Common use of Adjustment and Other Events Clause in Contracts

Adjustment and Other Events. (a) In case the Company shall declare any dividend or other distribution upon its outstanding Common Stock payable in Common Stock or shall subdivide its outstanding shares of Common Stock into a greater number of shares, then the number of Units that may thereafter be purchased upon the exercise of the rights represented hereby shall be increased in proportion to the increase through such dividend, distribution, or subdivision, and the Purchase Price shall be decreased in such proportion. In case the Company shall at any time combine the outstanding shares of its Common Stock into a smaller number of shares, the number of Units that may thereafter be purchased upon the exercise of the rights represented hereby shall be decreased in proportion to the decrease through such combination, and the Purchase Price shall be increased in such proportion. (b) In case of any (i) reclassification, capital reorganization, or other change of outstanding Common Stock of the Company (other than a change as a result of an issuance of Common Stock under Subsection 6(a)), or (ii) consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of the shares of Common Stock issuable upon exercise of this Warrant), or (iii) sale or conveyance to another corporation of all or substantially all of the Company's assets as an entirety, then and in such event the terms of this Section 6 shall be deemed to be appropriately adjusted, and the Company shall cause effective provision to be made, so that the Holder shall have the right thereafter, by exercising this Warrant, to purchase the kind and amount of shares of stock, warrants or other rights to purchase such stock, and other securities and property, if any receivable upon such reclassification, capital reorganization, or other change, consolidation, merger, sale or conveyance that the Holder would have received had the Warrants been exercised immediately prior to such event. (c) The Company shall not effect any consolidation, merger, or sale or conveyance of assets within the meaning of subsection 6(b)(ii)-(iii), unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed and mailed or delivered to the Holder hereof pursuant to Section 10 herein, the obligation to deliver to such Holder such shares of stock, securities, or assets as, in accordance with the foregoing provisions, such Holder may be entitled to purchase. In no event shall the securities received pursuant to this subsection be registerable or transferable other than pursuant and subject to the terms of this Warrant. (d) If the Company shall at any time or from time to time (i) distribute (otherwise than as a dividend in cash or in Common Stock or in securities convertible into or exchangeable for Common Stock) to the holders of Common Stock (or grant any rights to such holders to acquire) assets, including stock or other securities of any subsidiary, without any consideration paid or to be paid by such holders or for a consideration paid less than the fair market value of such assets as reasonably determined by the Board of Directors of the Company, or (ii) declare a dividend upon the Common Stock (to the extent payable otherwise than out of earnings or earned surplus, as indicated by the accounting treatment of such dividend in the books of the Company, and otherwise than in Common Stock, or securities convertible into or exchangeable for Common Stock), then the Company shall reserve, and the holder of each Warrant shall thereafter upon exercise thereof be entitled to receive, for each share of Common Stock purchasable thereunder on the record date established by the Company for the determination of holders of Common Stock entitled to receive such distribution, right or dividend (or if no such record date shall have been established, on the date of such distribution, grant of such right or payment of such dividend), (i) the amount of such assets that would have been distributable to, or as to which such right would have been granted to, the holder thereof, or (ii) the amount of such dividend (to the extent above-stated) that such holder would have received had such holder been a holder of one share of Common Stock on such record (or other) date. Such entitlement by the Holder shall be without increase in (except in respect for the consideration, if any, paid for such assets by the holders of Common Stock) the then current Purchase Price. (e) If (i) there shall be an event requiring an adjustment as provided in subsections 6(a) or 6(b); (ii) the Company shall make a distribution that comes within subsection 6(d); (iii) the Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class, or other rights; or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in any one or more of such cases, the Company shall give to the Holder (i) at least twenty days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights, or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, and (ii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least twenty days' prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause and to the extent applicable shall specify (i) in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock shall be entitled thereto, and (ii) when the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, liquidation or winding up, as the case may be. Upon the happening of an event requiring adjustment of the Purchase Price or the kind or amount of securities or property purchasable hereunder, the Company shall forthwith give notice to the Holder, which such notice shall be accompanied by a certificate of the Company, stating the adjusted Purchase Price and the adjusted number of shares of Common Stock and Purchase Warrants purchasable or the kind and amount of any such securities or property so purchasable upon exercise of this Warrant, as the case may be, and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Such certificate shall, absent manifest error, be conclusive evidence of the correctness of any computation made thereunder. (f) No fractional shares of Common Stock or script representing fractional shares of Common Stock shall be issued upon the exercise of this Warrant, and the Company shall have no obligation for any cash payment with respect thereto. (g) The number of shares of Common Stock of any class at any time outstanding shall include all shares of Common Stock of that class then owned or held by or for the account of the Company. (h) Irrespective of any adjustment or change in the Purchase Price or the number of Units or other securities actually purchasable under each Warrant, the Warrants theretofore and thereafter purchased may continue to express the Purchase Price and the number of Units or other securities purchasable thereunder as such price and number of Units were expressed in the Warrants when initially issued.

Adjustment and Other Events. (a) In case If the Company shall shall, after the Issue Date, declare any dividend or other distribution upon its outstanding Common Stock payable in Common Stock or shall subdivide its outstanding shares of Common Stock into a greater number of shares, then the number of Units shares of Common Stock that may thereafter be purchased upon the exercise of the rights represented hereby shall by this Warrant must be increased in proportion to the increase through such dividend, distribution, or subdivision, and the Purchase Price shall must be decreased in such proportion. In case If the Company shall at any time combine the outstanding shares of its Common Stock into a smaller number of shares, the number of Units shares of Common Stock that may thereafter be purchased upon the exercise of the rights represented hereby shall will be decreased in proportion to the decrease through such combination, and the Purchase Price shall will be increased in such proportion. (b) In case of any If, after the Issue Date, there shall occur (i) any reclassification, capital reorganization, or other change of outstanding Common Stock of the Company (other than a change as a result of an issuance of Common Stock under described or referred to in Subsection 6(a7(a)), or (ii) any consolidation or merger of the Company with or into another corporation or other entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of the shares of Common Stock issuable upon exercise of this Warrant), or (iii) sale or conveyance to another corporation a third party of all or substantially all of the Company's assets as an entirety, then and in such event the terms of this Section 6 shall will be deemed to be appropriately adjusted, and the Company shall will cause effective provision to be made, so that the Holder shall have the right thereafter, by exercising this Warrant, to purchase the kind and amount 5 of shares of stock, warrants or other rights to purchase such stock, stock and other securities and property, if any receivable upon such reclassification, capital reorganization, or other change, consolidation, merger, sale or conveyance that the Holder would have received had the Warrants this Warrant been exercised in full immediately prior to such event. (c) The Company shall not effect any consolidationIf, mergerafter the Issue Date, or sale or conveyance of assets within the meaning of subsection 6(b)(ii)-(iii), unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed and mailed or delivered to the Holder hereof pursuant to Section 10 herein, the obligation to deliver to such Holder such shares of stock, securities, or assets as, in accordance with the foregoing provisions, such Holder may be entitled to purchase. In no event shall the securities received pursuant to this subsection be registerable or transferable other than pursuant and subject to the terms of this Warrant. (d) If the Company shall at any time or from time to time (i) distribute (otherwise than as a dividend in cash or in Common Stock or in securities convertible into or exchangeable for Common Stock) to the holders of Common Stock (or grant any rights to such holders to acquire) assets, including stock or other securities of the Company (or the right to acquire the same) or any subsidiary, without any consideration paid or to be paid by such holders or for a consideration paid less than the fair market value of such assets as reasonably and objectively determined by the Board of Directors of the Company, or (ii) declare a distribution, right or dividend upon the Common Stock (to the extent payable otherwise in cash or assets other than out shares of earnings or earned surplus, as indicated by the accounting treatment of such dividend in the books of the Company, and otherwise than in Common Stock, or securities convertible into or exchangeable for Common Stock), then the Company shall reserve, and the holder Holder of each this Warrant shall thereafter upon exercise thereof of this Warrant be entitled to receive, for each share of Common Stock purchasable thereunder hereunder on the record date established by the Company for the determination of holders of Common Stock entitled to receive such distribution, right or dividend (or if no such record date shall have been established, on the date of such distribution, grant of such right or payment of such dividend), (i) the amount of such assets that would have been distributable to, or as to which such right would have been granted to, the holder thereof, Holder hereof or (ii) the amount of such dividend (to the extent above-stated) that such holder the Holder would have received received, had such holder the Holder been a holder of one share the number of shares of Common Stock purchasable under this Warrant on such record (or other) date. Such entitlement by the Holder shall be without increase in (except in respect for the consideration, if any, paid for such assets by the holders of Common Stock) the then current Purchase Price. (ed) If If: (i) there shall be an event requiring an adjustment as provided in subsections 6(a7(a) or 6(b7(b); (ii) the Company shall make a distribution that comes may come within subsection 6(d7(c); (iii) the Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class, or other rights; or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in any one or more of such cases, the Company shall give to the Holder (i1) at least twenty days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights, or for determining rights to vote in respect of any such reorganization, reclassificationmerger, consolidation, merger, sale, dissolution, liquidation reorganization or winding upreclassification, and (ii2) in the case of any such reorganization, reclassificationmerger, consolidation, merger, sale, dissolution, liquidation reorganization or winding up, reclassification at least twenty days' prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause and to the extent applicable shall specify (iA) in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock shall be entitled thereto, and (iiB) when the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such merger, consolidation, reorganization, liquidation or winding up, as the case may be. Upon the happening of an event requiring adjustment of the Purchase Price or the kind or amount of securities or property purchasable hereunder, the Company shall forthwith give notice to the Holder, which such notice shall be accompanied by a certificate of the Company, stating the adjusted Purchase Price and the adjusted number of shares of Common Stock and Purchase Warrants purchasable or the kind and amount of any such securities or property so purchasable upon exercise of this Warrant, as the case may be, and setting forth in reasonable detail the method of calculation and the facts upon which such the calculation is based. Such certificate shall, absent manifest error, be conclusive evidence of the correctness of any computation made thereunder.6 (fe) No fractional shares of Common Stock or script representing fractional shares of Common Stock shall be issued upon the exercise of this Warrant, and the Company shall have no obligation for any cash payment with respect thereto. (g) The . If a fractional share shall result from adjustments in the number of shares of Common Stock purchasable hereunder, the number of any class at any time outstanding shall include all shares of Common Stock of that class then owned or held by or for purchasable hereunder shall, on an aggregate basis taking into account all prior adjustments, be rounded up to the account of the Companynext whole number. (hf) Irrespective of any adjustment or change in the Purchase Price or the number of Units shares of Common Stock or other securities actually purchasable under each this Warrant, the Warrants theretofore and thereafter purchased this Warrant may continue to express the Purchase Price and the number of Units or other securities shares of Common Stock purchasable thereunder hereunder as such price and number of Units shares were expressed in the Warrants on this Warrant when initially issued.

Adjustment and Other Events. (a) In case the Company shall declare any dividend or other distribution upon its outstanding Common Stock payable in Common Stock or shall subdivide its outstanding shares of Common Stock into a greater number of shares, then the number of Units shares of Common Stock that may thereafter be purchased upon the exercise of the rights represented hereby shall be increased in proportion to the increase through such dividend, distribution, or subdivision, and the Purchase Price shall be decreased in such proportion. In case the Company shall at any time combine the outstanding shares of its Common Stock into a smaller number of shares, the number of Units shares that may thereafter be purchased upon the exercise of the rights represented hereby shall be decreased in proportion to the decrease through such combination, and the Purchase Price shall be increased in such proportion. (b) In case of any (i) reclassification, capital reorganization, or other change of outstanding Common Stock of the Company (other than a change as a result of an issuance of Common Stock under Subsection 6(a)), or (ii) consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of the shares of Common Stock issuable upon exercise of this Warrant), or (iii) sale or conveyance to another corporation of all or substantially all of the Company's assets as an entirety, then and in such event the terms of this Section 6 shall be deemed to be appropriately adjusted, and the Company shall cause effective provision to be made, so that the Holder shall have the right thereafter, by exercising this Warrant, to purchase the kind and amount of shares of stock, warrants or other rights to purchase such stock, and other securities and property, if any receivable upon such reclassification, capital reorganization, or other change, consolidation, merger, sale or conveyance that the Holder would have received had the Warrants been exercised immediately prior to such event. (c) The Company shall not effect any consolidation, merger, or sale or conveyance of assets within the meaning of subsection 6(b)(ii)-(iii), unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed and mailed or delivered to the Holder hereof pursuant to Section 10 herein, the obligation to deliver to such Holder such shares of stock, securities, or assets as, in accordance with the foregoing provisions, such Holder may be entitled to purchase. In no event shall the securities received pursuant to this subsection be registerable or transferable other than pursuant and subject to the terms of this Warrant. (d) If the Company shall at any time or from time to time (i) distribute (otherwise than as a dividend in cash or in Common Stock or in securities convertible into or exchangeable for Common Stock) to the holders of Common Stock (or grant any rights to such holders to acquire) assets, including stock or other securities of any subsidiary, without any consideration paid or to be paid by such holders or for a consideration paid less than the fair market value of such assets as reasonably determined by the Board of Directors of the Company, or (ii) declare a dividend upon the Common Stock (to the extent payable otherwise than out of earnings or earned surplus, as indicated by the accounting treatment of such dividend in the books of the Company, and otherwise than in Common Stock, or securities convertible into or exchangeable for Common Stock), then the Company shall reserve, and the holder of each Warrant shall thereafter upon exercise thereof be entitled to receive, for each share of Common Stock purchasable thereunder on the record date established by the Company for the determination of holders of Common Stock entitled to receive such distribution, right or dividend (or if no such record date shall have been established, on the date of such distribution, grant of such right or payment of such dividend), (i) the amount of such assets that would have been distributable to, or as to which such right would have been granted to, the holder thereof, or (ii) the amount of such dividend (to the extent above-stated) that such holder would have received had such holder been a holder of one share of Common Stock on such record (or other) date. Such entitlement by the Holder shall be without increase in (except in respect for the consideration, if any, paid for such assets by the holders of Common Stock) the then current Purchase Price. (e) If (i) there shall be an event requiring an adjustment as provided in subsections 6(a) or 6(b); (ii) the Company shall make a distribution that comes within subsection 6(d); (iii) the Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class, or other rights; or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in any one or more of such cases, the Company shall give to the Holder (i) at least twenty days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights, or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, and (ii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least twenty days' prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause and to the extent applicable shall specify (i) in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock shall be entitled thereto, and (ii) when the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, liquidation or winding up, as the case may be. Upon the happening of an event requiring adjustment of the Purchase Price or the kind or amount of securities or property purchasable hereunder, the Company shall forthwith give notice to the Holder, which such notice shall be accompanied by a certificate of the Company, stating the adjusted Purchase Price and the adjusted number of shares of Common Stock and Purchase Warrants purchasable or the kind and amount of any such securities or property so purchasable upon exercise of this Warrant, as the case may be, and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Such certificate shall, absent manifest error, be conclusive evidence of the correctness of any computation made thereunder. (f) No fractional shares of Common Stock or script representing fractional shares of Common Stock shall be issued upon the exercise of this Warrant, and the Company shall have no obligation for any cash payment with respect thereto. (g) The number of shares of Common Stock of any class at any time outstanding shall include all shares of Common Stock of that class then owned or held by or for the account of the Company. (h) Irrespective of any adjustment or change in the Purchase Price or the number of Units shares of Common Stock or other securities actually purchasable under each Warrant, the Warrants theretofore and thereafter purchased may continue to express the Purchase Price and the number of Units shares of Common Stock or other securities purchasable thereunder as such price and number of Units shares were expressed in the Warrants when initially issued.

Adjustment and Other Events. (a) In case If the Company shall shall, after the Issue Date, declare any dividend or other distribution upon its outstanding Common Stock payable in Common Stock or shall subdivide its 4 outstanding shares of Common Stock into a greater number of shares, then the number of Units shares of Common Stock that may thereafter be purchased upon the exercise of the rights represented hereby shall by this Warrant must be increased in proportion to the increase through such dividend, distribution, or subdivision, and the Purchase Price shall must be decreased in such proportion. In case If the Company shall at any time combine the outstanding shares of its Common Stock into a smaller number of shares, the number of Units shares of Common Stock that may thereafter be purchased upon the exercise of the rights represented hereby shall will be decreased in proportion to the decrease through such combination, and the Purchase Price shall will be increased in such proportion. (b) In case of any If, after the Issue Date, there shall occur (i) any reclassification, capital reorganization, or other change of outstanding Common Stock of the Company (other than a change as a result of an issuance of Common Stock under described or referred to in Subsection 6(a7(a)), or (ii) any consolidation or merger of the Company with or into another corporation or other entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of the shares of Common Stock issuable upon exercise of this Warrant), or (iii) sale or conveyance to another corporation a third party of all or substantially all of the Company's assets as an entirety, then and in such event the terms of this Section 6 shall will be deemed to be appropriately adjusted, and the Company shall will cause effective provision to be made, so that the Holder shall have the right thereafter, by exercising this Warrant, to purchase the kind and amount of shares of stock, warrants or other rights to purchase such stock, stock and other securities and property, if any receivable upon such reclassification, capital reorganization, or other change, consolidation, merger, sale or conveyance that the Holder would have received had the Warrants this Warrant been exercised in full immediately prior to such event. (c) The Company shall not effect any consolidationIf, mergerafter the Issue Date, or sale or conveyance of assets within the meaning of subsection 6(b)(ii)-(iii), unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed and mailed or delivered to the Holder hereof pursuant to Section 10 herein, the obligation to deliver to such Holder such shares of stock, securities, or assets as, in accordance with the foregoing provisions, such Holder may be entitled to purchase. In no event shall the securities received pursuant to this subsection be registerable or transferable other than pursuant and subject to the terms of this Warrant. (d) If the Company shall at any time or from time to time (i) distribute (otherwise than as a dividend in cash or in Common Stock or in securities convertible into or exchangeable for Common Stock) to the holders of Common Stock (or grant any rights to such holders to acquire) assets, including stock or other securities of the Company (or the right to acquire the same) or any subsidiary, without any consideration paid or to be paid by such holders or for a consideration paid less than the fair market value of such assets as reasonably and objectively determined by the Board of Directors of the Company, or (ii) declare a distribution, right or dividend upon the Common Stock (to the extent payable otherwise in cash or assets other than out shares of earnings or earned surplus, as indicated by the accounting treatment of such dividend in the books of the Company, and otherwise than in Common Stock, or securities convertible into or exchangeable for Common Stock), then the Company shall reserve, and the holder Holder of each this Warrant shall thereafter upon exercise thereof of this Warrant be entitled to receive, for each share of Common Stock purchasable thereunder hereunder on the record date established by the Company for the determination of holders of Common Stock entitled to receive such distribution, right or dividend (or if no such record date shall have been established, on the date of such distribution, grant of such right or payment of such dividend), (i) the amount of such assets that would have been distributable to, or as to which such right would have been granted to, the holder thereof, Holder hereof or (ii) the amount of such dividend (to the extent above-stated) that such holder the Holder would have received received, had such holder the Holder been a holder of one share the number of shares of Common Stock purchasable under this Warrant on such record (or other) date. Such entitlement by the Holder shall be without increase in (except in respect for the consideration, if any, paid for such assets by the holders of Common Stock) the then current Purchase Price. (ed) If If: (i) there shall be an event requiring an adjustment as provided in subsections 6(a7(a) or 6(b7(b); (ii) the Company shall make a distribution that comes may come within subsection 6(d7(c); (iii) the Company shall offer for subscription pro rata to the holders of its 5 Common Stock any additional shares of stock of any class, or other rights; or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in any one or more of such cases, the Company shall give to the Holder (i1) at least twenty days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights, or for determining rights to vote in respect of any such reorganization, reclassificationmerger, consolidation, merger, sale, dissolution, liquidation reorganization or winding upreclassification, and (ii2) in the case of any such reorganization, reclassificationmerger, consolidation, merger, sale, dissolution, liquidation reorganization or winding up, reclassification at least twenty days' prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause and to the extent applicable shall specify (iA) in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock shall be entitled thereto, and (iiB) when the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such merger, consolidation, reorganization, liquidation or winding up, as the case may be. Upon the happening of an event requiring adjustment of the Purchase Price or the kind or amount of securities or property purchasable hereunder, the Company shall forthwith give notice to the Holder, which such notice shall be accompanied by a certificate of the Company, stating the adjusted Purchase Price and the adjusted number of shares of Common Stock and Purchase Warrants purchasable or the kind and amount of any such securities or property so purchasable upon exercise of this Warrant, as the case may be, and setting forth in reasonable detail the method of calculation and the facts upon which such the calculation is based. Such certificate shall, absent manifest error, be conclusive evidence of the correctness of any computation made thereunder. (fe) No fractional shares of Common Stock or script representing fractional shares of Common Stock shall be issued upon the exercise of this Warrant, and the Company shall have no obligation for any cash payment with respect thereto. (g) The . If a fractional share shall result from adjustments in the number of shares of Common Stock purchasable hereunder, the number of any class at any time outstanding shall include all shares of Common Stock of that class then owned or held by or for purchasable hereunder shall, on an aggregate basis taking into account all prior adjustments, be rounded up to the account of the Companynext whole number. (hf) Irrespective of any adjustment or change in the Purchase Price or the number of Units shares of Common Stock or other securities actually purchasable under each this Warrant, the Warrants theretofore and thereafter purchased this Warrant may continue to express the Purchase Price and the number of Units or other securities shares of Common Stock purchasable thereunder hereunder as such price and number of Units shares were expressed in the Warrants on this Warrant when initially issued.

Adjustment and Other Events. (a) In case If the Company shall shall, after the Issue Date, declare any dividend or other distribution upon its outstanding Common Stock payable in Common Stock or shall subdivide its outstanding shares of Common Stock into a greater number of shares, then the number of Units shares of Common Stock that may thereafter be purchased upon the exercise of the rights represented hereby shall by this Warrant must be increased in proportion to the increase through such dividend, distribution, or subdivision, and the Purchase Price shall must be decreased in such proportion. In case If the Company shall at any time combine the outstanding shares of its Common Stock into a smaller number of shares, the number of Units shares of Common Stock that may thereafter be purchased upon the exercise of the rights represented hereby shall will be decreased in proportion to the decrease through such combination, and the Purchase Price shall will be increased in such proportion. (b) In case If, after the date of any original issuance of this Warrant (the "Issue Date"), there shall occur (i) any reclassification, capital reorganization, or other change of outstanding Common Stock of the Company (other than a change as a result of an issuance of Common Stock under described or referred to in Subsection 6(a)), or (ii) any consolidation or merger of the Company with or into another corporation or other entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of the shares of Common Stock issuable upon exercise of this Warrant), or (iii) sale or conveyance to another corporation a third party of all or substantially all of the Company's assets as an entirety, then and in such event the terms of this Section 6 shall will be deemed to be appropriately adjusted, and the Company shall will cause effective provision to be made, so that the Holder shall have the right thereafter, by exercising this Warrant, to purchase the kind and amount of shares of stock, warrants or other rights to purchase such stock, stock and other securities and property, if any receivable upon such reclassification, capital reorganization, or other change, consolidation, merger, sale or conveyance that the Holder would have received had the Warrants this Warrant been exercised in full immediately prior to such event. (c) The Company shall not effect any consolidationIf, mergerafter the Issue Date, or sale or conveyance of assets within the meaning of subsection 6(b)(ii)-(iii), unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed and mailed or delivered to the Holder hereof pursuant to Section 10 herein, the obligation to deliver to such Holder such shares of stock, securities, or assets as, in accordance with the foregoing provisions, such Holder may be entitled to purchase. In no event shall the securities received pursuant to this subsection be registerable or transferable other than pursuant and subject to the terms of this Warrant. (d) If the Company shall at any time or from time to time (i) distribute (otherwise than as a dividend in cash or in Common Stock or in securities convertible into or exchangeable for Common Stock) to the holders of Common Stock (or grant any rights to such holders to acquire) assets, including stock or other securities of the Company (or the right to acquire the same) or any subsidiary, without any consideration paid or to be paid by such holders or for a consideration paid less than the fair market value of such assets as reasonably and objectively determined by the Board of Directors of the Company, or (ii) declare a distribution, right or dividend upon the Common Stock (to the extent payable otherwise in cash or assets other than out shares of earnings or earned surplus, as indicated by the accounting treatment of such dividend in the books of the Company, and otherwise than in Common Stock, or securities convertible into or exchangeable for Common Stock), then THEN the Company shall reserve, and the holder Holder of each this Warrant shall thereafter upon exercise thereof of this Warrant be entitled to receive, for each share of Common Stock purchasable thereunder hereunder on the record date established by the Company for the determination of holders of Common Stock entitled to receive such distribution, right or dividend (or if no such record date shall have been established, on the date of such distribution, grant of such right or payment of such dividend), (i) the amount of such assets that would have been distributable to, or as to which such right would have been granted to, the holder thereof, Holder hereof or (ii) the amount of such dividend (to the extent above-stated) that such holder the Holder would have received received, had such holder the Holder been a holder of one share the number of shares of Common Stock purchasable under this Warrant on such record (or other) date. Such entitlement by the Holder shall be without increase in (except in respect for the consideration, if any, paid for such assets by the holders of Common Stock) the then current Purchase Price. (ed) If If: (i) there shall be an event requiring an adjustment as provided in subsections 6(a) or 6(b); (ii) the Company shall make a distribution that comes may come within subsection 6(d6(c); (iii) the Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class, or other rights; or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in any one or more of such cases, the Company shall give to the Holder (i1) at least twenty business days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights, or for determining rights to vote in respect of any such reorganization, reclassificationmerger, consolidation, merger, sale, dissolution, liquidation reorganization or winding upreclassification, and (ii2) in the case of any such reorganization, reclassificationmerger, consolidation, merger, sale, dissolution, liquidation reorganization or winding up, reclassification at least twenty business days' prior written notice of the date when the same shall take placeplace or the date on which the books of the Company shall close or a record shall be taken for same, whichever is the earlier. Such notice in accordance with the foregoing clause and to the extent applicable shall specify (iA) in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock shall be entitled thereto, and (iiB) when the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such merger, consolidation, reorganization, liquidation or winding up, as the case may be. Upon the happening of an event requiring adjustment of the Purchase Price or the kind or amount of securities or property purchasable hereunder, the Company shall forthwith give notice to the Holder, which such notice shall be accompanied by a certificate of the Company, stating the adjusted Purchase Price and the adjusted number of shares of Common Stock and Purchase Warrants purchasable or the kind and amount of any such securities or property so purchasable upon exercise of this Warrant, as the case may be, and setting forth in reasonable detail the method of calculation and the facts upon which such the calculation is based. Such certificate shall, absent manifest error, be conclusive evidence of the correctness of any computation made thereunder. (fe) No fractional shares of Common Stock or script representing fractional shares of Common Stock shall be issued upon the exercise of this Warrant, and the Company shall have no obligation for any cash payment with respect thereto. (g) The . If a fractional share shall result from adjustments in the number of shares of Common Stock purchasable hereunder, the number of any class at any time outstanding shall include all shares of Common Stock of that class then owned or held by or for purchasable hereunder shall, on an aggregate basis taking into account all prior adjustments, be rounded up to the account of the Companynext whole number. (hf) Irrespective of any adjustment or change in the Purchase Price or the number of Units shares of Common Stock or other securities actually purchasable under each this Warrant, the Warrants theretofore and thereafter purchased this Warrant may continue to express the Purchase Price and the number of Units or other securities shares of Common Stock purchasable thereunder hereunder as such price and number of Units shares were expressed in the Warrants on this Warrant when initially issued.

Adjustment and Other Events. (a) In case If the Company shall shall, after the Issue Date, declare any dividend or other distribution upon its outstanding Common Stock payable in Common Stock or shall subdivide its outstanding shares of Common Stock into a greater number of shares, then the number of Units shares of Common Stock that may thereafter be purchased upon the exercise of the rights represented hereby shall by this Warrant must be increased in proportion to the increase through such dividend, distribution, or subdivision, and the Purchase Price shall must be decreased in such proportion. In case If the Company shall at any time combine the outstanding shares of its Common Stock into a smaller number of shares, the number of Units shares of Common Stock that may thereafter be purchased upon the exercise of the rights represented hereby shall will be decreased in proportion to the decrease through such combination, and the Purchase Price shall will be increased in such proportion. (b) In case of any If, after the Issue Date, there shall occur (i) any reclassification, capital reorganization, or other change of outstanding Common Stock of the Company (other than a change as a result of an issuance of Common Stock under described or referred to in Subsection 6(a)), or (ii) any consolidation or merger of the Company with or into another corporation or other entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of the shares of Common Stock issuable upon exercise of 3 4 this Warrant), or (iii) sale or conveyance to another corporation a third party of all or substantially all of the Company's assets as an entirety, then and in such event the terms of this Section 6 shall will be deemed to be appropriately adjusted, and the Company shall will cause effective provision to be made, so that the Holder shall have the right thereafter, by exercising this Warrant, to purchase the kind and amount of shares of stock, warrants or other rights to purchase such stock, stock and other securities and property, if any receivable upon such reclassification, capital reorganization, or other change, consolidation, merger, sale or conveyance that the Holder would have received had the Warrants this Warrant been exercised in full immediately prior to such event. (c) The Company shall not effect any consolidationIf, mergerafter the Issue Date, or sale or conveyance of assets within the meaning of subsection 6(b)(ii)-(iii), unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed and mailed or delivered to the Holder hereof pursuant to Section 10 herein, the obligation to deliver to such Holder such shares of stock, securities, or assets as, in accordance with the foregoing provisions, such Holder may be entitled to purchase. In no event shall the securities received pursuant to this subsection be registerable or transferable other than pursuant and subject to the terms of this Warrant. (d) If the Company shall at any time or from time to time (i) distribute (otherwise than as a dividend in cash or in Common Stock or in securities convertible into or exchangeable for Common Stock) to the holders of Common Stock (or grant any rights to such holders to acquire) assets, including stock or other securities of the Company (or the right to acquire the same) or any subsidiary, without any consideration paid or to be paid by such holders or for a consideration paid less than the fair market value of such assets as reasonably and objectively determined by the Board of Directors of the Company, or (ii) declare a distribution, right or dividend upon the Common Stock (to the extent payable otherwise in cash or assets other than out shares of earnings or earned surplus, as indicated by the accounting treatment of such dividend in the books of the Company, and otherwise than in Common Stock, or securities convertible into or exchangeable for Common Stock), then the Company shall reserve, and the holder Holder of each this Warrant shall thereafter upon exercise thereof of this Warrant be entitled to receive, for each share of Common Stock purchasable thereunder hereunder on the record date established by the Company for the determination of holders of Common Stock entitled to receive such distribution, right or dividend (or if no such record date shall have been established, on the date of such distribution, grant of such right or payment of such dividend), (i) the amount of such assets that would have been distributable to, or as to which such right would have been granted to, the holder thereof, Holder hereof or (ii) the amount of such dividend (to the extent above-stated) that such holder the Holder would have received received, had such holder the Holder been a holder of one share the number of shares of Common Stock purchasable under this Warrant on such record (or other) date. Such entitlement by the Holder shall be without increase in (except in respect for the consideration, if any, paid for such assets by the holders of Common Stock) the then current Purchase Price. (ed) If If: (i) there shall be an event requiring an adjustment as provided in subsections 6(a) or 6(b); (ii) the Company shall make a distribution that comes may come within subsection 6(d6(c); (iii) the Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class, or other rights; or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in any one or more of such cases, the Company shall give to the Holder (i1) at least twenty days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights, or for determining rights to vote in respect of any such reorganization, reclassificationmerger, consolidation, merger, sale, dissolution, liquidation reorganization or winding upreclassification, and (ii2) in the case of any such reorganization, reclassificationmerger, consolidation, merger, sale, dissolution, liquidation reorganization or winding up, reclassification at least twenty days' prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause and to the extent applicable shall specify (iA) in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock shall be entitled thereto, and (iiB) when the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such merger, consolidation, reorganization, liquidation or winding up, as the case may be. Upon the happening of an event requiring adjustment of the Purchase Price or the kind or amount of securities or property purchasable hereunder, the Company shall forthwith give notice to the Holder, which such notice shall be accompanied by a certificate of the Company, stating the adjusted Purchase Price and the adjusted number of shares of Common Stock and Purchase Warrants purchasable or the kind and amount of any such securities or property so purchasable upon exercise of this Warrant, as the case may be, and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Such certificate shall, absent manifest error, be conclusive evidence of the correctness of any computation made thereunder. (f) No fractional shares of Common Stock or script representing fractional shares of Common Stock shall be issued upon the exercise of this Warrant, and the Company shall have no obligation for any cash payment with respect thereto. (g) The number of shares of Common Stock of any class at any time outstanding shall include all shares of Common Stock of that class then owned or held by or for the account of the Company. (h) Irrespective of any adjustment or change in the Purchase Price or the number of Units or other securities actually purchasable under each Warrant, the Warrants theretofore and thereafter purchased may continue to express the Purchase Price and the number of Units or other securities purchasable thereunder as such price and number of Units were expressed in the Warrants when initially issued.give