrant Price at the time in effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports at its principal office maintained pursuant to Section 13.2(a) hereof and will cause the same to be available for inspection at such office during normal business hours by any holder of a Warrant or any prospective purchaser of a Warrant designated by the holder thereof.