Common use of Adjustment for Change in Capital Stock Clause in Contracts

Adjustment for Change in Capital Stock. Subject to Section 8.1(b), in case the Company shall (i) pay a dividend on its outstanding shares of Common Stock in shares of Common Stock or make a distribution of shares of Common Stock on its outstanding shares of Common Stock, (ii) make a distribution on its outstanding shares of Common Stock in shares of its capital stock other than Common Stock, (iii) subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iv) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (v) issue, by reclassification of its shares of Common Stock, other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”), then the number of Warrant Shares purchasable upon exercise of each Warrant immediately prior to the Adjustment Event shall be adjusted so that the Holder of each Warrant shall be entitled to receive the kind and number of Warrant Shares or other securities of the Company which such Holder would have owned or have been entitled to receive upon the happening of the Adjustment Event had such Warrant been exercised in full immediately prior to the happening of such Adjustment Event or any record date with respect to such Adjustment Event. If a Holder is entitled to receive shares of two or more classes of capital stock of the Company pursuant to the foregoing sentence upon exercise of Warrants, the allocation of the adjusted Exercise Price between such classes of capital stock shall be determined reasonably and in good faith by the Board of Directors of the Company. After such allocation, the exercise privilege and the Exercise Price with respect to each class of capital stock shall thereafter be subject to adjustment on terms substantially identical to those applicable to Common Stock in this Section 8. An adjustment made pursuant to this Section 8.1(a) shall become effective immediately after the record date for such Adjustment Event or, if none, immediately after the effective date of such Adjustment Event. Such adjustment shall be made successively whenever an Adjustment Event occurs.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b)If, in case after the Company shall date hereof, the Company: (ia) pay pays a dividend or makes a distribution on shares of any class of its Common Stock payable in shares of its Common Stock or other Capital Stock of the Company; (b) subdivides or splits any of its outstanding shares of Common Stock in shares of Common Stock or make a distribution of shares of Common Stock on its outstanding shares of Common Stock, (ii) make a distribution on its outstanding shares of Common Stock in shares of its capital stock other than Common Stock, (iii) subdivide its outstanding shares any class of Common Stock into a greater number of shares shares; (c) combines any of Common Stock, (iv) combine its outstanding shares of Common Stock into a smaller number of shares; and (d) issues by reclassification of any class of its Common Stock any shares of any of its Capital Stock, then the Exercise Rate in effect immediately prior to such action for each Warrant then outstanding shall be adjusted by multiplying the Exercise Rate in effect immediately prior to such action by a fraction (A) the numerator of which shall be the number of shares of Common Stock, or Stock outstanding immediately after such action and (vB) issue, by reclassification the denominator of its which shall be the number of shares of Common Stock, other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”), then the number of Warrant Shares purchasable upon exercise of each Warrant Stock outstanding immediately prior to such action or the Adjustment Event shall be adjusted so that record date applicable to such action, if any (regardless of whether the Holder of Warrants then outstanding are then exercisable); and the Exercise Price for each Warrant shall be entitled adjusted to receive a number determined by dividing the kind and number of Warrant Shares or other securities of the Company which such Holder would have owned or have been entitled to receive upon the happening of the Adjustment Event had such Warrant been exercised in full Exercise Price immediately prior to such event by such fraction. The $11.00 per share contained in Section 6.1 shall also be adjusted to a number determined by dividing the happening Exercise Price immediately prior to such event by such fraction. The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. If such dividend or distribution is not so paid or made or such subdivision, combination or reclassification is not effected, the Exercise Rate and Exercise Price shall again be adjusted to be the Exercise Rate and Exercise Price which would then be in effect if such record date or effective date had not been so fixed. If after an adjustment a holder of a Warrant upon exercise of such Adjustment Event or any record date with respect to such Adjustment Event. If a Holder is entitled to Warrant may receive shares of two (2) or more classes of capital stock of the Company pursuant to the foregoing sentence upon exercise of Warrants, the allocation of the adjusted Exercise Price between such classes of capital stock shall be determined reasonably and in good faith by the Board of Directors Capital Stock of the Company. After such allocation, the exercise privilege and the Exercise Price with respect to each class of capital stock Rate shall thereafter be subject to adjustment upon the occurrence of an action taken with respect to any such class of Capital Stock as is contemplated by this Section 4 with respect to the Common Stock, on terms substantially identical comparable to those applicable to Common Stock in this Section 8. An adjustment made pursuant to this Section 8.1(a) shall become effective immediately after the record date for such Adjustment Event or, if none, immediately after the effective date of such Adjustment Event. Such adjustment shall be made successively whenever an Adjustment Event occurs4.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b), in case If the Company shall Company: (i) pay pays a dividend or makes a distribution on its Common Stock, in each case, in shares of its Common Stock; (ii) subdivides its outstanding shares of Common Stock in shares into a greater number of Common Stock or make a distribution of shares of Common Stock on shares; (iii) combines its outstanding shares of Common Stock, Stock into a smaller number of shares; (iiiv) make makes a distribution on its outstanding shares of Common Stock in shares of its capital stock other than Common Stock, (iii) subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iv) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or ; or (v) issue, issues by reclassification of its shares of Common Stock, other securities Stock any shares of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”), its capital stock; then the number and classes of Warrant Shares shares purchasable upon exercise of each Warrant in effect immediately prior to the Adjustment Event such action shall be adjusted so that the Holder holder of each any Warrant shall be entitled to thereafter exercised may receive the kind number and number classes of Warrant Shares or other securities shares of capital stock of the Company which such Holder holder would have owned or have been entitled to receive upon immediately following such action if such holder had exercised the happening of the Adjustment Event had such Warrant been exercised in full immediately prior to such action. For a dividend or distribution the happening of such Adjustment Event or any adjustment shall become effective immediately after the record date with respect to such Adjustment Eventfor the dividend or distribution. For a subdivision, combination or reclassification, the adjustment shall become effective immediately after the effective date of the subdivision, combination or reclassification. If after an adjustment the holder of a Holder is entitled to Warrant upon exercise of it may receive shares of two or more classes of capital stock of the Company, the Board of Directors of the Company pursuant to the foregoing sentence upon exercise of Warrants, shall in good faith determine the allocation of the adjusted Exercise Price between such or among the classes of capital stock shall be determined reasonably and in good faith by the Board of Directors of the Companystock. After such allocation, the exercise privilege and that portion of the Exercise Price with respect applicable to each share of each such class of capital stock shall thereafter be subject to adjustment on terms substantially identical comparable to those applicable to Common Stock in this Section 8Agreement. An adjustment made pursuant to Notwithstanding the allocation of the Exercise Price between or among shares of capital stock as provided by this Section 8.1(a) shall become effective immediately after 9(a), a Warrant may only be exercised in full by payment of the record date for such Adjustment Event or, if none, immediately after the effective date of such Adjustment Event. Such adjustment shall be made successively whenever an Adjustment Event occursentire Exercise Price currently in effect.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b)If, in case after the Company shall date of this Agreement, the Company: (i1) pay pays a dividend on its outstanding shares of Common Stock in shares of Common Stock or make a distribution of shares of Common Stock on its outstanding shares of Common Stock, (ii) make makes a distribution on its outstanding shares of Common Stock in shares of its capital stock other than (including Common Stock, ); (iii2) subdivide subdivides its outstanding shares of Common Stock into a greater number of shares of Common Stock, shares; (iv3) combine combines its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or shares; or (v4) issue, issues by reclassification of its Common Stock any shares of Common Stock, other securities of the Company its capital stock or Other Securities (including without limitation any such reclassification in connection with a consolidation or merger in which the Company is the surviving continuing entity); then the Exercise Price in effect at the time of the record date of such dividend, distribution, subdivision, combination or reclassification shall be adjusted so that the Exercise Price shall be equal to the price determined by multiplying the Exercise Price in effect immediately prior to such event by a fraction, the numerator of which shall be (x) the total number of outstanding shares of Common Stock of the Company immediately prior to such event and the denominator of which shall be (eachy) the total number of outstanding shares of Common Stock of the Company immediately after such event and, an “Adjustment Event”as so adjusted or readjusted, the Exercise Price shall remain in effect until a further adjustment or readjustment is required by this Section 6(b). Whenever the Exercise Price payable upon exercise of each Warrant is adjusted pursuant to this Section 6(a), then the Warrant Shares shall simultaneously be adjusted by multiplying the number of Warrant Shares purchasable issuable upon exercise of each Warrant immediately prior to the Adjustment Event shall be adjusted so that the Holder of each Warrant shall be entitled to receive the kind and number of Warrant Shares or other securities of the Company which such Holder would have owned or have been entitled to receive upon the happening of the Adjustment Event had such Warrant been exercised in full immediately prior to the happening of such Adjustment Event or any record date with respect to such Adjustment Event. If a Holder is entitled to receive shares of two or more classes of capital stock of the Company pursuant to the foregoing sentence upon exercise of Warrants, the allocation of the adjusted Exercise Price between such classes of capital stock shall be determined reasonably and in good faith event by the Board of Directors of the Company. After such allocation, the exercise privilege and the Exercise Price with respect in effect on the date thereof and dividing the product so obtained by the Exercise Price as adjusted. These adjustments referred to each class of capital stock shall thereafter be subject to adjustment on terms substantially identical to those applicable to Common Stock in this Section 8. An adjustment made pursuant to this Section 8.1(a) the preceding paragraph shall become effective immediately after on (x) in the case of a dividend or distribution, the earlier of the record date for such Adjustment Event orthereof or the distribution date thereof and (y) in the case of a subdivision, if nonecombination or reclassification, immediately after the earlier of the record date thereof or the effective date of such Adjustment Event. Such adjustment shall be made successively whenever an Adjustment Event occursthereof.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b), in case If the Company shall Company: (i) pay pays a dividend or makes a distribution on its Common Stock, in each case, in shares of its Common Stock; (ii) subdivides its outstanding shares of Common Stock in shares into a greater number of Common Stock or make a distribution of shares of Common Stock on shares; (iii) combines its outstanding shares of Common Stock, Stock into a smaller number of shares; or (iiiv) make makes a distribution on its outstanding shares of Common Stock in shares of its capital stock other than Common Stock, (iii) subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iv) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (v) issue, by reclassification of its shares of Common Stock, other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”), then the number and classes of Warrant Exercise Shares purchasable upon exercise of each Revocable Warrant in effect immediately prior to the Adjustment Event such action shall be adjusted so that the Holder holder of each any Revocable Warrant shall be entitled to thereafter exercised may receive the kind number and number classes of Warrant Shares or other securities shares of capital stock of the Company which such Holder holder would have owned or have been entitled to receive upon immediately following such action if such holder had exercised the happening of the Adjustment Event had such Revocable Warrant been exercised in full immediately prior to such action. For a dividend or distribution the happening of such Adjustment Event or any adjustment shall become effective immediately after the record date with respect to such Adjustment Eventfor the dividend or distribution. For a subdivision, combination or reclassification, the adjustment shall become effective immediately after the effective date of the subdivision, combination or reclassification. If after an adjustment the holder of a Holder is entitled to Revocable Warrant upon exercise of it may receive shares of two or more classes of capital stock of the Company, the Board of Directors of the Company pursuant to the foregoing sentence upon exercise of Warrants, shall in good faith determine the allocation of the adjusted Exercise Price between such or among the classes of capital stock shall be determined reasonably and in good faith by the Board of Directors of the Companystock. After such allocation, the exercise privilege and that portion of the Exercise Price with respect applicable to each share of each such class of capital stock shall thereafter be subject to adjustment on terms substantially identical comparable to those applicable to Common Stock the Exercise Shares in this Section 8. An adjustment made pursuant to this Section 8.1(a) shall become effective immediately after the record date for such Adjustment Event or, if none, immediately after the effective date of such Adjustment Event. Such adjustment shall be made successively whenever an Adjustment Event occursAgreement.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b), in case If the Company shall Company: (i) pay pays a dividend or makes a distribution on its Common Stock, in each case, in shares of its Common Stock; (ii) subdivides its outstanding shares of Common Stock in shares into a greater number of Common Stock or make a distribution of shares of Common Stock on shares; (iii) combines its outstanding shares of Common Stock, Stock into a smaller number of shares; (iiiv) make makes a distribution on its outstanding shares of Common Stock in shares of its capital stock other than Common Stock, (iii) subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iv) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or ; or (v) issue, issues by reclassification of its shares of Common Stock, other securities Stock any shares of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”), its capital stock; then the number and classes of Warrant Exercise Shares purchasable upon exercise of each Warrant in effect immediately prior to the Adjustment Event such action shall be adjusted so that the Holder holder of each any Warrant shall be entitled to thereafter exercised may receive the kind number and number classes of Warrant Shares or other securities shares of capital stock of the Company which such Holder holder would have owned or have been entitled to receive upon immediately following such action if such holder had exercised the happening of the Adjustment Event had such Warrant been exercised in full immediately prior to such action. For a dividend or distribution the happening of such Adjustment Event or any adjustment shall become effective immediately after the record date with respect to such Adjustment Eventfor the dividend or distribution. For a subdivision, combination or reclassification, the adjustment shall become effective immediately after the effective date of the subdivision, combination or reclassification. If after an adjustment the holder of a Holder is entitled to Warrant upon exercise of it may receive shares of two or more classes of capital stock of the Company, the Board of Directors of the Company pursuant to the foregoing sentence upon exercise of Warrants, shall in good faith determine the allocation of the adjusted Exercise Price between such or among the classes of capital stock shall be determined reasonably and in good faith by the Board of Directors of the Companystock. After such allocation, the exercise privilege and that portion of the Exercise Price with respect applicable to each share of each such class of capital stock shall thereafter be subject to adjustment on terms substantially identical comparable to those applicable to Common Stock the Exercise Shares in this Section 8Agreement. An adjustment made pursuant to Notwithstanding the allocation of the Exercise Price between or among shares of capital stock as provided by this Section 8.1(a) shall become effective immediately after 8(a), a Warrant may only be exercised in full by payment of the record date for such Adjustment Event or, if none, immediately after entire Exercise Price in effect at the effective date time of such Adjustment Event. Such adjustment shall be made successively whenever an Adjustment Event occursexercise.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b), in case If the Company shall Company: (i) pay pays a dividend or makes a distribution on its Common Stock in shares of its Common Stock; (ii) subdivides or reclassifies its outstanding shares of Common Stock in shares into a greater number of Common Stock shares; (iii) combines or make a distribution of shares of Common Stock on reclassifies its outstanding shares of Common Stock, Stock into a smaller number of shares; (iiiv) make makes a distribution on its outstanding shares of Common Stock in shares of its capital stock other than Common Stock, (iii) subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iv) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or ; or (v) issue, issues by reclassification of its Common Stock any shares of its capital stock (other than reclassifications arising solely as a result of a change in the par value or no par value of the Common Stock, other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”), ; then the number of Warrant Shares purchasable upon exercise of each Warrant Number in effect immediately prior to the Adjustment Event such action shall be proportionately adjusted so that the Holder of each any Warrant shall be entitled to thereafter exercised may receive the aggregate number and kind and number of Warrant Shares or other securities of the Company which such Holder would have owned or have been entitled to receive upon the happening of the Adjustment Event had such Warrant been exercised in full immediately prior to the happening of such Adjustment Event or any record date with respect to such Adjustment Event. If a Holder is entitled to receive shares of two or more classes of capital stock of the Company pursuant which it would have owned immediately following such action if such Warrant had been exercised immediately prior to the foregoing sentence upon exercise of Warrants, the allocation of the adjusted Exercise Price between such classes of capital stock shall be determined reasonably and in good faith by the Board of Directors of the Companyaction. After such allocation, the exercise privilege and the Exercise Price with respect to each class of capital stock shall thereafter be subject to The adjustment on terms substantially identical to those applicable to Common Stock in this Section 8. An adjustment made pursuant to this Section 8.1(a) shall become effective immediately after the record date for such Adjustment Event ortime of payment or distribution, if noneas appropriate, in the case of a dividend or distribution and immediately after the effective date in the case of such Adjustment Eventa subdivision, combination or reclassification. Such adjustment shall be made successively whenever any event listed above shall occur. If the occurrence of any event listed above results in an Adjustment Event occursadjustment under subsection (b) or (c) of this Section 8, no further adjustment shall be made under this subsection (a). The Company shall not issue shares of Common Stock as a dividend or distribution on any class of capital stock other than Common Stock, unless the Holders also receive such dividend or distribution on a ratable basis or the appropriate adjustment to the Warrant Number is made under this Section 8.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b)paragraphs (f) and (h) below, in case the Company shall (i) pay a dividend on its outstanding shares of Common Stock in shares of Common Stock or make a distribution of shares of Common Stock on its outstanding shares of Common Stock, (ii) make a distribution on its outstanding shares of Common Stock in shares of its capital stock other than Common Stock, (iii) subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iv) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (v) issue, by reclassification of its shares of Common Stock, other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”), then the number of Warrant Shares purchasable upon exercise of each Warrant immediately prior to the Adjustment Event thereto shall be adjusted so that the Holder of each Warrant shall be entitled to receive upon the exercise of the Warrant the kind and number of Warrant Shares or other securities of the Company which such Holder would have owned or have been entitled to receive upon the happening of any of the Adjustment Event events described above had such Warrant been exercised in full immediately prior to the happening of such Adjustment Event event or any record date with respect to such Adjustment Eventthereto. If a Holder is entitled to receive shares of two or more classes of capital stock of the Company pursuant to the foregoing sentence upon exercise of Warrants, the allocation of the adjusted Exercise Price between such classes of capital stock shall be determined reasonably and in good faith by the Board of Directors of the Company. After such allocation, the exercise privilege and the Exercise Price with respect to each class of capital stock shall thereafter be subject to adjustment on terms substantially identical to those applicable to Common Stock in this Section 89. An adjustment made pursuant to this Section 8.1(aparagraph (a) shall become effective immediately after the record date for such Adjustment Event event or, if none, immediately after the effective date of such Adjustment Eventevent. Such adjustment shall be made successively whenever such an Adjustment Event event occurs.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b), in case If the Company shall Issuer: (i1) pay pays a dividend on its outstanding shares of Common Stock in shares of Common Stock or make makes a distribution of shares of Common Stock on its outstanding shares of Common Stock, (ii) make a distribution on its outstanding shares of Common Stock in shares of its capital stock other than Common Stock, ; (iii2) subdivide subdivides its outstanding shares of Common Stock into a greater number of shares of Common Stock, shares; (iv3) combine combines its outstanding shares of Common Stock into a smaller number of shares; (4) pays a dividend or makes a distribution on its Common Stock other than in shares of its Common Stock, or ; or (v5) issue, issues by reclassification of its shares of Common Stock, other securities Stock any shares of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”)its capital stock, then the number of Warrant Shares purchasable upon exercise of each Warrant conversion privilege and the conversion price or conversion rate in effect immediately prior to the Adjustment Event opening of business on the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be adjusted so that the Holder of each Warrant shall be entitled to any Security thereafter converted may receive the kind and number of Warrant Shares or other securities shares of capital stock of the Company Issuer which such Holder would have owned or have been entitled to receive upon immediately following such action if such Holder had converted the happening of the Adjustment Event had such Warrant been exercised in full Security immediately prior to such time. Such adjustment shall be made successively whenever any event listed below shall occur. For a dividend or distribution, the happening of such Adjustment Event or any adjustment shall become effective immediately after the record date with respect to such Adjustment Eventfor the dividend or distribution. For a subdivision, combination or reclassification, the adjustment shall become effective immediately after the effective date of the subdivision, combination or reclassification. If after an adjustment a Holder is entitled to of a Security upon conversion of it may receive shares of two or more classes of capital stock of the Company pursuant to the foregoing sentence upon exercise of WarrantsIssuer, the conversion prices of the classes of capital stock (after giving effect to such allocation of the adjusted Exercise Price conversion price between such or among the classes of capital stock shall be determined reasonably and in good faith by as the Board of Directors of shall determine to be appropriate) or the Company. After such allocationconversion rate, as the exercise privilege and the Exercise Price with respect to each class of capital stock case may be, shall thereafter be subject to adjustment on terms substantially identical comparable to those applicable to Common Stock in this Section 8Indenture. An adjustment made pursuant Any shares of Common Stock issuable in payment of a dividend shall be deemed to this Section 8.1(a) shall become effective have been issued immediately after prior to the time of the record date for such Adjustment Event or, if none, immediately after dividend for purposes of calculating the effective date number of such Adjustment Event. Such adjustment shall be made successively whenever an Adjustment Event occursoutstanding shares of Common Stock under Sections 13.8 and 13.9.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b), in case If the Company shall (i) pay pays a dividend on its outstanding shares of Common Stock in shares of Common Stock or make a distribution of shares of Common Stock on its outstanding shares of Common Stock, (ii) make makes a distribution on its outstanding shares of Class A Common Stock in shares of its capital stock other than Class A Common Stock, ; (iiiii) subdivide subdivides its outstanding shares of Class A Common Stock into a greater number of shares of Common Stock, shares; (iviii) combine combines its outstanding shares of Class A Common Stock into a smaller number of shares of Common Stock, shares; or (viv) issueissues, by reclassification of its shares of Class A Common Stock, other securities any shares of its capital stock; then and in each such case the Company (including any such reclassification Exercise Rate in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”), then the number of Warrant Shares purchasable upon exercise of each Warrant effect immediately prior to the Adjustment Event such action shall be adjusted so that the Holder holder of each any Warrant thereafter exercised shall be entitled to receive receive, upon exercise of the kind and Warrant, the number of Warrant Shares shares of Class A Common Stock or other securities of the Company which such Holder holder would have owned or have been entitled to receive upon immediately following such action if the happening of the Adjustment Event Warrant had such Warrant been exercised in full immediately prior to such action; provided, however, that notwithstanding the happening foregoing, upon the occurrence of an event described in clause (i) above which otherwise would have given rise to an adjustment, no adjustment shall be made if the Company includes the Holder in such Adjustment Event or any distribution pro rata according to the number of shares of Common Stock issued and outstanding as if the Warrant Shares were issued and outstanding at the time of the occurrence of an event described in clause (i) above. Any adjustment hereunder shall become effective immediately after the record date with respect to such Adjustment Eventin the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. Such adjustment shall be made successively whenever any event listed above shall occur. If a after an adjustment, the Holder is entitled to upon exercise of the Warrant may receive shares of two or more classes or series of capital stock of the Company, the Board of Directors of the Company pursuant to the foregoing sentence upon exercise of Warrants, shall determine the allocation of the adjusted Exercise Price and Exercise Rate between such the classes or series of capital stock shall be determined reasonably and in good faith by the Board of Directors of the Companystock. After such allocation, the exercise privilege and the Exercise Price with respect to and Exercise Rate of each class or series of capital stock shall thereafter be subject to adjustment on terms substantially identical comparable to those applicable to the Class A Common Stock in this Section 8. An adjustment made pursuant to this Section 8.1(a) shall become effective immediately after the record date for such Adjustment Event or, if none, immediately after the effective date of such Adjustment Event. Such adjustment shall be made successively whenever an Adjustment Event occursSection.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b), in case If the Company shall Company: (i) pay pays a dividend or makes a distribution on its Common Stock, in each case, in shares of its Common Stock; (ii) subdivides its outstanding shares of Common Stock in shares into a greater number of Common Stock or make a distribution of shares of Common Stock on shares; (iii) combines its outstanding shares of Common Stock, Stock into a smaller number of shares; (iiiv) make makes a distribution on its outstanding shares of Common Stock in shares of its capital stock other than Common Stock, (iii) subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iv) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or ; or (v) issue, issues by reclassification of its shares of Common Stock, other securities Stock any shares of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”), its capital stock; then the number and classes of Warrant Shares shares purchasable upon exercise of each Warrant in effect immediately prior to the Adjustment Event such action shall be adjusted so that the Holder holder of each any Warrant shall be entitled to thereafter exercised may receive the kind number and number classes of Warrant Shares or other securities shares of capital stock of the Company which such Holder holder would have owned or have been entitled to receive upon immediately following such action if such holder had exercised the happening of the Adjustment Event had such Warrant been exercised in full immediately prior to such action. For a dividend or distribution the happening of such Adjustment Event or any adjustment shall become effective immediately after the record date with respect to such Adjustment Eventfor the dividend or distribution. For a subdivision, combination or reclassification, the adjustment shall become effective immediately after the effective date of the subdivision, combination or reclassification. If after an adjustment the holder of a Holder is entitled to Warrant upon exercise of it may receive shares of two or more classes of capital stock of the Company, the Board of Directors of the Company pursuant to the foregoing sentence upon exercise of Warrants, shall in good faith determine the allocation of the adjusted Exercise Price between such or among the classes of capital stock shall be determined reasonably and in good faith by the Board of Directors of the Companystock. After such allocation, the exercise privilege and that portion of the Exercise Price with respect applicable to each share of each such class of capital stock shall thereafter be subject to adjustment on terms substantially identical comparable to those applicable to Common Stock in this Section 8Agreement. An adjustment made pursuant to Notwithstanding the allocation of the Exercise Price between or among shares of capital stock as provided by this Section 8.1(a) shall become effective immediately after 8(a), a Warrant may only be exercised in full by payment of the record date for such Adjustment Event or, if none, immediately after the effective date of such Adjustment Event. Such adjustment shall be made successively whenever an Adjustment Event occursentire Exercise Price currently in effect.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b), in case If the Company shall Company: (i) pay pays a dividend or makes a distribution on its Common Stock, in each case, in shares of its Common Stock; (ii) subdivides its outstanding shares of Common Stock in shares into a greater number of Common Stock or make a distribution of shares of Common Stock on shares; (iii) combines its outstanding shares of Common Stock, Stock into a smaller number of shares; (iiiv) make makes a distribution on its outstanding shares of Common Stock in shares of its capital stock other than Common Stock, (iii) subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iv) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or ; or (v) issue, issues by reclassification of its shares of Common Stock, other securities Stock any shares of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”), its capital stock; then the number and classes of Warrant Shares shares purchasable upon exercise of each this Warrant in effect immediately prior to the Adjustment Event such action shall be adjusted so that the Holder thereafter will receive upon exercise of each this Warrant shall be entitled to receive the kind number and number classes of Warrant Shares or other securities shares of capital stock of the Company which such Holder would have owned or have been entitled to receive upon the happening of the Adjustment Event immediately following such action if such Holder had such exercised this Warrant been exercised in full immediately prior to such action. For a dividend or distribution, the happening of such Adjustment Event or any adjustment shall become effective immediately after the record date with respect to for the dividend or distribution. For a subdivision, combination or reclassification, the adjustment shall become effective immediately after the effective date of the subdivision, combination or reclassification. The adjustments described in this paragraph (a) shall be made successively whenever any event listed above shall occur. If, after any such Adjustment Event. If a adjustment, the Holder is entitled to receive upon exercise of this Warrant shares of two or more classes of capital stock of the Company, the Board of Directors of the Company pursuant to the foregoing sentence upon exercise of Warrants, shall in good faith determine the allocation of the adjusted Exercise Price between such or among the classes of capital stock shall be determined reasonably and in good faith by the Board of Directors of the Companystock. After such allocation, the exercise privilege and that portion of the Exercise Price with respect applicable to each share of each such class of capital stock shall thereafter be subject to adjustment on terms substantially identical comparable to those applicable to the Common Stock as described in this Section 8Warrant. An adjustment made pursuant to Notwithstanding the allocation of the Exercise Price between or among shares of capital stock as provided by this Section 8.1(a) shall become effective immediately after paragraph (a), this Warrant may be exercised in full only by payment of the record date for such Adjustment Event or, if none, immediately after the effective date of such Adjustment Event. Such adjustment shall be made successively whenever an Adjustment Event occursentire Exercise Price currently in effect.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b), in case the Company shall If Company: (i) pay pays a dividend or makes a distribution on its Common Stock, in each case, in shares of its Common Stock; (ii) splits its outstanding shares of Common Stock in shares into a greater number of Common Stock or make a distribution of shares of Common Stock on shares; (iii) combines its outstanding shares of Common Stock, Stock into a smaller number of shares; (iiiv) make makes a distribution on its outstanding shares of Common Stock in shares of its capital stock other than Common Stock, (iii) subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iv) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, ; or (v) issue, issues by reclassification of its shares of Common Stock, other securities Stock any shares of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”), its capital stock; then the number and classes of Warrant Shares shares purchasable upon exercise of each Warrant in effect immediately prior to the Adjustment Event such action shall be adjusted so that the Holder holder of each any Warrant shall be entitled to thereafter exercised may receive the kind number and number classes of Warrant Shares or other securities shares of the capital stock of Company which such Holder holder would have owned or have been entitled to receive upon immediately following such action if such holder had exercised the happening of the Adjustment Event had such Warrant been exercised in full immediately prior to such action. For a dividend or distribution the happening of such Adjustment Event or any adjustment shall become effective immediately after the record date with respect to such Adjustment Eventfor the dividend or distribution. For a split, combination or reclassification, the adjustment shall become effective immediately after the effective date of the subdivision, combination or reclassification. If after an adjustment the holder of a Holder is entitled to Warrant upon exercise of it may receive shares of two or more classes of capital stock of Company, the Board of Directors of Company pursuant to the foregoing sentence upon exercise of Warrants, shall in good faith determine the allocation of the adjusted Exercise Price between such or among the classes of capital stock shall be determined reasonably and in good faith by the Board of Directors of the Companystock. After such allocation, the exercise privilege and that portion of the Exercise Price with respect applicable to each share of each such class of capital stock shall thereafter be subject to adjustment on terms substantially identical comparable to those applicable to Common Stock in this Section 8Agreement. An adjustment made pursuant to Notwithstanding the allocation of the Exercise Price between or among shares of capital stock as provided by this Section 8.1(a) shall become effective immediately after 10(a), a Warrant may only be exercised in full by payment of the record date for such Adjustment Event or, if none, immediately after the effective date of such Adjustment Event. Such adjustment shall be made successively whenever an Adjustment Event occursentire Exercise Price currently in effect.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b), in case the Company shall If DIMAC Holdings: (i) pay pays a dividend or makes a distribution on its Common Stock in shares of its Common Stock; (ii) subdivides or reclassifies its outstanding shares of Common Stock in shares into a greater number of Common Stock shares; (iii) combines or make a distribution of shares of Common Stock on reclassifies its outstanding shares of Common Stock, Stock into a smaller number of shares; (iiiv) make makes a distribution on its outstanding shares of Common Stock in shares of its capital stock other than Common Stock, (iii) subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iv) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or ; or (v) issue, issues by reclassification of its Common Stock any shares of its capital stock (other than reclassifications arising solely as a result of a change in the par value or no par value of the Common Stock, other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”), ; then the number of Warrant Shares purchasable upon exercise of each Warrant Number in effect immediately prior to the Adjustment Event such action shall be proportionately adjusted so that the Holder of each any Warrant shall be entitled to thereafter exercised may receive the aggregate number and kind and number of Warrant Shares or other securities of the Company which such Holder would have owned or have been entitled to receive upon the happening of the Adjustment Event had such Warrant been exercised in full immediately prior to the happening of such Adjustment Event or any record date with respect to such Adjustment Event. If a Holder is entitled to receive shares of two or more classes of capital stock of the Company pursuant DIMAC Holdings which it would have owned immediately following such action if such Warrant had been exercised immediately prior to the foregoing sentence upon exercise of Warrants, the allocation of the adjusted Exercise Price between such classes of capital stock shall be determined reasonably and in good faith by the Board of Directors of the Companyaction. After such allocation, the exercise privilege and the Exercise Price with respect to each class of capital stock shall thereafter be subject to The adjustment on terms substantially identical to those applicable to Common Stock in this Section 8. An adjustment made pursuant to this Section 8.1(a) shall become effective immediately after the record date for such Adjustment Event or, if none, in the case of a dividend or distribution and immediately after the effective date in the case of such Adjustment Eventa subdivision, combination or reclassification. Such adjustment shall be made successively whenever any event listed above shall occur. If the occurrence of any event listed above results in an Adjustment Event occursadjustment under subsection (b) or (c) of this Section , no further adjustment shall be made under this subsection (a). DIMAC Holdings shall not issue shares of Common Stock as a dividend or distribution on any class of capital stock other than Common Stock, unless the Holders also receive such dividend or distribution on a ratable basis or the appropriate adjustment to the Warrant Number is made under this Section .

Adjustment for Change in Capital Stock. Subject to Section 8.1(b), in case If the Company shall (i1) pay pays a dividend on its outstanding shares of Common Stock in shares of Common Stock or make a distribution of shares of Common Stock on its outstanding shares of Common Stock, (ii) make makes a distribution on its outstanding shares of Class A Common Stock in shares of its capital stock other than Class A Common Stock, ; (iii2) subdivide subdivides its outstanding shares of Class A Common Stock into a greater number of shares of Common Stock, shares; (iv3) combine combines its outstanding shares of Class A Common Stock into a smaller number of shares of Common Stock, shares; or (v4) issueissues, by reclassification of its shares of Class A Common Stock, other securities any shares of its capital stock; then and in each such case the Company (including any such reclassification Exercise Rate in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”), then the number of Warrant Shares purchasable upon exercise of each Warrant effect immediately prior to the Adjustment Event such action shall be adjusted so that the Holder holder of each any Warrant thereafter exercised shall be entitled to receive receive, upon exercise of the kind and Warrant, the number of Warrant Shares shares of Class A Common Stock or other securities of the Company which such Holder holder would have owned or have been entitled to receive upon immediately following such action if the happening of the Adjustment Event Warrant had such Warrant been exercised in full immediately prior to such action; provided, however, that notwithstanding the happening foregoing, upon the occurrence of an event described in clause (1) above which otherwise would have given rise to an adjustment, no adjustment shall be made if the Company includes the Holder in such Adjustment Event or any distribution pro rata according to the number of shares of Common Stock issued and outstanding as if the Warrant Shares were issued and outstanding. Any adjustment hereunder shall become effective immediately after the record date with respect to in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification (each such Adjustment Eventtime, the "Time of Determination"). Such adjustment shall be made successively whenever any event listed above shall occur. If a after an adjustment the Holder is entitled to upon exercise of the Warrant may receive shares of two or more classes of capital stock of the Company, the Board of Directors of the Company pursuant to the foregoing sentence upon exercise of Warrants, shall determine the allocation of the adjusted Exercise Price and Exercise Rate between such the classes of capital stock shall be determined reasonably and in good faith by the Board of Directors of the Companystock. After such allocation, the exercise privilege and the Exercise Price with respect to and Exercise Rate of each class of capital stock shall thereafter be subject to adjustment on terms substantially identical comparable to those applicable to the Class A Common Stock in this Section 8. An adjustment made pursuant to this Section 8.1(a) shall become effective immediately after the record date for such Adjustment Event or, if none, immediately after the effective date of such Adjustment Event. Such adjustment shall be made successively whenever an Adjustment Event occursSection.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b), in case If the Company shall Company: (i1) pay pays a dividend on its outstanding shares of Common Stock in shares of Common Stock or make a distribution of shares of Common Stock on its outstanding shares of Common Stock, (ii) make makes a distribution on its outstanding shares of Common Class B Preferred Stock in shares of its capital stock other than Common Class B Preferred Stock, ; (iii2) subdivide subdivides or reclassifies its outstanding shares of Common Class B Preferred Stock into a greater number of shares of Common Stock, shares; (iv3) combine combines or reclassifies its outstanding shares of Common Class B Preferred Stock into a smaller number of shares of Common Stock, or shares; or (v4) issue, issues by reclassification of its Class B Preferred Stock any shares of Common Stock, its capital stock (other securities than reclassification arising solely as a result of a change in the par value or no par value of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”Class B Preferred Stock), ; then the number of Warrant Shares purchasable upon exercise of each Warrant Number and the Exercise Price in effect immediately prior to the Adjustment Event such action shall be proportionately adjusted so that the Holder holder of each any Warrant thereafter exercised shall be entitled to receive the aggregate number and kind and number of Warrant Shares or other securities of the Company which such Holder would have owned or have been entitled to receive upon the happening of the Adjustment Event had such Warrant been exercised in full immediately prior to the happening of such Adjustment Event or any record date with respect to such Adjustment Event. If a Holder is entitled to receive shares of two or more classes of capital stock of the Company pursuant which it would have received immediately following such action if such Warrant had been exercised immediately prior to such action for the foregoing sentence upon exercise of Warrants, the allocation of the adjusted Exercise Price between same aggregate consideration that such classes of capital stock shall be determined reasonably and in good faith by the Board of Directors of the Companyholder would have paid if such Warrant had been exercised immediately prior to such action. After such allocation, the exercise privilege and the Exercise Price with respect to each class of capital stock shall thereafter be subject to The adjustment on terms substantially identical to those applicable to Common Stock in this Section 8. An adjustment made pursuant to this Section 8.1(a) shall become effective immediately after the record date for such Adjustment Event or, if none, in the case of a dividend or distribution and immediately after the effective date in the case of such Adjustment Eventa subdivision, combination or reclassification. Such adjustment shall be made successively whenever an Adjustment Event occursany event listed above shall occur. The Company shall not issue shares of Class B Preferred Stock as a dividend or distribution on any class of capital stock other than Class B Preferred Stock unless the Warrant Holders also receive such dividend or distribution on a ratable basis or the appropriate adjustment to the Warrant Number and Exercise Price is made under this Section 9.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b)paragraphs (e) and (g) below, in case the Company shall (i) pay a dividend on its outstanding shares of Common Stock in shares of Common Stock or make a distribution of shares of Common Stock on its outstanding shares of Common Stock, (ii) make a distribution on its outstanding shares of Common Stock in shares of its capital stock other than Common Stock, (iii) subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iv) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (v) issue, by reclassification of its shares of Common Stock, other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”), then the number of Warrant Shares purchasable upon exercise of each Warrant immediately prior to the Adjustment Event thereto shall be adjusted so that the Holder of each Warrant shall be entitled to receive the kind and number of Warrant Shares or other securities of the Company which such Holder would have owned or have been entitled to receive upon the happening of any of the Adjustment Event events described above had such Warrant been exercised in full immediately prior to the happening of such Adjustment Event event or any record date with respect to such Adjustment Eventthereto. If a Holder is entitled to receive shares of two or more classes of capital stock of the Company pursuant to the foregoing sentence upon exercise of Warrants, the allocation of the adjusted Exercise Price between such classes of capital stock shall be determined reasonably and in good faith by the Board of Directors of the Company. After such allocation, the exercise privilege and the Exercise Price with respect to each class of capital stock shall thereafter be subject to adjustment on terms substantially identical to those applicable to Common Stock in this Section 89. An adjustment made pursuant to this Section 8.1(aparagraph (a) shall become effective immediately after the record date for such Adjustment Event event or, if none, immediately after the effective date of such Adjustment Eventevent. Such adjustment shall be made successively whenever such an Adjustment Event event occurs.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b), in case (A) If the Company shall (i) pay shall, at any time and from time to time while any shares of the Series A Preferred Stock are outstanding, issue a dividend on its outstanding shares of Common Stock in shares of Common Stock or make a distribution on its Common Stock payable in shares of its Common Stock to all or substantially all holders of its Common Stock, then the Conversion Price at the opening of business on the Ex-Dividend Date for such dividend or distribution will be adjusted by multiplying such Conversion Price by a fraction: (1) the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on its outstanding shares the Business Day immediately preceding such Ex-Dividend Date; and (2) the denominator of Common Stock, (ii) make a distribution on its outstanding which shall be the sum of the number of shares of Common Stock in outstanding at the close of business on the Business Day immediately preceding the Ex-Dividend Date for such dividend or distribution, plus the total number of shares of its capital stock Common Stock constituting such dividend or other than Common Stockdistribution. If any dividend or distribution of the type described in this SECTION 5(f)(i) is declared but not so paid or made, the Conversion Price shall again be adjusted to the Conversion Price which would then be in effect if such dividend or distribution had not been declared. Except as set forth in the preceding sentence, in no event shall the Conversion Price be increased pursuant to this SECTION 5(f)(i). (iiiB) If the Company shall, at any time or from time to time while any of the Series A Preferred Stock are outstanding, subdivide or reclassify its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iv) then the Conversion Price in effect at the opening of business on the day upon which such subdivision becomes effective shall be proportionately decreased, and conversely, if the Company shall, at any time or from time to time while any of the Series A Preferred Stock are outstanding, combine or reclassify its outstanding shares of Common Stock into a smaller number of shares of Common Stock, then the Conversion Price in effect at the opening of business on the day upon which such combination or (v) issuereclassification becomes effective shall be proportionately increased. In each such case, the Conversion Price shall be adjusted by reclassification multiplying such Conversion Price by a fraction, the numerator of its which shall be the number of shares of Common Stock, other securities Stock outstanding immediately prior to such subdivision or combination and the denominator of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”), then shall be the number of Warrant Shares purchasable upon exercise shares of each Warrant Common Stock outstanding immediately prior to the Adjustment Event shall be adjusted so that the Holder of each Warrant shall be entitled to receive the kind and number of Warrant Shares or other securities of the Company which such Holder would have owned or have been entitled to receive upon the happening of the Adjustment Event had such Warrant been exercised in full immediately prior to the happening of such Adjustment Event or any record date with respect after giving effect to such Adjustment Eventsubdivision, combination or reclassification. If a Holder is entitled to receive shares of two Such increase or more classes of capital stock of reduction, as the Company pursuant to the foregoing sentence upon exercise of Warrantscase may be, the allocation of the adjusted Exercise Price between such classes of capital stock shall be determined reasonably and in good faith by the Board of Directors of the Company. After such allocation, the exercise privilege and the Exercise Price with respect to each class of capital stock shall thereafter be subject to adjustment on terms substantially identical to those applicable to Common Stock in this Section 8. An adjustment made pursuant to this Section 8.1(a) shall become effective immediately after the record date for opening of business on the day upon which such Adjustment Event orsubdivision, if none, immediately after the effective date of such Adjustment Event. Such adjustment shall be made successively whenever an Adjustment Event occurscombination or reclassification becomes effective.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b), in case the Company shall (i) pay If, after the date hereof, Parent: (A) pays a dividend or makes a distribution on its outstanding shares of Common Stock in shares of any of its Common Stock or make a distribution of shares of Common Stock on Warrants, rights or options exercisable for its outstanding shares of Common Stock, other than a dividend or distribution of the type described in Section 9.6(i); (iiB) make pays a dividend or makes a distribution on its outstanding shares of Common Stock in shares of any of its capital stock Capital Stock, other than Common StockStock or rights, warrants or options exercisable for its Common Stock and other than a dividend or distribution of the type of described in Section 9.6(i); or (iiiC) subdivide subdivides any of its outstanding shares of Common Stock into a greater number of shares shares; or (D) combines any of Common Stock, (iv) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or shares; or (vE) issue, issues by reclassification of any of its Common Stock any shares of Common any of its Capital Stock, other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”), ; then the number of Warrant Shares purchasable upon exercise of each Warrant Conversion Price in effect immediately prior to the Adjustment Event such action shall be adjusted so that the Holder of each Warrant shall be entitled to Note thereafter exercised may receive the kind and number of Warrant Shares or other securities shares of the Company Capital Stock of Parent which such Holder would have owned immediately following such action if such Holder had converted such Note (and any Conversion Preferred Stock issuable upon such conversion, if applicable) immediately prior to such action or have been entitled to receive upon the happening of the Adjustment Event had such Warrant been exercised in full immediately prior to the happening of such Adjustment Event or any record date with respect to such Adjustment Eventapplicable thereto, if any (regardless of whether the Notes or Preferred Stock are then convertible). (ii) The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. If such dividend or distribution is not so paid or made or such subdivision, combination or reclassification is not effected, the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if such record date or effective date had not been so fixed. (iii) If after an adjustment a Holder is entitled to upon conversion of a Note may receive shares of two or more classes of capital stock Capital Stock of the Company pursuant to the foregoing sentence upon exercise of WarrantsParent, the allocation of the adjusted Exercise Conversion Price between such classes of capital stock shall be determined reasonably and in good faith by the Board of Directors of the Company. After such allocation, the exercise privilege and the Exercise Price with respect to each class of capital stock shall thereafter be subject to adjustment upon the occurrence of an action taken with respect to any such class of Capital Stock as is contemplated by this Section 9.6(a) with respect to the Common Stock, on terms substantially identical comparable to those applicable to Common Stock in this Section 8. An adjustment made pursuant to this Section 8.1(a) shall become effective immediately after the record date for such Adjustment Event or, if none, immediately after the effective date of such Adjustment Event. Such adjustment shall be made successively whenever an Adjustment Event occurs9.6.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b), in case the Company shall If QES: (i) pay pays a dividend or makes a distribution on its outstanding shares of Common Stock in shares of its Common Stock Stock; (ii) subdivides or make a distribution of reclassifies its outstanding units or shares of Common Stock on into a greater number of units or shares; (iii) combines or reclassifies its outstanding units or shares of Common Stock, Stock into a smaller number of units or shares; (iiiv) make makes a distribution on its outstanding shares of Common Stock in shares of its capital stock other than Common Stock, (iii) subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iv) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or ; or (v) issue, issues by reclassification of its Common Stock any shares of its capital stock (other than reclassifications arising solely as a result of a change in the par value or no par value of the Common Stock, other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”), ; then the number of Warrant Shares purchasable upon exercise of each Warrant Number in effect immediately prior to the Adjustment Event such action shall be proportionately adjusted so that the Holder of each any Warrant shall be entitled to thereafter exercised may receive the aggregate number and kind and number of Warrant Shares or other securities of the Company which such Holder would have owned or have been entitled to receive upon the happening of the Adjustment Event had such Warrant been exercised in full immediately prior to the happening of such Adjustment Event or any record date with respect to such Adjustment Event. If a Holder is entitled to receive shares of two or more classes of capital stock of the Company pursuant QES that it would have owned immediately following such action if such Warrant had been exercised immediately prior to the foregoing sentence upon exercise of Warrants, the allocation of the adjusted Exercise Price between such classes of capital stock shall be determined reasonably and in good faith by the Board of Directors of the Companyaction. After such allocation, the exercise privilege and the Exercise Price with respect to each class of capital stock shall thereafter be subject to The adjustment on terms substantially identical to those applicable to Common Stock in this Section 8. An adjustment made pursuant to this Section 8.1(a) shall become effective immediately after the record date for such Adjustment Event or, if none, in the case of a dividend or distribution and immediately after the effective date in the case of such Adjustment Eventa subdivision, combination or reclassification. Such adjustment shall be made successively whenever any event listed above shall occur. If the occurrence of any event listed above results in an Adjustment Event occursadjustment under subsection (b) or (c) of this Section 10, no further adjustment shall be made under this subsection (a). QES shall not issue units or shares of Common Stock as a dividend or distribution on any class of capital stock other than Common Stock, unless the Holders also receive such dividend or distribution on a ratable basis or the appropriate adjustment to the Warrant Number is made under this Section 10.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b)If, in case after the Company shall date hereof, the Company: (i) pay pays a dividend on its outstanding shares of Common Stock in shares of Common Stock or make a distribution of shares of Common Stock on its outstanding shares of Common Stock, (ii) make makes a distribution on its outstanding shares of Common Stock in shares of its capital stock other than Common Stock, ; (iiiii) subdivide subdivides its outstanding shares of Common Stock into a greater number of shares of Common Stock, shares; (iviii) combine combines its outstanding shares of Common Stock into a smaller number of shares; (iv) pays a dividend or makes a distribution on its Common Stock in shares of its Capital Stock (as defined below) (other than Common StockStock or rights, warrants, or options for its Common Stock to the extent such issuance or distribution is covered by Section 5.03); or (v) issue, issues by reclassification of its Common Stock any shares of its Capital Stock (other than rights, warrants or options for its Common Stock, other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”), ; then the number of Warrant Shares purchasable upon exercise of each Warrant Exercise Rate in effect immediately prior to the Adjustment Event such action shall be adjusted so that the Holder holder of each a Warrant shall be entitled to thereafter exercised may receive the kind and number of Warrant Shares or other securities shares of Capital Stock of the Company which such Holder holder would have owned immediately following such action if such holder had exercised the Warrant immediately prior to such action or have been entitled to receive upon the happening of the Adjustment Event had such Warrant been exercised in full immediately prior to the happening record date applicable thereto, if any (regardless of whether the Warrants are then exercisable and without giving effect to the Cashless Exercise option). The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. In the event that such dividend or distribution is not so paid or made or such subdivision, combination or reclassification is not effected, the Exercise Rate shall again be adjusted to be the Exercise Rate which would then be in effect if such record date or effective date had not been so fixed. If after an adjustment a holder of a Warrant upon exercise of such Adjustment Event or any record date with respect to such Adjustment Event. If a Holder is entitled to Warrant may receive shares of two or more classes of capital stock of the Company pursuant to the foregoing sentence upon exercise of Warrants, the allocation of the adjusted Exercise Price between such classes of capital stock shall be determined reasonably and in good faith by the Board of Directors Capital Stock of the Company. After such allocation, the exercise privilege and the Exercise Price with respect to each class of capital stock Rate shall thereafter be subject to adjustment upon the occurrence of an action taken with respect to any such class of Capital Stock as is contemplated by this Article V with respect to the Common Stock, on terms substantially identical comparable to those applicable to Common Stock in this Section 8. An adjustment made pursuant to this Section 8.1(a) shall become effective immediately after the record date for such Adjustment Event or, if none, immediately after the effective date of such Adjustment Event. Such adjustment shall be made successively whenever an Adjustment Event occurs.Article V.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b), in case If the Company shall Company: (i1) pay pays a dividend on its outstanding shares of Common Stock in shares of Common Stock or make a distribution of shares of Common Stock on its outstanding shares of Common Stock, (ii) make makes a distribution on its outstanding shares of Common Class B Preferred Stock in shares of its capital stock other than Common Class B Preferred Stock, ; (iii2) subdivide subdivides or reclassifies its outstanding shares of Common Class B Preferred Stock into a greater number of shares of Common Stock, shares; (iv3) combine combines or reclassifies its outstanding shares of Common Class B Preferred Stock into a smaller number of shares of Common Stock, or shares; or (v4) issue, issues by reclassification of its Class B Preferred Stock any shares of Common Stock, its capital stock (other securities than reclassification arising solely as a result of a change in the par value or no par value of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”Class B Preferred Stock), ; then the number of Warrant Shares purchasable upon exercise of each Warrant Number and the Exercise Price in effect immediately prior to the Adjustment Event such action shall be proportionately adjusted so that the Holder holder of each any Warrant thereafter exercised shall be entitled to receive the aggregate number and kind and number of Warrant Shares or other securities of the Company which such Holder would have owned or have been entitled to receive upon the happening of the Adjustment Event had such Warrant been exercised in full immediately prior to the happening of such Adjustment Event or any record date with respect to such Adjustment Event. If a Holder is entitled to receive shares of two or more classes of capital stock of the Company pursuant which it would have received immediately following such action if such Warrant had been exercised immediately prior to such action for the foregoing sentence upon exercise of Warrants, the allocation of the adjusted Exercise Price between same aggregate consideration that such classes of capital stock shall be determined reasonably and in good faith by the Board of Directors of the Companyholder would have paid if such Warrant had been exercised immediately prior to such action. After such allocation, the exercise privilege and the Exercise Price with respect to each class of capital stock shall thereafter be subject to The adjustment on terms substantially identical to those applicable to Common Stock in this Section 8. An adjustment made pursuant to this Section 8.1(a) shall share become effective immediately after the record date for such Adjustment Event or, if none, in the case of a dividend or distribution and immediately after the effective date in the case of such Adjustment Event. a subdivision, combination or reclassification Such adjustment shall be made successively whenever an Adjustment Event occursany event listed above shall occur. The Company shall not issue shares of Class B Preferred Stock as a dividend or distribution on any class of capital stock other than Class B Preferred Stock unless the Warrant Holders also receive such dividend or distribution on a ratable basis or the appropriate adjustment to the Warrant Number and Exercise Price is made under this Section 9.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b), in case (a) If the Company shall Borrower: (i) pay pays a dividend or makes a distribution on its Common Stock in shares of its Common Stock; (ii) subdivides its outstanding shares of Common Stock in shares into a greater number of Common Stock or make a distribution of shares of Common Stock on shares; (iii) combines its outstanding shares of Common Stock, Stock into a smaller number of shares; (iiiv) make makes a distribution on its outstanding shares of Common Stock in shares of its capital stock other than Common Stock, (iii) subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iv) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or ; or (v) issue, issues by reclassification of its Common Stock any shares of Common Stock, other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”), its capital stock; then the number of Warrant Shares purchasable upon exercise of each Warrant Exercise Price in effect immediately prior to the Adjustment Event such action shall be proportionately adjusted so that the Holder holder of each any Warrant shall be entitled to thereafter exercised may receive for such Exercise Price the aggregate number and kind and number of Warrant Shares or other securities shares of capital stock of the Company Borrower which such Holder he would have owned or have been entitled to receive upon the happening of the Adjustment Event had immediately following such action if such Warrant had been exercised in full immediately prior to such action. (b) The adjustment shall become effective immediately after the happening of such Adjustment Event or any record date with respect to such Adjustment Event. If in the case of a Holder is entitled to dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. (c) If, after an adjustment, a holder of a Warrant may receive shares of two or more classes of capital stock of the Company pursuant to Borrower upon the foregoing sentence upon exercise of Warrantssuch Warrant, then the Borrower shall determine the allocation of the adjusted Exercise Price between such the classes of capital stock shall be determined reasonably and in good faith by the Board of Directors of the Companystock. After such allocation, the exercise privilege and the Exercise Price with respect to of each class of capital stock shall thereafter be subject to adjustment on terms substantially identical comparable to those applicable to Common Stock in this Section 8. An adjustment made pursuant to this Section 8.1(aArticle VI. (d) shall become effective immediately after the record date for such Adjustment Event or, if none, immediately after the effective date of such Adjustment Event. Such adjustment shall be made successively whenever an Adjustment Event occursany event listed above shall occur.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b)paragraphs (f) and (h) below, in case the Company shall (i) pay a dividend on dividendon its outstanding shares of Common Stock in shares of Common Stock or make ormake a distribution of shares of Common Stock on its outstanding shares of Common Stock, (ii) make a distribution on its outstanding shares of Common Stock in shares of its capital stock other than Common Stock, (iii) subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iv) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (v) issue, by reclassification of its shares of Common Stock, other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”), then the number of Warrant Shares purchasable upon exercise of each Warrant immediately prior to the Adjustment Event thereto shall be adjusted so that the Holder of each Warrant shall be entitled to receive upon the exercise of the Warrant the kind and number of Warrant Shares or other securities of the Company which such Holder would have owned or have been entitled to receive upon the happening of any of the Adjustment Event events described above had such Warrant been exercised in full immediately prior to the happening of such Adjustment Event event or any record date with respect to such Adjustment Eventthereto. If a Holder is entitled to receive shares of two or more classes of capital stock of the Company pursuant to the foregoing sentence upon exercise of Warrants, the allocation of the adjusted Exercise Price between such classes of capital stock shall be determined reasonably and in good faith by the Board of Directors of the Company. After such allocation, the exercise privilege and the Exercise Price with respect to each class of capital stock shall thereafter be subject to adjustment on terms substantially identical to those applicable to Common Stock in this Section 89. An adjustment made pursuant to this Section 8.1(aparagraph (a) shall become effective immediately after the record date for such Adjustment Event event or, if none, immediately after the effective date of such Adjustment Eventevent. Such adjustment shall be made successively whenever such an Adjustment Event event occurs.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b), in case If the Company shall (i) pay pays a dividend -------------------------------------- or makes a distribution on its Common Stock in shares of its Common Stock, (ii) subdivides its outstanding shares of Common Stock in shares into a greater number of Common Stock or make a distribution of shares of Common Stock on shares, (iii) combines its outstanding shares of Common StockStock into a smaller number of shares, (iiiv) make makes a distribution on its outstanding shares of Common Stock in shares of its capital stock other than Common Stock, (iii) subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iv) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (v) issue, issues by reclassification of its Common Stock any shares of Common Stock, other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”), its capital stock; then the number of Warrant Shares purchasable upon exercise of each Warrant immediately prior to the Adjustment Event Exercise Price shall be proportionately adjusted so that the Holder holder of each any Warrant shall be entitled to thereafter exercised may receive the aggregate number and kind and number of Warrant Shares or other securities shares of capital stock of the Company which such Holder he would have owned or have been entitled to receive upon the happening of the Adjustment Event had immediately following such action if such Warrant had been exercised in full immediately prior to such action. The adjustment shall become effective immediately after the happening of such Adjustment Event or any record date with respect to such Adjustment Eventin the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. If If, after an adjustment, a Holder is entitled to holder of a Warrant upon exercise thereof may receive shares of two or more classes or series of capital stock of the Company, the Company pursuant to the foregoing sentence upon exercise of Warrants, shall determine the allocation of the adjusted Exercise Price between such the classes or series of capital stock shall be determined reasonably and in good faith by the Board of Directors of the Companystock. After such allocation, the exercise privilege and the Exercise Price with respect to of each class or series of capital stock shall thereafter be subject to adjustment on terms substantially identical comparable to those applicable to Common Stock in this Section 8. An adjustment made pursuant to this Section 8.1(a) shall become effective immediately after the record date for such Adjustment Event or, if none, immediately after the effective date of such Adjustment Event13. Such adjustment shall be made successively whenever an Adjustment Event occursany event listed above shall occur. Upon calculation of the adjusted Exercise Price, each Warrant outstanding prior to the making of the adjustment in the Exercise Price shall thereafter evidence the right to receive upon payment of the adjusted Exercise Price that number of shares of Common Stock (calculated to the nearest hundredth) as calculated pursuant to subsection (r) of this Section 13.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b), in case If the Company shall (i) pay a dividend on its outstanding shares of Common Stock in shares of Common Stock or make a distribution to all holders of shares of its outstanding Common Stock on its outstanding in shares of Common Stock, (ii) make a distribution on its outstanding shares of Common Stock in shares of its capital stock other than Common Stock, (iii) subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iviii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, (iv) make a distribution on its Common Stock in shares of its capital stock other than Common Stock, or (v) issue, issue by reclassification of its shares of Common Stock, Stock other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”corporation), then the number of Warrant Shares purchasable upon exercise of each Warrant Exercise Rate in effect immediately prior to the Adjustment Event thereto shall be adjusted so that the Holder holder of each Warrant upon exercise thereof shall be entitled to receive the kind and aggregate number of Warrant Shares or other securities of the Company which such Holder that it would have owned or have been entitled to receive upon after the happening of any of the Adjustment Event events described above, had such Warrant been exercised in full immediately prior to the happening of such Adjustment Event event or any record date with respect to such Adjustment Eventthereto. The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. If after an adjustment a Holder is entitled to holder of a Warrant upon exercise of it may receive shares of two or more classes of capital stock of the Company, the Company pursuant to the foregoing sentence upon exercise of Warrants, shall determine the allocation of the adjusted Exercise Price Rate between such the classes of capital stock shall be determined reasonably and in good faith by the Board of Directors of the Companystock. After such allocation, the exercise privilege and the Exercise Price with respect to Rate of each class of capital stock shall thereafter be subject to adjustment on terms substantially identical comparable to those applicable to Common Stock in this Section 8. An adjustment made pursuant to this Section 8.1(a) shall become effective immediately after the record date for such Adjustment Event or, if none, immediately after the effective date of such Adjustment EventSection. Such adjustment shall be made successively whenever an Adjustment Event occursany event listed above shall occur.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b)If, in case after the Company shall date hereof, the Company: (i) pay pays a dividend on its outstanding shares of Common Stock in shares of Common Stock or make a distribution of shares of Common Stock on its outstanding shares of Common Stock, (ii) make makes a distribution on its outstanding shares of Common Stock in shares of its capital stock other than Common Stock, ; (iiiii) subdivide subdivides its outstanding shares of Common Stock into a greater number of shares of Common Stock, shares; (iviii) combine combines its outstanding shares of Common Stock into a smaller number of shares; (iv) pays a dividend or makes a distribution on its Common Stock in shares of its Capital Stock (other than Common StockStock or rights, warrants, or options for its Common Stock to the extent such issuance or distribution is covered by Section 5.3); or (v) issue, issues by reclassification of its Common Stock any shares of its Capital Stock (other than rights, warrants or options for its Common Stock, other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”), ; then the number of Warrant Shares purchasable upon exercise of each Warrant Exercise Rate in effect immediately prior to the Adjustment Event such action shall be adjusted so that the Holder holder of each a Warrant shall be entitled to thereafter exercised may receive the kind and number of Warrant Shares or other securities shares of Capital Stock of the Company which such Holder holder would have owned immediately following such action if such holder had exercised the Warrant immediately prior to such action or have been entitled to receive upon the happening of the Adjustment Event had such Warrant been exercised in full immediately prior to the happening record date applicable thereto, if any (regardless of whether the Warrants are then exercisable and without giving effect to the Cashless Exercise option). The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. In the event that such dividend or distribution is not so paid or made or such subdivision, combination or reclassification is not effected, the Exercise Rate shall again be adjusted to be the Exercise Rate which would then be in effect if such record date or effective date had not been so fixed. Any adjustment made pursuant to this subsection (a) shall become effective immediately after the effective date of such Adjustment Event or any event retroactive to the record date with respect to date, if any, for such Adjustment Eventevent. If after an adjustment a Holder is entitled to holder of a Warrant upon exercise of such Warrant may receive shares of two or more classes of capital stock of the Company pursuant to the foregoing sentence upon exercise of Warrants, the allocation of the adjusted Exercise Price between such classes of capital stock shall be determined reasonably and in good faith by the Board of Directors Capital Stock of the Company. After such allocation, the exercise privilege and the Exercise Price with respect to each class of capital stock Rate shall thereafter be subject to adjustment upon the occurrence of an action taken with respect to any such class of Capital Stock as is contemplated by this Article V with respect to the Common Stock, on terms substantially identical comparable to those applicable to Common Stock in this Section 8. An adjustment made pursuant to this Section 8.1(a) shall become effective immediately after the record date for such Adjustment Event or, if none, immediately after the effective date of such Adjustment Event. Such adjustment shall be made successively whenever an Adjustment Event occurs.Article V.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b), in case the Company shall (i) pay If, after the date hereof, Parent (A) pays a dividend or makes a distribution on any of its outstanding shares of Common Stock in shares of any of its Common Stock or make a distribution of shares of Common Stock on Warrants, rights or options exercisable for its outstanding shares of Common Stock, other than a dividend or distribution of the type described in Section 5(h); (iiB) make pays a dividend or makes a distribution on any of its outstanding shares of Common Stock in shares of any of its capital stock Capital Stock, other than Common StockStock or rights, warrants or options exercisable for its Common Stock and other than a dividend or distribution of the type of described in Section 5(h); or (iiiC) subdivide subdivides any of its outstanding shares of Common Stock into a greater number of shares shares; or (D) combines any of Common Stock, (iv) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or shares; or (vE) issue, issues by reclassification of any of its Common Stock any shares of Common any of its Capital Stock, other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”), ; then the number of Warrant Shares purchasable upon exercise of each Warrant Price in effect immediately prior to the Adjustment Event such action shall be adjusted so that the Warrant Holder of each Warrant shall be entitled to may receive the kind and number of Warrant Shares or other securities shares of the Company Capital Stock of Parent which such Warrant Holder would have owned or have been entitled to receive upon the happening of the Adjustment Event had immediately following such action if such Warrant been Holder had exercised in full this Warrant immediately prior to such action or immediately prior to the happening of such Adjustment Event or any record date with respect to such Adjustment Eventapplicable thereto, if any. (ii) The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. If such dividend or distribution is not so paid or made or such subdivision, combination or reclassification is not effected, the Warrant Price shall again be adjusted to be the Warrant Price which would then be in effect if such record date or effective date had not been so fixed. (iii) If, after an adjustment, a Holder is entitled to Warrant Holder, upon exercise of this Warrant may receive shares of two or more classes of capital stock Capital Stock of the Company pursuant to the foregoing sentence upon exercise of WarrantsParent, the allocation of the adjusted Exercise Warrant Price between such classes of capital stock shall be determined reasonably and in good faith by the Board of Directors of the Company. After such allocation, the exercise privilege and the Exercise Price with respect to each class of capital stock shall thereafter be subject to adjustment upon the occurrence of an action taken with respect to any such class of Capital Stock as is contemplated by this Section 5(a) with respect to the Common Stock, on terms substantially identical comparable to those applicable to the Common Stock in this Section 8. An adjustment made pursuant to this Section 8.1(a) shall become effective immediately after the record date for such Adjustment Event or, if none, immediately after the effective date of such Adjustment Event. Such adjustment shall be made successively whenever an Adjustment Event occurs5.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b), in case If the Company shall Company: (i1) pay pays a dividend or makes a distribution on its outstanding shares of Common Stock in shares of Common Stock capital stock; (2) forward splits or make a distribution of shares of Common Stock on subdivides its outstanding shares of Common Stock, (ii) make a distribution on its outstanding shares of Common Stock in shares of its capital stock other than Common Stock, (iii) subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, Shares; or (iv3) combine reverse splits or combines its outstanding shares of Common Stock into a smaller number of shares Shares; then, and in each such case (1) through (3), the number of Common Stock, or (v) issue, by reclassification Shares of its shares of Common Stock, other securities issuable upon the valid exercise of the Company Warrant (including the “Number Issuable”) in effect immediately prior to such event shall be adjusted (and any such reclassification in connection with a consolidation or merger in which other appropriate actions shall be taken by the Company is Company) so that the surviving entity) (eachHolder of this Warrant, an “Adjustment Event”)to the extent not previously exercised, then thereafter shall be entitled to receive upon exercise of this Warrant the number of Warrant Shares purchasable upon exercise of each Warrant immediately prior to the Adjustment Event shall be adjusted so that the Holder of each Warrant shall be entitled to receive the kind and number of Warrant Shares or other securities of the Company which such Holder would have owned or have had been entitled to receive upon the happening or by reason of any of the Adjustment Event events described above, had such this Warrant been exercised in full immediately prior to the happening of such Adjustment Event event. An adjustment made pursuant to this Section 6(a) shall become effective retroactively (x) in the case of any such dividend or any distribution, to a date immediately following the close of business on the record date with respect to such Adjustment Event. If a Holder is for the determination of holders of shares of Common Stock entitled to receive such dividend or distribution, or (y) in the case of any such split, subdivision, combination or reclassification, to the close of business on the date upon which such corporate action becomes effective. If, after an adjustment, the Holder of the Warrant upon exercise of it may receive shares of two or more classes of capital stock of the Company pursuant to Company, the foregoing sentence upon exercise of Warrants, Board shall determine in good faith the allocation of the adjusted Exercise Price Number Issuable between such the classes of capital stock shall be determined reasonably and in good faith by the Board of Directors of the Companystock. After such allocation, the exercise privilege and the Exercise Price with respect to Number Issuable of each class of capital stock shall thereafter be subject to adjustment on terms substantially identical comparable to those applicable to Common Stock the Warrant Shares in this Section 8. An adjustment made pursuant to this Section 8.1(a) shall become effective immediately after the record date for such Adjustment Event or, if none, immediately after the effective date of such Adjustment EventSection. Such adjustment shall be made successively whenever an Adjustment Event occursany event listed above shall occur.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b)If, in case after the Company shall date hereof, the -------------------------------------- Company: (i) pay pays a dividend on its outstanding shares of Common Stock in shares of Common Stock or make a distribution of shares of Common Stock on its outstanding shares of Common Stock, (ii) make makes a distribution on its outstanding shares of Common Stock in shares of its capital stock other than Common Stock, ; (iiiii) subdivide subdivides its outstanding shares of Common Stock into a greater number of shares of Common Stock, shares; (iviii) combine combines its outstanding shares of Common Stock into a smaller number of shares; (iv) pays a dividend or makes a distribution on its Common Stock in shares of its Capital Stock (as defined below) (other than Common StockStock or rights, warrants, or options for its Common Stock to the extent such issuance or distribution is covered by Section 5.03); or (v) issue, issues by reclassification of its Common Stock any shares of its Capital Stock (other than rights, warrants or options for its Common Stock, other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”), ; then the number of Warrant Shares purchasable upon exercise of each Warrant Exercise Rate in effect immediately prior to the Adjustment Event such action shall be adjusted so that the Holder holder of each a Warrant shall be entitled to thereafter exercised may receive the kind and number of Warrant Shares or other securities shares of Capital Stock of the Company which such Holder holder would have owned immediately following such action if such holder had exercised the Warrant immediately prior to such action or have been entitled to receive upon the happening of the Adjustment Event had such Warrant been exercised in full immediately prior to the happening record date applicable thereto, if any. The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. In the event that such dividend or distribution is not so paid or made or such subdivision, combination or reclassification is not effected, the Exercise Rate shall again be adjusted to be the Exercise Rate which would then be in effect if such record date or effective date had not been so fixed. If after an adjustment a holder of a Warrant upon exercise of such Adjustment Event or any record date with respect to such Adjustment Event. If a Holder is entitled to Warrant may receive shares of two or more classes of capital stock of the Company pursuant to the foregoing sentence upon exercise of Warrants, the allocation of the adjusted Exercise Price between such classes of capital stock shall be determined reasonably and in good faith by the Board of Directors Capital Stock of the Company. After such allocation, the exercise privilege and the Exercise Price with respect to each class of capital stock Rate shall thereafter be subject to adjustment upon the occurrence of an action taken with respect to any such class of Capital Stock as is contemplated by this Article V with respect to the Common Stock, on terms substantially identical comparable to those applicable to Common Stock in this Section 8. An adjustment made pursuant to this Section 8.1(a) shall become effective immediately after the record date for such Adjustment Event or, if none, immediately after the effective date of such Adjustment Event. Such adjustment shall be made successively whenever an Adjustment Event occurs.Article V.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b), in case If the Company shall Company: (i1) pay pays a dividend on or makes a distribution of its outstanding shares of Common Stock in shares of its Common Stock or make other capital stock of the Company other than a distribution of shares of Common Stock on related to; (2) subdivides, combines or reclassifies its outstanding shares of Common Stock, ; and (ii3) make makes a distribution on to all holders of its outstanding shares of Common Stock in shares of its capital stock other than Common Stockrights, (iii) subdivide its outstanding shares of warrants or options to purchase Common Stock into a greater number of shares of Common Stock, (iv) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (v) issue, by reclassification of its shares of Common Stock, other securities of the Company at a price per share less than the Current Market Value (including any such reclassification as defined in connection with a consolidation or merger in which Section 12(e)) at the Company is the surviving entity) Time of Determination (each, an “Adjustment Event”as defined below), ; then the number of Warrant Shares purchasable upon exercise of each Warrant Exercise Rate in effect immediately prior to the Adjustment Event such action shall be proportionately adjusted so that the Holder of each any Warrant shall be entitled to thereafter exercised may receive the aggregate number and kind and number of Warrant Shares or other securities shares of capital stock of the Company which such Holder he would have owned or have been entitled to receive upon the happening of the Adjustment Event had immediately following such action if such Warrant had been exercised in full immediately prior to such action; provided, however, that notwithstanding the happening foregoing, upon the occurrence of an event described in any of paragraphs (1) and (3) above, which otherwise would have given rise to an adjustment, no adjustment shall be made if the Company includes the Holders of Warrants in such Adjustment Event or any distribution pro rata to the number of shares of Common Stock issued and outstanding (after giving effect to the Warrant Shares as if they were issued and outstanding). The adjustment shall become effective immediately after the record date with respect to such Adjustment Eventin the case of a dividend or distribution (the "Time of Determination") and immediately after the effective date in the case of a subdivision, combination or reclassification. If after an adjustment a Holder is entitled to of a Warrant upon exercise of it may receive shares of two or more classes of capital stock of the Company, the Board of Directors of the Company pursuant to the foregoing sentence upon exercise of Warrants, shall determine the allocation of the adjusted Exercise Price between such the classes of capital stock shall be determined reasonably and in good faith by the Board of Directors of the Companystock. After such allocation, the exercise privilege and the Exercise Price with respect to of each class of capital stock shall thereafter be subject to adjustment on terms substantially identical comparable to those applicable to Common Stock in this Section 8. An adjustment made pursuant to this Section 8.1(a) shall become effective immediately after the record date for such Adjustment Event or, if none, immediately after the effective date of such Adjustment EventSection. Such adjustment shall be made successively whenever an Adjustment Event occursany event listed above shall occur.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b), in case If the Company shall (i) pay pays a dividend or makes a distribution on its outstanding shares of Common Stock payable in shares of Common Stock or make a distribution of shares of Common Stock on its outstanding shares of Common Stock, (ii) make a distribution on its outstanding shares of Common Stock in shares of its capital stock other than Common Stock, (iii) subdivide subdivides its outstanding shares of Common Stock into a greater number of shares of Common Stockshares, (iviii) combine combines its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (viv) issue, issues by reclassification of its Common Stock any shares of Common Stock, other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”)its capital stock, then the number of Warrant Shares purchasable upon exercise of each Warrant immediately prior to the Adjustment Event Exercise Price shall be proportionately adjusted so that that, after giving effect to Section 8.5, the Holder of each any Warrant shall be entitled to exercised after such action may receive the aggregate number and kind and number of Warrant Shares or other securities shares of capital stock of the Company which such Holder would have owned or have been entitled to receive upon immediately following such action assuming the happening exercise of the Adjustment Event had such Warrant been exercised in full immediately prior to such action, or, if applicable, the happening of such Adjustment Event or any record date with respect for such action. The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. If, after an adjustment pursuant to such Adjustment Event. If clause (iv) above, a Holder is entitled to of a Warrant upon exercise of it may receive shares of two or more classes of capital stock of the Company, the Company pursuant to the foregoing sentence upon exercise of Warrantsshall determine, in good faith, the allocation of the adjusted Exercise Price between such the classes of capital stock shall be determined reasonably and in good faith by the Board of Directors of the Companystock. After such allocation, the exercise privilege and the Exercise Price with respect to of each class of capital stock shall thereafter after such action be subject to adjustment on terms substantially identical comparable to those applicable to Common Stock in this Section 8. An adjustment made pursuant to this Section 8.1(a) shall become effective immediately after the record date for such Adjustment Event or, if none, immediately after the effective date of such Adjustment Event. Such adjustment shall be made successively whenever any event listed above shall occur. In furtherance of the foregoing, the Company shall not, whether by merger, consolidation, amendment to its certificate of incorporation, operation of law or otherwise, effect any stock split, recapitalization or similar adjustment to any class of its Common Stock unless simultaneously in connection therewith it effects an Adjustment Event occursidentical stock split, recapitalization or similar adjustment to each other class of its Common Stock.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b), in case If the Company shall (i) pay shall, at any time and from time to time while any of the Notes are outstanding, issue a dividend on its outstanding shares of Common Stock in shares of Common Stock or make a distribution on its Common Stock payable in shares of its Common Stock to all holders of its Common Stock, then the Conversion Rate at the opening of business on the Ex-Dividend Date for such dividend or distribution will be adjusted by multiplying such Conversion Rate by a fraction: the numerator of which shall be the sum of the number of shares of Common Stock outstanding at the Close of Business on its outstanding shares the Business Day immediately preceding the Ex-Dividend Date for such dividend or distribution, plus the total number of Common Stock, (ii) make a distribution on its outstanding shares of Common Stock in constituting such dividend or other distribution; and the denominator of which shall be the number of shares of its capital stock other than Common StockStock outstanding at the close of business on the Business Day immediately preceding such Ex-Dividend Date. If any dividend or distribution of the type described in this Section 10.06(a) is declared but not so paid or made, (iii) the Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect if such dividend or distribution had not been declared. Except as set forth in the preceding sentence, in no event shall the Conversion Rate be decreased pursuant to this Section 10.06(a). If the Company shall, at any time or from time to time while any of the Notes are outstanding, subdivide or reclassify its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iv) then the Conversion Rate in effect at the opening of business on the day upon which such subdivision becomes effective shall be proportionately increased, and conversely, if the Company shall, at any time or from time to time while any of the Notes are outstanding, combine or reclassify its outstanding shares of Common Stock into a smaller number of shares of Common Stock, then the Conversion Rate in effect at the opening of business on the day upon which such combination or (v) issuereclassification becomes effective shall be proportionately decreased. In each such case, the Conversion Rate shall be adjusted by reclassification multiplying such Conversion Rate by a fraction, the numerator of its which shall be the number of shares of Common StockStock outstanding immediately after giving effect to such subdivision, other securities combination or reclassification and the denominator of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”), then shall be the number of Warrant Shares purchasable upon exercise shares of each Warrant Common Stock outstanding immediately prior to such subdivision or combination. Such increase or reduction, as the Adjustment Event shall be adjusted so that the Holder of each Warrant shall be entitled to receive the kind and number of Warrant Shares or other securities of the Company which such Holder would have owned or have been entitled to receive upon the happening of the Adjustment Event had such Warrant been exercised in full immediately prior to the happening of such Adjustment Event or any record date with respect to such Adjustment Event. If a Holder is entitled to receive shares of two or more classes of capital stock of the Company pursuant to the foregoing sentence upon exercise of Warrantscase may be, the allocation of the adjusted Exercise Price between such classes of capital stock shall be determined reasonably and in good faith by the Board of Directors of the Company. After such allocation, the exercise privilege and the Exercise Price with respect to each class of capital stock shall thereafter be subject to adjustment on terms substantially identical to those applicable to Common Stock in this Section 8. An adjustment made pursuant to this Section 8.1(a) shall become effective immediately after the record date for opening of business on the day upon which such Adjustment Event orsubdivision, if none, immediately after the effective date of such Adjustment Event. Such adjustment shall be made successively whenever an Adjustment Event occurscombination or reclassification becomes effective.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b)If, in case after the Company shall date -------------------------------------- hereof, the Company: (i) pay pays a dividend on its outstanding shares of Common Stock in shares of Common Stock or make a distribution of shares of Common Stock on its outstanding shares of Common Stock, (ii) make makes a distribution on its outstanding shares of Common Stock in shares of its capital stock other than Common Stock, ; (iiiii) subdivide subdivides its outstanding shares of Common Stock into a greater number of shares of Common Stock, shares; (iviii) combine combines its outstanding shares of Common Stock into a smaller number of shares; (iv) pays a dividend or makes a distribution on its Common Stock in shares of its Capital Stock (as defined below) (other than Common StockStock or rights, warrants, or options for its Common Stock to the extent such issuance or distribution is covered by Section 5.03); or (v) issue, issues by reclassification of its Common Stock any shares of its Capital Stock (other than rights, warrants or options for its Common Stock, other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”), ; then the number of Warrant Shares purchasable upon exercise of each Warrant Exercise Rate in effect immediately prior to the Adjustment Event such action shall be adjusted so that the Holder holder of each a Warrant shall be entitled to thereafter exercised may receive the kind and number of Warrant Shares or other securities shares of Capital Stock of the Company which such Holder holder would have owned immediately following such action if such holder had exercised the Warrant immediately prior to such action or have been entitled to receive upon the happening of the Adjustment Event had such Warrant been exercised in full immediately prior to the happening record date applicable thereto, if any (regardless of whether the Warrants are then exercisable and without giving effect to the Cashless Exercise option). The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. In the event that such dividend or distribution is not so paid or made or such subdivision, combination or reclassification is not effected, the Exercise Rate shall again be adjusted to be the Exercise Rate which would then be in effect if such record date or effective date had not been so fixed. If after an adjustment a holder of a Warrant upon exercise of such Adjustment Event or any record date with respect to such Adjustment Event. If a Holder is entitled to Warrant may receive shares of two or more classes of capital stock of the Company pursuant to the foregoing sentence upon exercise of Warrants, the allocation of the adjusted Exercise Price between such classes of capital stock shall be determined reasonably and in good faith by the Board of Directors Capital Stock of the Company. After such allocation, the exercise privilege and the Exercise Price with respect to each class of capital stock Rate shall thereafter be subject to adjustment upon the occurrence of an action taken with respect to any such class of Capital Stock as is contemplated by this Article V with respect to the Common Stock, on terms substantially identical comparable to those applicable to Common Stock in this Section 8. An adjustment made pursuant to this Section 8.1(a) shall become effective immediately after the record date for such Adjustment Event or, if none, immediately after the effective date of such Adjustment Event. Such adjustment shall be made successively whenever an Adjustment Event occurs.Article V.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b), in case If the Company shall Company: (i1) pay pays a dividend on its outstanding shares of Common Stock in shares of Common Stock or make a distribution of shares of Common Stock on its outstanding shares of Common Stock, (ii) make makes a distribution on its outstanding shares of Common Stock Shares in shares of its capital stock other than Common Stock, Shares; (iii2) subdivide subdivides its outstanding shares of Common Stock Shares into a greater number of shares of Common Stock, Shares; (iv3) combine combines its outstanding shares of Common Stock Shares into a smaller number of shares of Common Stock, or Shares; or (v4) issue, issues by reclassification of its Shares any shares of Common Stockits capital stock; then the Exercise Price in effect immediately prior to such action shall be proportionately adjusted (in conjunction with the adjustment provided for in Section 6(l) hereof) so that thereafter, other securities the Holder of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (eachWarrant, an “Adjustment Event”), then the number of Warrant Shares purchasable upon exercise of each Warrant immediately prior to the Adjustment Event shall be adjusted so that the Holder of each Warrant shall be entitled to Warrant, may receive the aggregate number and kind and number of Warrant Shares or other securities shares of capital stock of the Company which such Holder he would have owned or have been entitled to receive upon immediately following such action if the happening of the Adjustment Event Warrant had such Warrant been exercised in full immediately prior to such action. An adjustment made pursuant to this Section 6(a) shall become effective on the happening effective date of such Adjustment Event or any an event referred to in clauses (1) - (4) above, retroactive to the record date with respect to (if any) for such Adjustment Eventevent. If a after an adjustment the Holder is entitled to of the Warrant upon exercise of it may receive shares of two or more classes of capital stock of the Company pursuant to Company, the foregoing sentence upon exercise of Warrants, Board shall determine the allocation of the adjusted Exercise Price between such the classes of capital stock shall be determined reasonably and in good faith by the Board of Directors of the Companystock. After such allocation, the exercise privilege and the Exercise Price with respect to of each class of capital stock shall thereafter be subject to adjustment on terms substantially identical comparable to those applicable to the Shares in this Section. Notwithstanding the foregoing, if the Triggering Event has not occurred, the Warrant shall be exercisable only for Class B Common Stock in this Section 8. An adjustment made pursuant to this Section 8.1(a) and similar non-voting stock of the Company and upon the occurrence of the Triggering Event, such Class B Common Stock or similar non-voting stock of the Company shall become effective immediately after be convertible into Voting Common Stock or other voting stock of the record date for such Adjustment Event or, if none, immediately after the effective date of such Adjustment EventCompany. Such adjustment shall be made successively whenever an Adjustment Event occursany event listed above shall occur.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b)Except as provided in Paragraph 4 (l) below, in if Maker or EdgePoint, as the case the Company may be, shall (i) pay declare a dividend on its outstanding shares of Common Stock in shares of Common Stock or make a distribution of shares of Common Stock on its outstanding shares of Common Stock, (ii) make a distribution on its outstanding shares of Common Stock in shares of its capital stock other than stock, (ii) subdivide its outstanding Common Stock, (iii) subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iv) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stockshares, or (viv) issue, issue any shares of its capital stock by reclassification of its shares of Common Stock, other securities of the Company Stock (including any such reclassification in connection with a consolidation or merger in which Maker or EdgePoint, as the Company case may be, is the surviving entity) (each, an “Adjustment Event”continuing corporation), then in each such case the number of Warrant Shares purchasable upon exercise of each Warrant Conversion privilege and the Conversion Rate in effect immediately prior to the Adjustment Event such action shall be adjusted so that the Holder of each Warrant shall be entitled to if this Note is thereafter converted, Payee may receive the number and kind and number of Warrant Shares or other securities of the Company shares which such Holder Payee would have owned or have been entitled to receive upon the happening of the Adjustment Event immediately following such action if Payee had such Warrant been exercised in full converted this Note immediately prior to such action. Such adjustment shall be made successively whenever such an event shall occur. The adjustment shall become effective immediately after the happening of such Adjustment Event or any record date with respect to such Adjustment Eventin the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. If a Holder is entitled to after an adjustment Payee upon Conversion of this Note may receive shares of two or more classes of capital stock of Maker or EdgePoint, as the Company pursuant to the foregoing sentence upon exercise case may be, Maker’s Board of WarrantsDirectors shall determine, in good faith, the allocation of the adjusted Exercise Price Conversion Rate between such or among, as the case may be, the classes of capital stock shall be determined reasonably and in good faith by the Board of Directors of the Companystock. After such allocation, the exercise conversion privilege and the Exercise Price with respect to conversion rate of each class of capital stock shall thereafter be subject to adjustment on terms substantially identical comparable to those applicable to Common Stock in this Section 8. An adjustment made pursuant to this Section 8.1(a) shall become effective immediately after the record date for such Adjustment Event or, if none, immediately after the effective date of such Adjustment Event. Such adjustment shall be made successively whenever an Adjustment Event occurs4.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b)If, in case after the Company shall date -------------------------------------- hereof, the Company: (i) pay pays a dividend on its outstanding shares of Common Stock in shares of Common Stock or make a distribution of shares of Common Stock on its outstanding shares of Common Stock, (ii) make makes a distribution on its outstanding shares of Common Stock in shares of its capital stock other than Common Stock, ; (iiiii) subdivide subdivides its outstanding shares of Common Stock into a greater number of shares of Common Stock, shares; (iviii) combine combines its outstanding shares of Common Stock into a smaller number of shares; (iv) pays a dividend or makes a distribution on its Common Stock in shares of its Capital Stock (as defined below) (other than Common StockStock or rights, warrants, or options for its Common Stock to the extent such issuance or distribution is covered by this Section 3); or (v) issue, issues by reclassification of its Common Stock any shares of its Capital Stock (other than rights, warrants or options for its Common Stock, other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”), ; then the number of Warrant Shares purchasable upon exercise of each Warrant Exercise Rate in effect immediately prior to the Adjustment Event such action shall be adjusted so that the Holder of each this Warrant shall be entitled to thereafter exercised may receive the kind and number of Warrant Shares or other securities shares of Capital Stock of the Company which such Holder would have owned immediately following such action if such Holder had exercised this Warrant immediately prior to such action or have been entitled to receive upon the happening of the Adjustment Event had such Warrant been exercised in full immediately prior to the happening record date applicable thereto, if any. The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. In the event that such dividend or distribution is not so paid or made or such subdivision, combination or reclassification is not effected, the Exercise Rate shall again be adjusted to be the Exercise Rate which would then be in effect if such record date or effective date had not been so fixed. If after an adjustment the Holder of this Warrant upon exercise of such Adjustment Event or any record date with respect to such Adjustment Event. If a Holder is entitled to Warrant may receive shares of two or more classes of capital stock of the Company pursuant to the foregoing sentence upon exercise of Warrants, the allocation of the adjusted Exercise Price between such classes of capital stock shall be determined reasonably and in good faith by the Board of Directors Capital Stock of the Company. After such allocation, the exercise privilege and the Exercise Price with respect to each class of capital stock Rate shall thereafter be subject to adjustment upon the occurrence of an action taken with respect to any such class of Capital Stock as is contemplated by this Section 3 with respect to the Common Stock, on terms substantially identical comparable to those applicable to Common Stock in this Section 8. An adjustment made pursuant to this Section 8.1(a) shall become effective immediately after the record date for such Adjustment Event or, if none, immediately after the effective date of such Adjustment Event. Such adjustment shall be made successively whenever an Adjustment Event occurs3.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b), in case If the Company shall (i) pay pays a dividend or makes a distribution on its Common Stock payable in shares of its Common Stock, (ii) subdivides its outstanding shares of Common Stock in shares into a greater number of Common Stock or make a distribution of shares of Common Stock on shares, (iii) combines its outstanding shares of Common StockStock into a smaller number of shares, (iiiv) make makes a distribution on its outstanding shares of Common Stock in shares of its capital stock other than Common Stock, Stock or (iiiv) subdivide issues by reclassification of its outstanding Common Stock any shares of Common Stock into a greater its capital stock, then the Exercise Price and number of shares of Common StockStock or capital stock of the Company, (iv) combine its outstanding shares as applicable, issuable in connection with the exercise of Common Stock into a smaller any Warrant shall be proportionately adjusted so that, after giving effect to Section 6(e), the Holder of any Warrant exercised after such action may receive the aggregate number and kind of shares of Common Stock, or (v) issue, by reclassification of its shares of Common Stock, other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”), then the number of Warrant Shares purchasable upon exercise of each Warrant immediately prior to the Adjustment Event shall be adjusted so that the Holder of each Warrant shall be entitled to receive the kind and number of Warrant Shares or other securities capital stock of the Company which such Holder would have owned or have been entitled to receive upon immediately following such action assuming the happening exercise of the Adjustment Event had such Warrant been exercised in full immediately prior to such action, or, if applicable, the happening of such Adjustment Event or any record date with respect for such action. The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. If, after an adjustment pursuant to such Adjustment Event. If subclause (v) above, a Holder is entitled to of a Warrant upon exercise of it may receive shares of two or more classes of capital stock of the Company, the Company pursuant to the foregoing sentence upon exercise of Warrantsshall determine, in good faith, the allocation of the adjusted Exercise Price between such the classes of capital stock shall be determined reasonably and in good faith by the Board of Directors of the Companystock. After such allocation, the exercise privilege and the Exercise Price with respect to of each class of capital stock shall thereafter after such action be subject to adjustment on terms substantially identical comparable to those applicable to Common Stock in this Section 8. An adjustment made pursuant to this Section 8.1(a) shall become effective immediately after the record date for such Adjustment Event or, if none, immediately after the effective date of such Adjustment Event6. Such adjustment shall be made successively whenever any event listed above shall occur. Except as expressly provided in the Company’s certificate of incorporation with respect to voting powers, the Class A Common Stock and the Class B Common Stock of the Company shall be identical in all respects. In furtherance of the foregoing, the Company shall not, whether by merger, consolidation, amendment to its certificate of incorporation, operation of law or otherwise, effect any stock split, recapitalization or similar adjustment to any class of its Common Stock unless simultaneously in connection therewith it effects an Adjustment Event occursidentical stock split, recapitalization or similar adjustment to each other class of its Common Stock.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b), in case the Company shall If Enterprises (i) pay pays a dividend or makes a distribution on its Common Stock in shares of its Common Stock, (ii) subdivides its outstanding shares of Common Stock in shares into a greater number of Common Stock or make a distribution of shares of Common Stock on shares, (iii) combines its outstanding shares of Common StockStock into a smaller number of shares, (iiiv) make makes a distribution on its outstanding shares of Common Stock in shares of its capital stock other than Common Stock, (iii) subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iv) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (v) issue, issues by reclassification of its Common Stock any shares of Common Stock, other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”), its capital stock; then the number of Warrant Shares purchasable upon exercise of each Warrant Exercise Price in effect immediately prior to the Adjustment Event such action shall be proportionately adjusted so that the Holder holder of each any Warrant shall be entitled to thereafter exercised may receive the aggregate number and kind and number of Warrant Shares or other securities shares of the Company capital stock of Enterprises which such Holder he would have owned or have been entitled to receive upon the happening of the Adjustment Event had immediately following such action if such Warrant had been exercised in full immediately prior to such action. The adjustment shall become effective immediately after the happening of such Adjustment Event or any record date with respect to such Adjustment Eventin the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. If If, after an adjustment, a Holder is entitled to holder of a Warrant upon exercise of it may receive shares of two or more classes of capital stock of the Company pursuant to the foregoing sentence upon exercise of WarrantsEnterprises, Enterprises shall determine the allocation of the adjusted Exercise Price between such the classes of capital stock shall be determined reasonably and in good faith by the Board of Directors of the Companystock. After such allocation, the exercise privilege and the Exercise Price with respect to of each class of capital stock shall thereafter be subject to adjustment on terms substantially identical comparable to those applicable to Common Stock in this Section 8. An adjustment made pursuant to this Section 8.1(a) shall become effective immediately after the record date for such Adjustment Event or, if none, immediately after the effective date of such Adjustment Event11. Such adjustment shall be made successively whenever any event listed above shall occur. If the occurrence of any event listed in this subsection (a) results in an Adjustment Event occursadjustment under any provision of this Section 11 other than Section 11(q), no adjustment shall be made under this subsection (a).

Adjustment for Change in Capital Stock. Subject to Section 8.1(b)If, in case after the Company shall date hereof, the Company: (i) pay pays a dividend or makes a distribution on its outstanding shares of Common Stock in shares of Common Stock or make a distribution of shares of Common Stock on its outstanding shares of Common Stock, (other than any such dividend to the extent covered by Section 5.03); (ii) make a distribution on its outstanding shares subdivides any of Common Stock in shares of its capital stock other than Common Stock, (iii) subdivide its outstanding shares of Common Stock into a greater number of shares shares; (iii) combines any of Common Stock, (iv) combine its outstanding shares of Common Stock into a smaller number of shares; (iv) pays a dividend or makes a distribution on shares of Common StockStock in shares of Capital Stock (as defined below) (other than Common Stock or rights, warrants, or options for its Common Stock to the extent such issuance or distribution is covered by Section 5.03); or (v) issue, issues by reclassification of any of its Common Stock or any shares of Common any of its Capital Stock; 01. The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, other securities combination or reclassification. In the event that such dividend or distribution is not so paid or made or such subdivision, combination or reclassification is not effected, the Exercise Rate shall again be adjusted to be the Exercise Rate which would then be in effect if such record date or effective date had not been so fixed. If after an adjustment a holder of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”), then the number of Warrant Shares purchasable upon exercise of each Warrant immediately prior to the Adjustment Event shall be adjusted so that the Holder of each Warrant shall be entitled to receive the kind and number of Warrant Shares or other securities of the Company which such Holder would have owned or have been entitled to receive upon the happening of the Adjustment Event had such Warrant been exercised in full immediately prior to the happening of such Adjustment Event or any record date with respect to such Adjustment Event. If a Holder is entitled to may receive shares of two or more classes of capital stock of the Company pursuant to the foregoing sentence upon exercise of Warrants, the allocation of the adjusted Exercise Price between such classes of capital stock shall be determined reasonably and in good faith by the Board of Directors Capital Stock of the Company. After such allocation, the exercise privilege and the Exercise Price with respect to each class of capital stock Rate shall thereafter be subject to adjustment upon the occurrence of an action taken with respect to any such class of Capital Stock as is contemplated by this Article V with respect to the Common Stock, on terms substantially identical comparable to those applicable to Common Stock in this Section 8. An adjustment made pursuant to Article V. Nothing in this Section 8.1(a5.01(a) shall become effective immediately after require any adjustment in the record date for such Adjustment Event orExercise Rate upon (i) the issuance, if noneconversion, immediately after exchange or exercise of options to acquire shares of Common Stock by, or the effective date issuance of restricted stock or other similar equity-based payments to, officers, directors or employees of the Company; provided that the exercise price of such Adjustment Event. Such adjustment shall be made successively whenever options or the purchase price of such restricted stock, as the case may be, at the time of issuance thereof, is at least equal to the then Current Market Value of the Common Stock underlying such options or restricted stock or (ii) the reclassification of the Company's Common Stock into two or more series of common stock with different voting powers but otherwise representing the same economic interests; provided that such series of common stock will automatically convert into shares of Common Stock when the holder sells, exchanges or otherwise transfers such shares to any person other than an Adjustment Event occursaffiliate of the holder.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b)paragraphs (f) and (h) -------------------------------------- below, in case the event the Company shall (i) pay pays a dividend on all its outstanding shares of Common Stock in shares of Common Stock Stock, or make makes a distribution of shares of Common Stock on all its outstanding shares of Common Stock, ; (ii) make makes a distribution on all its outstanding shares of Common Stock in shares of its capital stock other than Common Stock, ; (iii) subdivide subdivides its outstanding shares of Common Stock into a greater number of shares of Common Stock, ; (iv) combine combines its outstanding shares of Common Stock into a smaller number of shares of Common Stock, ; or (v) issueissues, by reclassification of its shares of Common Stock, other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”), then the number of Warrant Shares purchasable upon exercise of each Warrant immediately prior to the Adjustment Event thereto shall be adjusted so that the Holder of each Warrant shall be entitled to receive upon the exercise of the Warrant the kind and number of Warrant Shares or other securities of the Company which such Holder would have owned or have been entitled to receive upon the happening of any of the Adjustment Event events described above had such Warrant been exercised in full immediately prior to the happening of such Adjustment Event event or any record date with respect to such Adjustment Eventthereto. If a Holder is entitled to receive shares of two or more classes of capital stock of the Company pursuant to the foregoing sentence upon exercise of Warrants, the allocation of the adjusted Exercise Price between such classes of capital stock shall be determined reasonably and in good faith by the Board of Directors of the Company. After such allocation, the exercise privilege and the Exercise Price with respect to each class of capital stock shall thereafter be subject to adjustment on terms substantially identical to those applicable to Common Stock in this Section 89. An adjustment made pursuant to this Section 8.1(aparagraph (a) shall become effective immediately after the record date for such Adjustment Event event or, if none, immediately after the effective date of such Adjustment Eventevent. Such adjustment shall be made successively whenever such an Adjustment Event event occurs.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b), in case (a) If the Company shall Borrower: (i) pay pays a dividend or makes a distribution on its Common Stock in shares of its Common Stock; (ii) subdivides its outstanding shares of Common Stock in shares into a greater number of Common Stock or make a distribution of shares of Common Stock on shares; (iii) combines its outstanding shares of Common Stock, Stock into a smaller number of shares; (iiiv) make makes a distribution on its outstanding shares of Common Stock in shares of its capital stock other than Common Stock, (iii) subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iv) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or ; or (v) issue, issues by reclassification of its Common Stock any shares of Common Stock, other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”), its capital stock; then the number of Warrant Shares purchasable upon exercise of each Warrant conversion privilege and the Conversion Price in effect immediately prior to the Adjustment Event such action shall be proportionately adjusted so that the Holder of each Warrant shall be entitled to IFC may receive the aggregate number and kind and number of Warrant Shares or other securities shares of capital stock of the Company which such Holder Borrower that IFC would have owned or have been entitled to receive upon immediately following such action if the happening of the Adjustment Event Conversion Amount had such Warrant been exercised in full converted immediately prior to such action. (b) Each adjustment contemplated by Section 7.05 (a) shall become effective immedi­ately after the happening of such Adjustment Event or any record date with respect to in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. (c) If after such Adjustment Event. If a Holder is entitled to adjustment IFC may receive shares of two or more classes of capital stock of the Company pursuant to the foregoing sentence upon exercise of WarrantsBorrower, the allocation of the adjusted Exercise Price between such classes of capital stock shall be determined reasonably and in good faith by the Board of Directors of the CompanyBorrower, acting in good faith, shall determine the allocation of the adjusted Conversion Price among the classes of capital stock. After such allocation, the exercise conversion privilege and the Exercise Conversion Price with respect to of each class of capital stock shall thereafter be subject to adjustment on terms substantially identical comparable to those applicable to Common Stock in this Section 8Article VII. An The term “Common Stock” shall thereafter apply to each class of capital stock and the Borrower shall enter into an amendment hereto, as may be necessary to reflect such conversion privilege and Conversion Price. (d) The adjustment made pursuant to contemplated by this Section 8.1(a) shall become effective immediately after the record date for such Adjustment Event or, if none, immediately after the effective date of such Adjustment Event. Such adjustment 7.05 shall be made successively whenever an Adjustment Event occursany of the events listed above shall occur.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b)If, in case after the Company shall Issue Date, the Company: (i) pay pays a dividend or makes a distribution on its Common Stock payable in shares of such Common Stock or other Capital Stock of the Company (except to the extent any such dividend results in the grant, issuance, sale or making of Distribution Rights or Distributions to holders of Warrants pursuant to Section 13(c)); (ii) subdivides or splits any of its outstanding shares of Common Stock in shares of Common Stock or make a distribution of shares of Common Stock on its outstanding shares of Common Stock, (ii) make a distribution on its outstanding shares of Common Stock in shares of its capital stock other than Common Stock, (iii) subdivide its outstanding shares any class of Common Stock into a greater number of shares shares; (iii) combines any of Common Stock, (iv) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or shares; and (viv) issue, issues by reclassification of any class of its Common Stock any shares of Common any of its Capital Stock, other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”), then the number of Warrant Shares purchasable upon exercise of each Warrant Exercise Rate in effect immediately prior to the Adjustment Event such action for each Warrant then outstanding shall be adjusted so that by multiplying the Holder Exercise Rate in effect immediately prior to such action by a fraction (A) the numerator of which shall be the number of shares of Capital Stock outstanding immediately after such action and (B) the denominator of which shall be the number of shares of Capital Stock outstanding immediately prior to such action or the record date applicable to such action, if any (regardless of whether the Warrants then outstanding are then exercisable); and the Exercise Price for each Warrant shall be entitled adjusted to receive a number determined by dividing the kind and number of Warrant Shares or other securities of the Company which such Holder would have owned or have been entitled to receive upon the happening of the Adjustment Event had such Warrant been exercised in full Exercise Price immediately prior to such event by such fraction. The adjustment shall become effective immediately after the happening record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. In the event that such dividend or distribution is not so paid or made or such subdivision, combination or reclassification is not effected, the Exercise Rate and Exercise Price shall again be adjusted to be the Exercise Rate and Exercise Price which would then be in effect if such record date or effective date had not been so fixed. If after an adjustment a holder of a Warrant upon exercise of such Adjustment Event or any record date with respect to such Adjustment Event. If a Holder is entitled to Warrant may receive shares of two or more classes of capital stock of the Company pursuant to the foregoing sentence upon exercise of Warrants, the allocation of the adjusted Exercise Price between such classes of capital stock shall be determined reasonably and in good faith by the Board of Directors Capital Stock of the Company. After such allocation, the exercise privilege and the Exercise Price with respect to each class of capital stock Rate shall thereafter be subject to adjustment upon the occurrence of an action taken with respect to any such class of Capital Stock as is contemplated by this Section 13 with respect to the Common Stock, on terms substantially identical comparable to those applicable to Common Stock in this Section 8. An adjustment made pursuant to this Section 8.1(a) shall become effective immediately after the record date for such Adjustment Event or, if none, immediately after the effective date of such Adjustment Event. Such adjustment shall be made successively whenever an Adjustment Event occurs13.

Adjustment for Change in Capital Stock. Subject to Section 8.1(bIf, after the Issue Date (as defined herein), in case the Company shall Company: (i) pay pays a dividend on its outstanding shares of Common Stock in shares of Common Stock or make a distribution of shares of Common Stock on its outstanding shares of Common Stock, (ii) make makes a distribution on its outstanding shares of its Common Stock payable in shares of its capital stock Common Stock or certain other Capital Stock of the Company (other than Common Stock, any such dividend to the extent covered by Section 5.03); (iiiii) subdivide subdivides or splits any of its outstanding shares of Common Stock into a greater number of shares shares; (iii) combines any of Common Stock, (iv) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or shares; or (viv) issue, issues by reclassification of any of its Common Stock or any shares of Common any of its Capital Stock, other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”), ; then the number of Warrant Shares purchasable upon exercise of each Warrant Exercise Rate in effect immediately prior to the Adjustment Event such action for each Warrant then outstanding shall be adjusted so that the Holder holder of each a Warrant shall be entitled to thereafter exercised may receive the kind and number of Warrant Shares or other securities shares of Capital Stock of the Company which such Holder holder would have owned immediately following such action if such holder had exercised the Warrant immediately prior to such action or have been entitled to receive upon the happening of the Adjustment Event had such Warrant been exercised in full immediately prior to the happening record date applicable thereto, if any (regardless of whether the Warrants then outstanding are then exercisable and without giving effect to the Cashless Exercise option). If there are no outstanding shares of Common Stock that are of the same class as the Warrant Shares at the time of any such action and such action has therefore been taken only in respect of shares of another class of Common Stock, such adjustment shall relate to the Warrant Shares as Warrant Shares (and not in the form of shares of Common Stock) if it would not frustrate the intent and purposes of this Section 5.01. The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. In the event that such dividend or distribution is not so paid or made or such subdivision, combination or reclassification is not effected, the Exercise Rate shall again be adjusted to be the Exercise Rate which would then be in effect if such record date or effective date had not been so fixed. If after an adjustment a holder of a Warrant upon exercise of such Adjustment Event or any record date with respect to such Adjustment Event. If a Holder is entitled to Warrant may receive shares of two or more classes of capital stock of the Company pursuant to the foregoing sentence upon exercise of Warrants, the allocation of the adjusted Exercise Price between such classes of capital stock shall be determined reasonably and in good faith by the Board of Directors Capital Stock of the Company. After such allocation, the exercise privilege and the Exercise Price with respect to each class of capital stock Rate shall thereafter be subject to adjustment upon the occurrence of an action taken with respect to any such class of Capital Stock as is contemplated by this Article V with respect to the Common Stock, on terms substantially identical comparable to those applicable to Common Stock in this Section 8. An adjustment made pursuant to this Section 8.1(a) shall become effective immediately after the record date for such Adjustment Event or, if none, immediately after the effective date of such Adjustment Event. Such adjustment shall be made successively whenever an Adjustment Event occurs.Article V.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b)If, in case after the Company shall date hereof, the Company: (i) pay pays a dividend or makes a distribution on its outstanding shares of Common Stock in shares of Common Stock or make a distribution of shares of Common Stock on its outstanding shares of Common Stock, ; (ii) make a distribution on its outstanding shares of Common Stock in shares of its capital stock other than Common Stock, (iii) subdivide subdivides its outstanding shares of Common Stock into a greater number of shares of Common Stock, shares; (iviii) combine combines its outstanding shares of Common Stock into a smaller number of shares; (iv) pays a dividend or makes a distribution on its Common Stock in shares of its Capital Stock (as defined below) (other than Common StockStock or convertible securities or rights, warrants or options for its Common Stock that in any such case are covered by Section 5.01(b)); or (v) issue, issues by reclassification of its Common Stock any shares of its Capital Stock (other than rights, warrants or options for Common StockStock or convertible securities that in any such case are covered by Section 5.01(b)), other securities of the Company than reclassifications to which paragraph (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entityi) (each, an “Adjustment Event”)applies, then the number of Warrant Shares purchasable upon exercise of each Warrant Exercise Rate in effect immediately prior to the Adjustment Event such action shall be adjusted so that the Holder holder of each a Warrant shall be entitled to thereafter exercised may receive the kind and number of Warrant Shares or other securities shares of Capital Stock of the Company which that such Holder holder would have owned immediately following such action if such holder had exercised the Warrant immediately prior to such action or have been entitled to receive upon the happening of the Adjustment Event had such Warrant been exercised in full immediately prior to the happening record date applicable thereto, if any (regardless of whether the Warrants are then exercisable). The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a sub- division, combination or reclassification. In the event that such dividend or distribution is not so paid or made or such subdivision, combination or reclassification is not effected, the Exercise Rate shall again be adjusted to be the Exercise Rate which would then be in effect if such record date or effective date had not been so fixed. If after an adjustment a holder of a Warrant upon exercise of such Adjustment Event or any record date with respect to such Adjustment Event. If a Holder is entitled to Warrant may receive shares of two or more classes of capital stock of the Company pursuant to the foregoing sentence upon exercise of Warrants, the allocation of the adjusted Exercise Price between such classes of capital stock shall be determined reasonably and in good faith by the Board of Directors Capital Stock of the Company. After such allocation, the exercise privilege and the Exercise Price with respect to each class of capital stock Rate shall thereafter be subject to adjustment upon the occurrence of an action taken with respect to any such class of Capital Stock as is contemplated by this Article V with respect to the Common Stock, on terms substantially identical comparable to those applicable to Common Stock in this Section 8. An adjustment made pursuant to this Section 8.1(a) shall become effective immediately after the record date for such Adjustment Event or, if none, immediately after the effective date of such Adjustment Event. Such adjustment shall be made successively whenever an Adjustment Event occurs.Article V.

Adjustment for Change in Capital Stock. Subject to Section 8.1(bIf, on or after the Issue Date (as defined herein), in case the Company shall Company: (i) pay pays a dividend on its outstanding shares of Common Stock in shares of Common Stock or make a distribution of shares of Common Stock on its outstanding shares of Common Stock, (ii) make makes a distribution on its outstanding shares of its Common Stock payable in shares of its capital stock Common Stock or other than Common Stock, Capital Stock of the Company; (iiiii) subdivide subdivides or splits any of its outstanding shares of Common Stock into a greater number of shares shares; (iii) combines any of Common Stock, (iv) combine its outstanding shares of Common Stock into a smaller number of shares; or (iv) increase or decrease the number of shares of Common Stock, or (v) issue, Stock outstanding by reclassification of its Common Stock; then the Exercise Rate in effect immediately prior to such action for each Warrant then outstanding shall be adjusted to a number determined by multiplying the number of shares of Common Stock, other securities of the Company (including any Stock that such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”), then the number of Warrant Shares purchasable upon exercise of each Warrant immediately prior to the Adjustment Event shall be adjusted so that the Holder of each Warrant shall be entitled to receive the kind and number of Warrant Shares or other securities of the Company which such Holder holder would have owned or have been entitled to receive upon the happening of the Adjustment Event exercise had such Warrant Warrants been exercised in full immediately prior to the happening of such Adjustment Event the events described above (or, in the case of a dividend or any distribution of Common Stock or other shares of Capital Stock, immediately prior to the record date with respect therefor) by a fraction, the numerator of which shall be the total number of shares of Common Stock outstanding immediately after the happening of the events described above and the denominator of which shall be the total number of shares of Common Stock outstanding immediately prior to the happening of the events described above, in each case determined on a fully diluted basis; the Exercise Price for each Warrant shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such Adjustment Eventevent by the aforementioned fraction. An adjustment made pursuant to this Section 5.01(a) shall become effective immediately after the effective date of such event, retroactive to the record date therefor in the case of a dividend or distribution in shares of Common Stock or other shares of the Company's capital stock. If there are no outstanding shares of Common Stock that are of the same class as the Warrant Shares at the time of any such action and such action has therefore been taken only in respect of shares of another class of Common Stock, such adjustment shall relate to the Warrant Shares as Warrant Shares (and not in the form of shares of Common Stock) if it would not frustrate the intent and purposes of, and to the extent indicated by, this Section 5.01. In the event that such dividend or distribution is not so paid or made or such subdivision, combination or reclassification is not effected, the Exercise Rate shall again be adjusted to be the Exercise Rate which would then be in effect if such record date or effective date had not been so fixed. If after an adjustment a Holder is entitled to holder of a Warrant upon exercise of such Warrant may receive shares of two or more classes of capital stock of the Company pursuant to the foregoing sentence upon exercise of Warrants, the allocation of the adjusted Exercise Price between such classes of capital stock shall be determined reasonably and in good faith by the Board of Directors Capital Stock of the Company. After such allocation, the exercise privilege and the Exercise Price with respect to each class of capital stock Rate shall thereafter be subject to adjustment upon the occurrence of an action taken with respect to any such class of Capital Stock as is contemplated by this Article V with respect to the Common Stock, on terms substantially identical comparable to those applicable to Common Stock in this Section 8. An adjustment made pursuant to this Section 8.1(a) shall become effective immediately after the record date for such Adjustment Event or, if none, immediately after the effective date of such Adjustment Event. Such adjustment shall be made successively whenever an Adjustment Event occurs.Article V.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b)paragraphs (f) and (h) below, in case the Company shall (i) pay a dividend on its outstanding shares of Common Stock in shares of Common Stock or make a distribution of shares of Common Stock on its outstanding shares of Common Stock, (ii) make a distribution on its outstanding shares of Common Stock in shares of its capital stock other than Common Stock, (iii) subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iv) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (v) issue, by reclassification of its shares of Common Stock, other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”), then the number of Warrant Shares purchasable that may be purchased upon exercise of each Warrant immediately prior to the Adjustment Event thereto shall be adjusted so that the Holder of each Warrant shall be entitled to receive the kind and number of Warrant Shares or other securities of the Company which that such Holder would have owned or have been entitled to receive upon the happening of any of the Adjustment Event events described above had such Warrant been exercised in full immediately prior to the happening of such Adjustment Event event or any record date with respect to such Adjustment Eventthereto. If a Holder is entitled to receive shares of two or more classes of capital stock of the Company pursuant to the foregoing sentence upon exercise of Warrants, the allocation of the adjusted applicable Exercise Price Price, as adjusted, between such classes of capital stock shall be determined reasonably and in good faith by the Board of Directors of the Company. After such allocation, the exercise privilege and the Exercise Price with respect allocated to each such class of capital stock shall thereafter be subject to adjustment on terms substantially identical to those applicable to Common Stock in this Section 8. An adjustment made pursuant to this Section 8.1(aparagraph (a) shall become effective immediately after the record date for such Adjustment Event event or, if none, immediately after the effective date of such Adjustment Eventevent. Such adjustment shall be made successively whenever such an Adjustment Event event occurs.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b)paragraphs (f) and (h) below, in case the event the Company shall (i) pay pays a dividend on all its outstanding shares of Common Stock in shares of Common Stock Stock, or make makes a distribution of shares of Common Stock on all its outstanding shares of Common Stock, ; (ii) make makes a distribution on all its outstanding shares of Common Stock in shares of its capital stock other than Common Stock, ; (iii) subdivide subdivides its outstanding shares of Common Stock into a greater number of shares of Common Stock, ; (iv) combine combines its outstanding shares of Common Stock into a smaller number of shares of Common Stock, ; or (v) issueissues, by reclassification of its shares of Common Stock, other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”), then the number of Warrant Shares purchasable upon exercise of each Warrant immediately prior to the Adjustment Event thereto shall be adjusted so that the Holder of each Warrant shall be entitled to receive upon the exercise of the Warrant the kind and number of Warrant Shares or other securities of the Company which such Holder would have owned or have been entitled to receive upon the happening of any of the Adjustment Event events described above had such Warrant been exercised in full immediately prior to the happening of such Adjustment Event event or any record date with respect to such Adjustment Eventthereto. If a Holder is entitled to receive shares of two or more classes of capital stock of the Company pursuant to the foregoing sentence upon exercise of Warrants, the allocation of the adjusted Exercise Price between such classes of capital stock shall be determined reasonably and in good faith by the Board of Directors of the Company. After such allocation, the exercise privilege and the Exercise Price with respect to each class of capital stock shall thereafter be subject to adjustment on terms substantially identical to those applicable to Common Stock in this Section 89. An adjustment made pursuant to this Section 8.1(aparagraph (a) shall become effective immediately after the record date for such Adjustment Event event or, if none, immediately after the effective date of such Adjustment Eventevent. Such adjustment shall be made successively whenever such an Adjustment Event event occurs.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b), in case If the Company shall hereafter: (i1) pay pays a dividend on its outstanding shares of Common Stock in shares of Common Stock or make a distribution of shares of Common Stock on its outstanding shares of Common Stock, (ii) make makes a distribution on its outstanding shares of Common Stock in shares of its capital stock other than Common Stock, ; (iii2) subdivide subdivides or reclassifies its outstanding shares of Common Stock into a greater number of shares of Common Stock, shares; (iv3) combine combines or reclassifies its outstanding shares of Common Stock into a smaller number of shares; (4) makes a distribution on Common Stock in shares of its Capital Stock other than Common Stock, or ; or (v5) issue, issues by reclassification of its Common Stock any shares of its Capital Stock (other than reclassifications arising solely as a result of a change in the par value or no par value of the Common Stock, other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”), ; then the number of Warrant Shares purchasable upon exercise of each Warrant Number in effect immediately prior to the Adjustment Event such event shall be proportionately adjusted so that the Holder of each any Warrant shall be entitled to thereafter exercised may receive the aggregate number and kind and number of Warrant Shares or other securities shares of Capital Stock of the Company which such Holder it would have owned or have been entitled to receive upon the happening of the Adjustment Event had immediately following such event if such Warrant had been exercised in full immediately prior to the happening of such Adjustment Event or any record date with respect to such Adjustment Eventevent. If a Holder is entitled to receive shares of two or more classes of capital stock of the Company pursuant to the foregoing sentence upon exercise of Warrants, the allocation of the adjusted Exercise Price between such classes of capital stock The adjustment shall be determined reasonably and in good faith by the Board as of Directors of the Company. After such allocation, the exercise privilege and the Exercise Price with respect to each class of capital stock shall thereafter be subject to adjustment on terms substantially identical to those applicable to Common Stock in this Section 8. An adjustment made pursuant to this Section 8.1(a) shall become effective immediately after the record date for such Adjustment Event or, if none, immediately after in the case of a dividend or distribution and upon the effective date in the case of a subdivision, combination or reclassification and shall be effective simultaneously with the consummation of any such Adjustment Eventevent. Such adjustment shall be made successively whenever any event listed above shall occur. If the occurrence of any event listed above results in an Adjustment Event occursadjustment under subsection (b) below or a distribution under Section 10 hereof, no further adjustment shall be made under this subsection (a). The Company shall not issue shares of Common Stock as a dividend or distribution on any class of Capital Stock other than Common Stock unless the Holders also receive such dividend or distribution on a ratable basis or the appropriate adjustment to the Warrant Number is made under this Section 9.

Adjustment for Change in Capital Stock. Subject The Conversion Rate shall be subject to Section 8.1(b), in adjustment from time to time as follows: (a) In case the Company shall (i1) pay a dividend on its outstanding shares of Common Stock in shares of Common Stock or make a distribution of shares of Common Stock on its outstanding shares to all holders of Common Stock, (ii2) make a distribution on its outstanding in shares of Common Stock in shares to all or substantially all holders of its capital stock other than Common Stock, (iii3) subdivide its the outstanding shares of Common Stock into a greater number of shares of Common Stock, Stock or (iv4) combine its the outstanding shares of Common Stock into a smaller number of shares of Common Stock, Stock or (v5) issue, by reclassification of reclassify its shares of outstanding Common Stock, other securities of the Company (including any such reclassification Conversion Rate in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”), then the number of Warrant Shares purchasable upon exercise of each Warrant effect immediately prior to the Adjustment Event such action shall be adjusted so that the Holder holder of each Warrant any Convertible Subordinated Note thereafter surrendered for conversion shall be entitled to receive the kind and number of Warrant Shares or other securities shares of the Company Common Stock which such Holder he would have owned immediately following such action had such Convertible Subordinated Notes been converted immediately prior thereto. Any adjustment made pursuant to this Section 12.06(a) shall become effective immediately after the record date in the case of a dividend or have been distribution and shall become effective immediately after the effective date in the case of a subdivision, combination, or reclassification. (b) In case the Company shall issue rights, options or warrants to all or substantially all holders of Common Stock, as the case may be, entitling them (for a period commencing no earlier than the record date for the determination of holders of Common Stock entitled to receive upon such rights, options or warrants and expiring not more than 60 days after such record date) to subscribe for or purchase shares of Common Stock (or securities convertible into Common Stock), at a price per share less than the happening then current market price (as determined pursuant to Section 12.06(f) below) of Common Stock at the time of the Adjustment Event had such Warrant been exercised announcement of the distribution, the Conversion Rate shall be increased by multiplying the Conversion Rate in full effect immediately prior to such record date by a fraction of which the happening numerator shall be the number of shares of Common Stock outstanding on such record date, plus the number of shares of Common Stock so offered for subscription or purchase, and the denominator of which shall be the number of shares of Common Stock outstanding at the close of business on such record date plus the number of shares of Common Stock which the aggregate of the offering price of the total number of shares of Common Stock so offered for subscription or purchase would purchase at such current market price. Such adjustments shall become effective immediately after such record date. To the extent that shares of Common Stock are not delivered pursuant to such rights, options or warrants, upon the expiration or termination of such Adjustment Event rights, options or any record date with respect warrants the Conversion Rate shall be readjusted to be the Conversion Rate which would then be in effect had the adjustments made upon the issuance of such Adjustment Eventrights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If a Holder is such rights, options or warrants are not so issued, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such date fixed for the determination of shareholders entitled to receive such rights, options or warrants had not been fixed. In determining whether any rights, options or warrants entitle the holders to subscribe for or purchase shares of two Common Stock at less than such current market price, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received for such rights, options or more classes warrants, with the value of such consideration, if other than cash, to be determined by the Board of Directors. (c) In case the Company shall distribute to all holders of Common Stock shares of capital stock of the Company, evidences of indebtedness or other assets (including cash and securities), or shall distribute to all holders of Common Stock rights, options or warrants to subscribe for securities (in each case other than those referred to in Section 12.06(a) and (b) above and Section 12.06(d) and Section 12.14 below), then in each such case the Conversion Rate shall be increased by multiplying the Conversion Rate in effect immediately prior to the close of business on the record date for the determination of shareholders entitled to such distribution by a fraction of which the numerator shall be the current market price of Common Stock (determined as provided in Section 12.06(f) below) on such date and the denominator shall be such current market price less the fair market value (as determined by the Board of Directors whose determination shall be conclusive and described in a Board Resolution) on such date of the portion of the evidences of indebtedness, shares of capital stock, cash and other assets to be distributed or of such subscription rights, options or warrants applicable to one share of Common Stock, such increase to become effective immediately prior to the opening of business on the day following such record date. Notwithstanding the foregoing, in the event that the Company shall distribute rights, options or warrants (other than those referred to in Section 12.06(b) above) ("Rights") pro rata to holders of Common Stock, the Company may, in lieu of making any adjustment pursuant to this Section 12.06(c), make proper provision so that each holder of a Convertible Subordinated Note who converts such Convertible Subordinated Note (or any portion thereof) after the foregoing sentence record date for such distribution and prior to the expiration or redemption of the Rights shall be entitled to receive upon exercise such conversion, in addition to the Conversion Shares, a number of WarrantsRights to be determined as follows: (i) if such conversion occurs on or prior to the date for the distribution to the holders of Rights of separate certificates evidencing such Rights (the "Distribution Date"), the allocation same number of Rights to which a holder of a number of shares of Common Stock equal to the number of shares of Conversion Shares is entitled at the time of such conversion in accordance with the terms and provisions of and applicable to the Rights; and (ii) if such conversion occurs after the Distribution Date, the same number of Rights to which a holder of the adjusted Exercise Price between such classes number of capital stock shares of Common Stock into which the principal amount of the Convertible Subordinated Note so converted was convertible immediately prior to the Distribution Date would have been entitled on the Distribution Date in accordance with the terms and provisions of and applicable to the Rights. (d) In case the Company shall make a distribution consisting exclusively of cash to all or substantially all holders of Common Stock, then the Conversion Rate shall be increased by multiplying the Conversion Rate in effect immediately prior to the close of business on the record date for the determination of shareholders entitled to such distribution by a fraction of which the numerator shall be the current market price of Common Stock (determined reasonably as provided in Section 12.06(f) below) on such date and the denominator shall be such current market price less the amount of cash to be distributed per share of Common Stock, such increase to become effective immediately prior to the opening of business on the day following such record date. (e) If, after the Issue Date of the Convertible Subordinated Notes, the Company or any Subsidiary of the Company pays holders of the Company's Common Stock in respect of a tender or exchange offer for the Company's Common Stock consideration per share of Common Stock having a fair market value, as determined in good faith by the Board of Directors of the Company. After such allocation, whose determination shall be conclusive, in excess of the exercise privilege and Current Market Price of the Exercise Price with respect to each class of capital stock shall thereafter be subject to adjustment on terms substantially identical to those applicable to Common Stock in this Section 8. An adjustment as of the first business day (the "Measurement Date") next succeeding the last business day tenders or exchanges may be made pursuant to the offer (the "Expiration Time"), the Conversion Rate shall be increased so that the same shall equal the rate determined by multiplying the Conversion Rate in effect immediately prior to the effectiveness of the Conversion Rate adjustment contemplated by this Section 8.1(a12.06(e) by a fraction, the numerator of which shall be the sum of (x) the fair market value of the aggregate consideration payable to stockholders based on the acceptance of all shares validly tendered or exchanged and not withdrawn as of the Expiration Time up to the maximum specified in the tender or exchange offer (the "Purchased Shares") and (y) the product of the number of shares of Common Stock outstanding (less any Purchased Shares) at the Expiration Time and the Closing Sale Price of a share of Common Stock on the Measurement Date, and the denominator of which shall be the number of shares of Common Stock outstanding (including any tendered or exchanged shares) at the Expiration Time (including the Purchased Shares) multiplied by the Closing Sale Price of one share of Common Stock on the Measurement Date. Such reduction shall become effective immediately after prior to the record date for opening of business on the day following the Measurement Date. To the extent such Adjustment Event orpurchase pursuant to such tender or exchange offer described in Section 12.06(e) does not occur, if none, immediately after the effective date Conversion Rate shall be readjusted to eliminate any adjustment made to the Conversion Rate on account of such Adjustment Eventpurchase pursuant to such tender or exchange offer. Such If the application of this Section 12.06(e) to any repurchase (including by way of tender offer or exchange offer) would result in a decrease in the Conversion Rate, no adjustment shall be made successively whenever for such repurchase under this Section 12.06(e). (f) For the purpose of any computation under subsections (a), (b), (c), (d) and (e) above of this Section 12.06, the "current market price" per share of Common Stock on the date fixed for determination of the stockholders entitled to receive the issuance or distribution requiring such computation (the "Determination Date") shall be deemed to be the average of the Closing Sale Price for the ten consecutive trading days immediately preceding the Determination Date; provided, however, that (i) if the "ex" date for any event (other than the issuance or distribution requiring such computation) that requires an Adjustment Event occurs.adjustment to the Conversion Rate pursuant to subsection (a), (b), (c), (d) or (e) above occurs on or after the tenth trading day prior to the Determination Date and prior to the "ex" date for the issuance or distribution requiring such computation, the Closing Sale Price for each trading day prior to the "ex" date for such other event shall be adjusted by multiplying such Closing Sale Price by the reciprocal of the fraction by which the Conversion Rate is so required to be adjusted as a result of such other event, (ii) if the "ex" date for any event (other than the issuance or distribution requiring such computation) that requires an adjustment to the Conversion Rate pursuant to subsection (a), (b),

Adjustment for Change in Capital Stock. Subject to Section 8.1(b)If, in case after the Company shall date hereof, the Company: (i) pay pays a dividend or makes a distribution on its outstanding shares of Common Stock in shares of Common Stock or make a distribution of shares of Common Stock on its outstanding shares of Common Stock, ; (ii) make a distribution on its outstanding shares of Common Stock in shares of its capital stock other than Common Stock, (iii) subdivide subdivides its outstanding shares of Common Stock into a greater number of shares of Common Stock, shares; (iviii) combine combines its outstanding shares of Common Stock into a smaller number of shares; (iv) pays a dividend or makes a distribution on its Common Stock in shares of its Capital Stock (as defined below) (other than Common StockStock or convertible securities or rights, warrants or options for its Common Stock that in any such case are covered by Section 5.01(b)); or (v) issue, issues by reclassification of its Common Stock any shares of its Capital Stock (other than rights, warrants or options for Common StockStock or convertible securities that in any such case are covered by Section 5.01(b)), other securities of the Company than reclassifications to which paragraph (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entityi) (each, an “Adjustment Event”)applies, then the number of Warrant Shares purchasable upon exercise of each Warrant Exercise Rate in effect immediately prior to the Adjustment Event such action shall be adjusted so that the Holder holder of each a Warrant shall be entitled to thereafter exercised may receive the kind and number of Warrant Shares or other securities shares of Capital Stock of the Company which that such Holder holder would have owned immediately following such action if such holder had exercised the Warrant immediately prior to such action or have been entitled to receive upon the happening of the Adjustment Event had such Warrant been exercised in full immediately prior to the happening record date applicable thereto, if any (regardless of whether the Warrants are then exercisable). division, combination or reclassification. In the event that such dividend or distribution is not so paid or made or such subdivision, combination or reclassification is not effected, the Exercise Rate shall again be adjusted to be the Exercise Rate which would then be in effect if such record date or effective date had not been so fixed. If after an adjustment a holder of a Warrant upon exercise of such Adjustment Event or any record date with respect to such Adjustment Event. If a Holder is entitled to Warrant may receive shares of two or more classes of capital stock of the Company pursuant to the foregoing sentence upon exercise of Warrants, the allocation of the adjusted Exercise Price between such classes of capital stock shall be determined reasonably and in good faith by the Board of Directors Capital Stock of the Company. After such allocation, the exercise privilege and the Exercise Price with respect to each class of capital stock Rate shall thereafter be subject to adjustment upon the occurrence of an action taken with respect to any such class of Capital Stock as is contemplated by this Article V with respect to the Common Stock, on terms substantially identical comparable to those applicable to Common Stock in this Section 8. An adjustment made pursuant to this Section 8.1(a) shall become effective immediately after the record date for such Adjustment Event or, if none, immediately after the effective date of such Adjustment Event. Such adjustment shall be made successively whenever an Adjustment Event occurs.Article V.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b), in case If the Company shall Company: (i1) pay pays a dividend on its outstanding shares of Common Stock in shares of Common Stock or make a distribution of shares of Common Stock on its outstanding shares of Common Stock, (ii) make makes a distribution on its outstanding shares of Common Class B Preferred Stock in shares of its capital stock other than Common Class B Preferred Stock, ; (iii2) subdivide subdivides or reclassifies its outstanding shares of Common Class B Preferred Stock into a greater number of shares of Common Stock, shares; (iv3) combine combines or reclassifies its outstanding shares of Common Class B Preferred Stock into a smaller number of shares of Common Stock, or shares; or (v4) issue, issues by reclassification of its Class B Preferred Stock any shares of Common Stock, its capital stock (other securities than reclassification arising solely as a result of a change in the par value or no par value of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”Class B Preferred Stock), ; then the number of Warrant Shares purchasable upon exercise of each Warrant Number and the Exercise Price in effect immediately prior to the Adjustment Event such action shall be proportionately adjusted so that the Holder holder of each any Warrant thereafter exercised shall be entitled to receive the aggregate number and kind and number of Warrant Shares or other securities of the Company which such Holder would have owned or have been entitled to receive upon the happening of the Adjustment Event had such Warrant been exercised in full immediately prior to the happening of such Adjustment Event or any record date with respect to such Adjustment Event. If a Holder is entitled to receive shares of two or more classes of capital stock of the Company pursuant which it would have received immediately following such action if such Warrant had been exercised immediately prior to such action for the foregoing sentence upon exercise of Warrants, the allocation of the adjusted Exercise Price between same aggregate consideration that such classes of capital stock shall be determined reasonably and in good faith by the Board of Directors of the Companybolder would have paid if such Warrant had been exercised immediately prior to such action. After such allocation, the exercise privilege and the Exercise Price with respect to each class of capital stock shall thereafter be subject to The adjustment on terms substantially identical to those applicable to Common Stock in this Section 8. An adjustment made pursuant to this Section 8.1(a) shall become effective immediately after the record date for such Adjustment Event or, if none, in the case of a dividend or distribution and immediately after the effective date in the case of such Adjustment Eventa subdivision, combination or reclassification. Such adjustment shall be made successively whenever an Adjustment Event occursany event listed above shall occur. The Company shall not issue shares of Class B Preferred Stock as a dividend or distribution on any class of capital stock other than Class B Preferred Stock unless the Warrant Holders also receive such dividend or distribution on a ratable basis or the appropriate adjustment to the Warrant Number and Exercise Price is made under this Section 9.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b), in case the Company shall (i) pay If the Company shall, at any time and from time to time while this Warrant is outstanding, issue a dividend on its outstanding shares of Common Stock in shares of Common Stock or make a distribution on its Common Stock payable in shares of its Common Stock to all or substantially all holders of its Common Stock, then at the opening of business on the Ex-Dividend Date for such dividend or distribution: (A) The Exercise Price will be adjusted by multiplying such Exercise Price by a fraction: (1) the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on its outstanding shares the Business Day immediately preceding such Ex-Dividend Date; and (2) the denominator of Common Stock, (ii) make a distribution on its outstanding which shall be the sum of the number of shares of Common Stock in outstanding at the close of business on the Business Day immediately preceding the Ex-Dividend Date for such dividend or distribution, plus the total number of shares of its capital stock Common Stock constituting such dividend or other than Common Stockdistribution. (B) The number of Warrant Shares will be adjusted by multiplying such number by a fraction: (1) the numerator of which shall be the Exercise Price immediately prior to the adjustment pursuant to Section 10(a)(i)(A); and (2) the denominator of which shall be the Exercise Price immediately after such adjustment. If any dividend or distribution of the type described in this Section 10(a)(i) is declared but not so paid or made, the Exercise Price and number of Warrant Shares issuable shall again be adjusted to the Exercise Price and number of Warrant Shares issuable which would then be in effect if such dividend or distribution had not been declared. Except as set forth in the preceding sentence, in no event shall the Exercise Price be increased or the number of Warrant Shares issuable be decreased pursuant to this Section 10(a)(i). (iiiii) If the Company shall, at any time or from time to time while this Warrant is outstanding, subdivide or reclassify its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iv) then the Exercise Price in effect at the opening of business on the day upon which such subdivision becomes effective shall be proportionately decreased, and conversely, if the Company shall, at any time or from time to time while this Warrant is outstanding, combine or reclassify its outstanding shares of Common Stock into a smaller number of shares of Common Stock, then the Exercise Price in effect at the opening of business on the day upon which such combination or reclassification becomes effective shall be proportionately increased. In each such case, effective immediately after the opening of business on the day upon which such subdivision, combination or reclassification becomes effective: (vA) issue, The Exercise Price shall be adjusted by reclassification multiplying such Exercise Price by a fraction: (1) the numerator of its which shall be the number of shares of Common StockStock outstanding immediately prior to such subdivision or combination and (2) the denominator of which shall be the number of shares of Common Stock outstanding immediately after giving effect to such subdivision, other securities of the Company combination or reclassification. (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entityB) (each, an “Adjustment Event”), then the The number of Warrant Shares purchasable upon exercise will be adjusted by multiplying such number by a fraction: (1) the numerator of each Warrant which shall be the Exercise Price immediately prior to the Adjustment Event adjustment pursuant to Section 10(a)(ii)(A) and (2) the denominator of which shall be adjusted so that the Holder of each Warrant shall be entitled to receive the kind and number of Warrant Shares or other securities of the Company which such Holder would have owned or have been entitled to receive upon the happening of the Adjustment Event had such Warrant been exercised in full immediately prior to the happening of such Adjustment Event or any record date with respect to such Adjustment Event. If a Holder is entitled to receive shares of two or more classes of capital stock of the Company pursuant to the foregoing sentence upon exercise of Warrants, the allocation of the adjusted Exercise Price between such classes of capital stock shall be determined reasonably and in good faith by the Board of Directors of the Company. After such allocation, the exercise privilege and the Exercise Price with respect to each class of capital stock shall thereafter be subject to adjustment on terms substantially identical to those applicable to Common Stock in this Section 8. An adjustment made pursuant to this Section 8.1(a) shall become effective immediately after the record date for such Adjustment Event or, if none, immediately after the effective date of such Adjustment Event. Such adjustment shall be made successively whenever an Adjustment Event occursadjustment.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b)If, in case after the Company shall Issue Date, the Company: (i) pay pays a dividend or makes a distribution on shares of any class of its Common Stock payable in shares of its Common Stock or other Capital Stock of the Company (except to the extent any such dividend results in the grant, issuance, sale or making of Distribution Rights or Distributions to holders of Warrants pursuant to Section 12(c)); (ii) subdivides or splits any of its outstanding shares of Common Stock in shares of Common Stock or make a distribution of shares of Common Stock on its outstanding shares of Common Stock, (ii) make a distribution on its outstanding shares of Common Stock in shares of its capital stock other than Common Stock, (iii) subdivide its outstanding shares any class of Common Stock into a greater number of shares shares; (iii) combines any of Common Stock, (iv) combine its outstanding shares of any class of Common Stock into a smaller number of shares of Common Stock, or shares; or (viv) issue, issues by reclassification of any class of its Common Stock any shares of Common any of its Capital Stock, other securities ; then the Exercise Rate in effect immediately prior to such action for each Warrant then outstanding shall be adjusted by multiplying the Exercise Rate in effect immediately prior to such action by a fraction (A) the numerator of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”), then shall be the number of shares of all classes of Common Stock outstanding immediately after such action and (B) the denominator of which shall be the number of shares of all classes of Common Stock outstanding immediately prior to such action or the record date applicable to such action, if any (regardless of whether the Warrants then outstanding are then exercisable). The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. In the event that such dividend or distribution is not so paid or made or such subdivision, combination or reclassification is not effected, the Exercise Rate shall again be adjusted to be the Exercise Rate which would then be in effect if such record date or effective date had not been so fixed. If after an adjustment a holder of a Warrant Shares purchasable upon exercise of each Warrant immediately prior to the Adjustment Event shall be adjusted so that the Holder of each Warrant shall be entitled to receive the kind and number of Warrant Shares or other securities of the Company which such Holder would have owned or have been entitled to receive upon the happening of the Adjustment Event had such Warrant been exercised in full immediately prior to the happening of such Adjustment Event or any record date with respect to such Adjustment Event. If a Holder is entitled to may receive shares of two or more classes of capital stock of the Company pursuant to the foregoing sentence upon exercise of Warrants, the allocation of the adjusted Exercise Price between such classes of capital stock shall be determined reasonably and in good faith by the Board of Directors Capital Stock of the Company. After such allocation, the exercise privilege and the Exercise Price with respect to each class of capital stock Rate shall thereafter be subject to adjustment upon the occurrence of an action taken with respect to any such class of Capital Stock as is contemplated by this Section 12 with respect to the Common Stock, on terms substantially identical comparable to those applicable to Common Stock in this Section 8. An adjustment made pursuant to this Section 8.1(a) shall become effective immediately after the record date for such Adjustment Event or, if none, immediately after the effective date of such Adjustment Event. Such adjustment shall be made successively whenever an Adjustment Event occurs12.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b), in case If the Company shall Company: (i1) pay pays a dividend or makes a distribution on its outstanding shares of Common Stock in shares of its Common Stock or make a distribution other capital stock of shares of Common Stock on the Company; (2) subdivides, combines or reclassifies its outstanding shares of Common Stock, ; (ii3) make makes a distribution on to all Holders of its outstanding shares Common Stock of rights, warrants or options to purchase Common Stock of the Company at a price per share less than the Current Market Value (as defined in Section 12(d)) at the Time of Determination (as defined below); and (4) makes distributions to stockholders of Common Stock in shares of its capital stock other than Common Stock, (iii) subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iv) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (v) issue, by reclassification of its shares of Common Stock, other securities of the Company (including any such reclassification in connection with a consolidation or merger in which rights, warrants or options to purchase Common Stock of the Company is the surviving entity) (each, an “Adjustment Event”), Company; then the number of Warrant Shares purchasable upon exercise of each Warrant Exercise Rate in effect immediately prior to the Adjustment Event such action shall be proportionately adjusted so that the Holder of each any Warrant shall be entitled to thereafter exercised may receive the aggregate number and kind and number of Warrant Shares or other securities shares of capital stock of the Company which such Holder he would have owned or have been entitled to receive upon the happening of the Adjustment Event had immediately following such action if such Warrant had been exercised in full immediately prior to such action; provided, however, that notwithstanding the happening foregoing, upon the occurrence of an event described in any of paragraphs (1), (3) or (4) above, which otherwise would have given rise to an adjustment, no adjustment shall be made if the Company includes the Holders of Warrants in such Adjustment Event or any distribution pro rata to the number of shares of Common Stock issued and outstanding (after giving effect to the Warrant Shares as if they were issued and outstanding). The adjustment which shall be calculated by the Company shall become effective immediately after the record date with respect to such Adjustment Eventin the case of a dividend or distribution (the "Time of Determination") and immediately after the effective date in the case of a subdivision, combination or reclassification. If after an adjustment a Holder is entitled to of a Warrant upon exercise of it may receive shares of two or more classes of capital stock of the Company, the Board of Directors of the Company pursuant to the foregoing sentence upon exercise of Warrants, shall determine the allocation of the adjusted Exercise Price between such the classes of capital stock shall be determined reasonably and in good faith by the Board of Directors of the Companystock. After such allocation, the exercise privilege and the Exercise Price with respect to of each class of capital stock shall thereafter be subject to adjustment on terms substantially identical comparable to those applicable to Common Stock in this Section 8. An adjustment made pursuant to this Section 8.1(a) shall become effective immediately after the record date for such Adjustment Event or, if none, immediately after the effective date of such Adjustment EventSection. Such adjustment shall be made successively whenever an Adjustment Event occursany event listed above shall occur.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b), in case the Company shall If Parent: (i1) pay pays a dividend or makes a distribution on its Common Stock in shares of its Common Stock; (2) subdivides or reclassifies its outstanding shares of Common Stock in shares into a greater number of Common Stock shares; (3) combines or make a distribution of shares of Common Stock on reclassifies its outstanding shares of Common Stock, Stock into a smaller number of shares; (ii4) make makes a distribution on its outstanding shares of Common Stock in shares of its capital stock other than Common Stock, ; or (iii5) subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iv) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (v) issue, issues by reclassification of its Common Stock any shares of its capital stock (other than reclassifications arising solely as a result of a change in the par value or no par value of the Common Stock, other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”), ; then the number of Warrant Shares purchasable upon exercise of each Warrant Number in effect immediately prior to the Adjustment Event such action shall be proportionately adjusted so that the Holder holder of each any Warrant shall be entitled to thereafter exercised may receive the aggregate number and kind and number of Warrant Shares or other securities of the Company which such Holder would have owned or have been entitled to receive upon the happening of the Adjustment Event had such Warrant been exercised in full immediately prior to the happening of such Adjustment Event or any record date with respect to such Adjustment Event. If a Holder is entitled to receive shares of two or more classes of capital stock of the Company pursuant Parent which it would have owned immediately following such action if such Warrant had been exercised immediately prior to the foregoing sentence upon exercise of Warrants, the allocation of the adjusted Exercise Price between such classes of capital stock shall be determined reasonably and in good faith by the Board of Directors of the Companyaction. After such allocation, the exercise privilege and the Exercise Price with respect to each class of capital stock shall thereafter be subject to The adjustment on terms substantially identical to those applicable to Common Stock in this Section 8. An adjustment made pursuant to this Section 8.1(a) shall become effective immediately after the record date for such Adjustment Event or, if none, in the case of a dividend or distribution and immediately after the effective date in the case of such Adjustment Eventa subdivision, combination or reclassification. Such adjustment shall be made successively whenever any event listed above shall occur; provided, that if the occurrence of any event listed above results in an Adjustment Event occursadjustment under subsection 9(b) or (c) below, no adjustment shall be made under this subsection (a). Parent shall not issue shares of Common Stock as a dividend or distribution on any class of capital stock other than Common Stock unless (i) such dividend or distribution is not prohibited by the Purchase Agreement and (ii) the Warrant Holders also receive such dividend or distribution on a ratable basis or the appropriate adjustment to the Warrant Number is made under this Section 9.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b), in case If the Company shall Company: (i) pay pays a dividend or makes a distribution on its Common Stock, in each case, in shares of its Common Stock; (ii) subdivides its outstanding shares of Common Stock in shares into a greater number of Common Stock or make a distribution of shares of Common Stock on shares; (iii) combines its outstanding shares of Common Stock, Stock into a smaller number of shares; or (iiiv) make makes a distribution on its outstanding shares of Common Stock in shares of its capital stock other than Common Stock, (iii) subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iv) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (v) issue, by reclassification of its shares of Common Stock, other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”), ; then the number and classes of Warrant Exercise Shares purchasable upon exercise of each Warrant in effect immediately prior to the Adjustment Event such action shall be adjusted so that the Holder holder of each any Warrant shall be entitled to thereafter exercised may receive the kind number and number classes of Warrant Shares or other securities shares of capital stock of the Company which such Holder holder would have owned or have been entitled to receive upon immediately following such action if such holder had exercised the happening of the Adjustment Event had such Warrant been exercised in full immediately prior to such action. For a dividend or distribution the happening of such Adjustment Event or any adjustment shall become effective immediately after the record date with respect to such Adjustment Eventfor the dividend or distribution. For a subdivision, combination or reclassification, the adjustment shall become effective immediately after the effective date of the subdivision, combination or reclassification. If after an adjustment the holder of a Holder is entitled to Warrant upon exercise of it may receive shares of two or more classes of capital stock of the Company, the Board of Directors of the Company pursuant to the foregoing sentence upon exercise of Warrants, shall in good faith determine the allocation of the adjusted Exercise Price between such or among the classes of capital stock shall be determined reasonably and in good faith by the Board of Directors of the Companystock. After such allocation, the exercise privilege and that portion of the Exercise Price with respect applicable to each share of each such class of capital stock shall thereafter be subject to adjustment on terms substantially identical comparable to those applicable to Common Stock the Exercise Shares in this Section 8Agreement. An adjustment made pursuant to Notwithstanding the allocation of the Exercise Price between or among shares of capital stock as provided by this Section 8.1(a) shall become effective immediately after 7(a), a Warrant may only be exercised in full by payment of the record date for such Adjustment Event or, if none, immediately after entire Exercise Price in effect at the effective date time of such Adjustment Eventexercise. Such adjustment The Company shall not, by amendment of its certificate of incorporation or through a reorganization, transfer of assets, consolidation, merger, dissolution, issue, or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out all the provisions of this Article 7 and in taking all such action as may be necessary or appropriate to protect Holder’s rights under this Article against impairment. Notwithstanding the foregoing, no waiver or amendment to any provision of the Company’s certificate of incorporation or bylaws shall be made successively whenever an Adjustment Event occursdeemed to have impaired Holder’s rights if such amendments or waivers do not affect Holder in a manner materially different than such amendments or waivers generally effect the holders of Preferred Stock. Upon each adjustment of the Exercise Price, the Company at its expense shall promptly compute such adjustment, and furnish Holder with a certificate of its Chief Financial Officer or other appropriate officer setting forth such adjustment and the facts upon which such adjustment is based. The Company shall, upon written request, furnish Holder a certificate setting forth the Exercise Price in effect upon the date thereof and the series of adjustments leading to such Exercise Price.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b), in case If the Company shall Company: --------------------------------------- (i) pay pays a dividend or makes a distribution on its Common Stock, in each case, in shares of its Common Stock; (ii) subdivides its outstanding shares of Common Stock in shares into a greater number of Common Stock or make a distribution of shares of Common Stock on shares; (iii) combines its outstanding shares of Common Stock, Stock into a smaller number of shares; (iiiv) make makes a distribution on its outstanding shares of Common Stock in shares of its capital stock other than Common Stock, (iii) subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iv) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or ; or (v) issue, issues by reclassification of its shares of Common Stock, other securities Stock any shares of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”), its capital stock; then the number and classes of Warrant Shares shares purchasable upon exercise of each Warrant in effect immediately prior to the Adjustment Event such action shall be adjusted so that the Holder holder of each any Warrant shall be entitled to thereafter exercised may receive the kind number and number classes of Warrant Shares or other securities shares of capital stock of the Company which such Holder holder would have owned or have been entitled to receive upon immediately following such action if such holder had exercised the happening of the Adjustment Event had such Warrant been exercised in full immediately prior to such action. For a dividend or distribution the happening of such Adjustment Event or any adjustment shall become effective immediately after the record date with respect to such Adjustment Eventfor the dividend or distribution. For a subdivision, combination or reclassification, the adjustment shall become effective immediately after the effective date of the subdivision, combination or reclassification. If after an adjustment the holder of a Holder is entitled to Warrant upon exercise of it may receive shares of two or more classes of capital stock of the Company, the Board of Directors of the Company pursuant to the foregoing sentence upon exercise of Warrants, shall in good faith determine the allocation of the adjusted Exercise Price between such or among the classes of capital stock shall be determined reasonably and in good faith by the Board of Directors of the Companystock. After such allocation, the exercise privilege and that portion of the Exercise Price with respect applicable to each share of each such class of capital stock shall thereafter be subject to adjustment on terms substantially identical comparable to those applicable to Common Stock in this Section 8Agreement. An adjustment made pursuant to Notwithstanding the allocation of the Exercise Price between or among shares of capital stock as provided by this Section 8.1(a) shall become effective immediately after 11(a), a Warrant may only be exercised in full by payment of the record date for such Adjustment Event or, if none, immediately after the effective date of such Adjustment Event. Such adjustment shall be made successively whenever an Adjustment Event occursentire Exercise Price currently in effect.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b)If, in case after the Company shall date of issuance, the Company: (i1) pay pays a dividend on its outstanding shares of Common Stock in shares of Common Stock or make a distribution of shares of Common Stock on its outstanding shares of Common Stock, (ii) make makes a distribution on its outstanding shares of Common Stock in shares of its capital stock other than (including Common Stock, ); (iii2) subdivide subdivides its outstanding shares of Common Stock into a greater number of shares of Common Stock, shares; (iv3) combine combines its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or shares; or (v4) issue, issues by reclassification of its Common Stock any shares of Common Stock, its capital stock or other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (eachcontinuing corporation), then, in each such case, an “Adjustment Event”), then the number of Warrant Shares purchasable upon exercise of each Warrant immediately prior to the Adjustment Event appropriate and proportionate adjustment shall be adjusted so that made in the Holder of each Warrant shall be entitled to receive the kind and number of Warrant Shares or other securities of the Company which covered by this Warrant so that upon exercising this Warrant immediately after such action, the Holder would be entitled to receive the number of Warrant Shares or Other Securities of the Company that such Holder would have owned or have been entitled to receive upon the happening of the Adjustment Event immediately following such action if such Holder had such exercised this Warrant been exercised in full immediately prior to the happening of such Adjustment Event or any record date with respect to such Adjustment Eventaction. If a Holder is entitled to receive shares of two or more classes of capital stock of the Company pursuant to the foregoing sentence upon exercise of Warrants, the allocation of the adjusted Exercise Price between such classes of capital stock shall be determined reasonably and in good faith by the Board of Directors of the Company. After such allocation, the exercise privilege and the Exercise Price with respect to each class of capital stock shall thereafter be subject to The adjustment on terms substantially identical to those applicable to Common Stock in this Section 8. An adjustment made pursuant to this Section 8.1(a) shall become effective immediately after the earlier of (x) the record date for such Adjustment Event or, if none, immediately after or the distribution date in the case of a dividend or distribution and (y) the record date or the effective date in the case of such Adjustment Eventa subdivision, combination or reclassification. Such adjustment Whenever the number of Warrant Shares purchasable upon the exercise of this Warrant is adjusted, as herein provided, the per share Purchase Price shall be made successively whenever an Adjustment Event occursadjusted by multiplying such Purchase Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Warrant Shares purchasable upon the exercise of this Warrant immediately prior to such adjustment, and the denominator of which shall be the number of Warrant Shares so purchasable immediately thereafter.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b), in In case the Company shall (i) pay a dividend on its outstanding shares of Common Stock in shares of Common Stock or make a distribution of shares of Common Stock on its outstanding shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock, (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, (iv) make a distribution on its outstanding shares of Common Stock in shares of its capital stock other than Common Stock, (iii) subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iv) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (v) issue, by reclassification of its shares of Common Stock, other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”), then the number of Warrant Shares purchasable upon exercise of each Warrant immediately prior to the Adjustment Event thereto shall be adjusted so that the Holder of each Warrant shall be entitled to receive the kind and number of Warrant Shares or other securities of the Company which such Holder would have owned or have been entitled to receive upon the happening of any of the Adjustment Event events described above had such Warrant been exercised in full immediately prior to the happening of such Adjustment Event event or any record date with respect to such Adjustment Eventthereto. If a Holder is entitled to receive shares of two or more classes of capital stock of the Company pursuant to the foregoing sentence upon exercise of Warrants, the allocation of the adjusted Exercise Price between such classes of capital stock shall be determined reasonably and in good faith by the Board of Directors of the Company. After such allocation, the exercise privilege and the Exercise Price with respect to each class of capital stock shall thereafter be subject to adjustment on terms substantially identical to those applicable to Common Stock in this Section 8section 9. An adjustment made pursuant to this Section 8.1(aparagraph (a) shall become effective immediately after the record date for such Adjustment Event event or, if none, immediately after the effective date of such Adjustment Eventevent. Such adjustment shall be made successively whenever such an Adjustment Event occursevent is made.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b)If, in case after the Company shall date hereof, the Company: (i) pay pays a dividend or makes a distribution on any of its outstanding shares of Common Stock in shares of any of its Common Stock or make a distribution of shares of Common Stock on its outstanding shares of Common Stock, (other than any such dividend to the extent covered by Section 5.03); (ii) make a distribution on its outstanding shares subdivides any of Common Stock in shares of its capital stock other than Common Stock, (iii) subdivide its outstanding shares of Common Stock into a greater number of shares shares; (iii) combines any of Common Stock, (iv) combine its outstanding shares of Common Stock into a smaller number of shares; (iv) pays a dividend or makes a distribution on any of its Common Stock in shares of any of its Capital Stock (as defined below) (other than Common StockStock or rights, warrants, or options for its Common Stock to the extent such issuance or distribution is covered by Section 5.03); or (v) issue, issues by reclassification of any of its Common Stock any shares of any of its Capital Stock (other than rights, warrants or options for its Common Stock, other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”), ; then the number of Warrant Shares purchasable upon exercise of each Warrant Exercise Rate in effect immediately prior to the Adjustment Event such action for each Warrant then outstanding shall be adjusted so that the Holder holder of each a Warrant shall be entitled to thereafter exercised may receive the kind and number of Warrant Shares or other securities shares of Capital Stock of the Company which that such Holder holder would have owned immediately following such action if such holder had exercised the Warrant immediately prior to such action or have been entitled to receive upon the happening of the Adjustment Event had such Warrant been exercised in full immediately prior to the happening record date applicable thereto, if any (without giving effect to the Cashless Exercise option). The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. In the event that such dividend or distribution is not so paid or made or such subdivision, combination or reclassification is not effected, the Exercise Rate shall again be adjusted to be the Exercise Rate which would then be in effect if such record date or effective date had not been so fixed. If after an adjustment a holder of a Warrant upon exercise of such Adjustment Event or any record date with respect to such Adjustment Event. If a Holder is entitled to Warrant may receive shares of two or more classes of capital stock of the Company pursuant to the foregoing sentence upon exercise of Warrants, the allocation of the adjusted Exercise Price between such classes of capital stock shall be determined reasonably and in good faith by the Board of Directors Capital Stock of the Company. After such allocation, the exercise privilege and the Exercise Price with respect to each class of capital stock Rate shall thereafter be subject to adjustment upon the occurrence of an action taken with respect to any such class of Capital Stock as is contemplated by this Article V with respect to the Common Stock, on terms substantially identical comparable to those applicable to Common Stock in this Section 8. An adjustment made pursuant to this Section 8.1(a) shall become effective immediately after the record date for such Adjustment Event or, if none, immediately after the effective date of such Adjustment Event. Such adjustment shall be made successively whenever an Adjustment Event occurs.Article V.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b)paragraph (b) below, in case the Company shall (i) pay a dividend on its outstanding shares of Common Stock in shares of Common Stock or make a distribution of shares of Common Stock on its outstanding shares of Common Stock, (ii) make a distribution on its outstanding shares of Common Stock in shares of its capital stock other than Common Stock, (iii) subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iv) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (v) issue, by reclassification of its shares of Common Stock, other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”), then the number of Warrant Shares purchasable upon exercise of each Warrant immediately prior to the Adjustment Event thereto shall be adjusted so that the Holder of each Warrant shall be entitled to receive the kind and number of Warrant Shares or other securities of the Company which such Holder would have owned or have been entitled to receive upon the happening of any of the Adjustment Event events described above had such Warrant been exercised in full immediately prior to the happening of such Adjustment Event event or any record date with respect to such Adjustment Eventthereto. If a Holder is entitled to receive shares of two or more classes of capital stock of the Company pursuant to the foregoing sentence upon exercise of Warrants, the allocation of the adjusted Exercise Price between such classes of capital stock shall be determined reasonably and in good faith by the Board of Directors of the Company. After such allocation, the exercise privilege and the Exercise Price with respect to each class of capital stock shall thereafter be subject to adjustment on terms substantially identical to those applicable to Common Stock in this Section 89. An adjustment made pursuant to this Section 8.1(aparagraph (a) shall become effective immediately after the record date for such Adjustment Event event or, if none, immediately after the effective date of such Adjustment Eventevent. Such adjustment shall be made successively whenever such an Adjustment Event event occurs.

Adjustment for Change in Capital Stock. Subject The Conversion Price shall be subject to Section 8.1(b), adjustment from time to time in case the Company Corporation shall (i) pay declare a dividend on its outstanding shares of Common Stock in shares of Common Stock or make a distribution of shares of payable in Common Stock on its outstanding shares any class or series of Common Stockcapital stock of the Corporation other than the Series A Preferred, (ii) make a distribution on its outstanding shares of Common Stock in shares of its capital stock other than Common Stock, (iii) subdivide or reclassify its outstanding shares of Common Stock into a greater number of shares of Common Stockshares, (iviii) combine its outstanding shares of Common Stock into a smaller number of shares, (iv) make a distribution on its Common Stock in shares of its capital stock other than Common Stock, Stock or (v) issue, issue by reclassification of its Common Stock any shares of its capital stock. The Conversion Price in effect at the time of the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be proportionately reduced in the case of any increase in the number of shares of Common StockStock outstanding, other securities and increased in the case of the Company (including any such reclassification reduction in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”), then the number of Warrant Shares purchasable upon exercise shares of each Warrant immediately prior to the Adjustment Event shall be adjusted Common Stock outstanding, so that the Holder holder of each Warrant any Series A Preferred surrendered for conversion after such time shall be entitled to receive the kind and number of Warrant Shares shares of Common Stock that he or other securities of the Company which such Holder she would have owned or have been entitled to receive upon the happening of the Adjustment Event had such Warrant Series A Preferred been exercised in full converted into Common Stock immediately prior to such time and had such Common Stock received such dividend or other distribution or participated in such subdivision, combination or reclassification. Such adjustment shall be effective as of the happening record date for such dividend or distribution or the effective date of such Adjustment Event combination, subdivision or reclassification and shall be made successively whenever any record date with respect to such Adjustment Eventevent listed above shall occur. If after an adjustment a Holder is entitled to holder of Series A Preferred upon its conversion may receive shares of two or more classes of capital stock of the Company pursuant to Corporation, the foregoing sentence upon exercise Board of Warrants, Directors shall determine the allocation of the adjusted Exercise Conversion Price between such or among the classes of capital stock shall be determined reasonably and in good faith by the Board of Directors of the Companystock. After such allocation, the exercise privilege and Conversion Prices of the Exercise Price with respect to each class classes of capital stock shall thereafter be subject to adjustment on terms substantially identical comparable to those applicable to Common Stock herein in this Section 8. An adjustment made pursuant to this Section 8.1(a) shall become effective immediately after the record date for such Adjustment Event or, if none, immediately after the effective date of such Adjustment Event. Such adjustment shall be made successively whenever an Adjustment Event occurs5.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b), in case If the Company shall Company: (i1) pay pays a dividend or makes a distribution on its outstanding shares of Common Stock in shares of its Common Stock or make a distribution other capital stock of shares of Common Stock on the Company; (2) subdivides, combines or reclassifies its outstanding shares of Common Stock, ; or (ii3) make a distribution on makes distributions to any holder of its outstanding shares of Common Stock in shares or any Affiliate of its such holder of any rights, warrants or options to purchase Common Stock or other capital stock other than Common Stock, (iii) subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iv) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (v) issue, by reclassification of its shares of Common Stock, other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”), Company; then the number of Warrant Shares purchasable upon exercise of each Warrant Exercise Rate in effect immediately prior to the Adjustment Event such action shall be proportionately adjusted so that the Holder of each any Warrant shall be entitled to thereafter exercised may receive the aggregate number and kind and number of Warrant Shares or other securities shares of capital stock of the Company which such Holder would have owned or have been entitled to receive upon the happening of the Adjustment Event had immediately following such action if such Warrant had been exercised in full immediately prior to such action and the happening Exercise Price in effect immediately prior to such action shall be adjusted to a price determined by multiplying the Exercise Price in effect immediately prior to such action by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding before giving effect to such Adjustment Event or any action and the denominator of which shall be the number of shares of Common Stock and/or such other capital stock outstanding referred to in the foregoing clause (a)(1) after giving effect to such action. The adjustment shall become effective immediately after the record date with respect to such Adjustment Eventin the case of a dividend or distribution (the "Time of Determination") and immediately after the effective date in the case of a subdivision, combination or reclassification. If after an adjustment a Holder is entitled to of a Warrant upon exercise of it may receive shares of two or more classes of capital stock of the Company, the board of directors of the Company pursuant to the foregoing sentence upon exercise of Warrants, shall determine the allocation of the adjusted Exercise Price between such the classes of capital stock shall be determined reasonably and in good faith by the Board of Directors of the Companystock. After such allocation, the exercise privilege and the Exercise Price with respect to of each class of capital stock shall thereafter be subject to adjustment on terms substantially identical comparable to those applicable to Common Stock in this Section 8. An adjustment made pursuant to this Section 8.1(a) shall become effective immediately after the record date for such Adjustment Event or, if none, immediately after the effective date of such Adjustment Event10. Such adjustment shall be made successively whenever an Adjustment Event occursany event listed above shall occur.

Adjustment for Change in Capital Stock. Subject If on or after the date of this Warrant Agreement and prior to Section 8.1(b)the Expiration Date, in case the Company shall Company: (i1) pay pays a dividend or makes a distribution on its outstanding shares of the New Common Stock in shares of the New Common Stock or make a distribution of shares of Common Stock on Stock; (2) subdivides its outstanding shares of the New Common Stock, Stock into a greater number of shares; (ii3) make combines its outstanding shares of the New Common Stock into a smaller number of shares; (4) makes a distribution on its outstanding shares of the New Common Stock in shares of its capital stock other than the New Common Stock, ; or (iii5) subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iv) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (v) issue, issues by reclassification of its the New Common Stock any shares of Common Stockits capital stock, other securities then the Exercise Price and the number and kind of shares of capital stock of the Company (including any such reclassification in connection with a consolidation or merger in which issuable upon the Company is the surviving entity) (each, an “Adjustment Event”), then the number of Warrant Shares purchasable upon exercise of each a Warrant immediately prior to the Adjustment Event shall be proportionately adjusted so that the Holder holder of each any Warrant shall be entitled to thereafter exercised may receive the aggregate number and kind and number of Warrant Shares or other securities shares of capital stock of the Company which such Holder he would have owned or have been entitled to receive upon the happening of the Adjustment Event had immediately following such action if such Warrant had been exercised in full immediately prior to such action. The adjustment shall become effective immediately after the happening of such Adjustment Event or any record date with respect to such Adjustment Eventin the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. If after an adjustment a Holder is entitled to holder of a Warrant upon exercise may receive shares of two or more classes or series of capital stock of the Company, the Company pursuant to the foregoing sentence upon exercise of Warrants, shall determine the allocation of the adjusted Exercise Price between such the classes or series of capital stock shall be based on the relative fair market values (determined reasonably and in good faith by the Board of Directors of the Company) of such class or classes of capital stock. After such allocation, the exercise privilege and the Exercise Price with respect to of each class or series of capital stock shall thereafter again be subject to adjustment on the terms substantially identical to those applicable to the New Common Stock in this Section 8. An adjustment made pursuant to this Section 8.1(a) shall become effective immediately after the record date for such Adjustment Event or, if none, immediately after the effective date of such Adjustment Event12. Such adjustment shall be made successively whenever an Adjustment Event occursany event listed above shall occur.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b), in case If the Company shall Company: (i1) pay pays a dividend or makes a distribution on its outstanding shares of Common Stock in shares of its Common Stock or make a distribution other capital stock of shares of Common Stock on the Company; (2) subdivides, combines or reclassifies its outstanding shares of Common Stock, ; (ii3) make makes a distribution on to all holders of its outstanding shares Common Stock of rights, warrants or options to purchase Common Stock of the Company at a price per share less than the Current Market Value (as defined in Section 12(d)) at the Time of Determination (as defined below); and (4) makes distributions to stockholders of Common Stock of the Company or rights, warrants or options to purchase Common Stock of the Company; then the Exercise Rate in effect immediately prior to such action shall be proportionately adjusted so that the holder of any Warrant thereafter exercised may receive the aggregate number and kind of shares of its capital stock other than Common Stockof the Company which he would have owned immediately following such action if such Warrant had been exercised immediately prior to such action; provided, however, that notwithstanding the foregoing, upon the occurrence of an event described in any of paragraphs (1), (iii3) subdivide its outstanding shares or (4) above, which otherwise would have given rise to an adjustment, no adjustment shall be made if the Company includes the holders of Common Stock into a greater Warrants in such distribution pro rata to the number of shares of Common Stock, Stock issued and outstanding (iv) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (v) issue, by reclassification of its shares of Common Stock, other securities of after giving effect to the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”), then the number of Warrant Shares purchasable as if they were issued and outstanding). The adjustment shall become effective immediately after the record date in the case of a dividend or distribution (the "Time of Determination") and immediately after the effective date in the case of a subdivision, combination or reclassification. If after an adjustment a holder of a Warrant upon exercise of each Warrant immediately prior to the Adjustment Event shall be adjusted so that the Holder of each Warrant shall be entitled to receive the kind and number of Warrant Shares or other securities of the Company which such Holder would have owned or have been entitled to receive upon the happening of the Adjustment Event had such Warrant been exercised in full immediately prior to the happening of such Adjustment Event or any record date with respect to such Adjustment Event. If a Holder is entitled to it may receive shares of two or more classes of capital stock of the Company, the Board of Directors of the Company pursuant to the foregoing sentence upon exercise of Warrants, shall determine the allocation of the adjusted Exercise Price between such the classes of capital stock shall be determined reasonably and in good faith by the Board of Directors of the Companystock. After such allocation, the exercise privilege and the Exercise Price with respect to of each class of capital stock shall thereafter be subject to adjustment on terms substantially identical comparable to those applicable to Common Stock in this Section 8. An adjustment made pursuant to this Section 8.1(a) shall become effective immediately after the record date for such Adjustment Event or, if none, immediately after the effective date of such Adjustment EventSection. Such adjustment shall be made successively whenever an Adjustment Event occursany event listed above shall occur.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b), in case (A) If the Company shall (i) pay shall, at any time and from time to time while any shares of the Series B Preferred Stock are outstanding, issue a dividend on its outstanding shares of Common Stock in shares of Common Stock or make a distribution on its Common Stock payable in shares of its Common Stock to all or substantially all holders of its Common Stock, then the Conversion Price at the opening of business on the Ex-Dividend Date for such dividend or distribution will be adjusted by multiplying such Conversion Price by a fraction: (1) the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on its outstanding shares the Business Day immediately preceding such Ex-Dividend Date; and (2) the denominator of Common Stock, (ii) make a distribution on its outstanding which shall be the sum of the number of shares of Common Stock in outstanding at the close of business on the Business Day immediately preceding the Ex-Dividend Date for such dividend or distribution, plus the total number of shares of its capital stock Common Stock constituting such dividend or other than Common Stockdistribution. If any dividend or distribution of the type described in this SECTION 5(f)(i) is declared but not so paid or made, the Conversion Price shall again be adjusted to the Conversion Price which would then be in effect if such dividend or distribution had not been declared. Except as set forth in the preceding sentence, in no event shall the Conversion Price be increased pursuant to this SECTION 5(f)(i). (iiiB) If the Company shall, at any time or from time to time while any of the Series B Preferred Stock are outstanding, subdivide or reclassify its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iv) then the Conversion Price in effect at the opening of business on the day upon which such subdivision becomes effective shall be proportionately decreased, and conversely, if the Company shall, at any time or from time to time while any of the Series B Preferred Stock are outstanding, combine or reclassify its outstanding shares of Common Stock into a smaller number of shares of Common Stock, then the Conversion Price in effect at the opening of business on the day upon which such combination or (v) issuereclassification becomes effective shall be proportionately increased. In each such case, the Conversion Price shall be adjusted by reclassification multiplying such Conversion Price by a fraction, the numerator of its which shall be the number of shares of Common Stock, other securities Stock outstanding immediately prior to such subdivision or combination and the denominator of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”), then shall be the number of Warrant Shares purchasable upon exercise shares of each Warrant Common Stock outstanding immediately prior to the Adjustment Event shall be adjusted so that the Holder of each Warrant shall be entitled to receive the kind and number of Warrant Shares or other securities of the Company which such Holder would have owned or have been entitled to receive upon the happening of the Adjustment Event had such Warrant been exercised in full immediately prior to the happening of such Adjustment Event or any record date with respect after giving effect to such Adjustment Eventsubdivision, combination or reclassification. If a Holder is entitled to receive shares of two Such increase or more classes of capital stock of reduction, as the Company pursuant to the foregoing sentence upon exercise of Warrantscase may be, the allocation of the adjusted Exercise Price between such classes of capital stock shall be determined reasonably and in good faith by the Board of Directors of the Company. After such allocation, the exercise privilege and the Exercise Price with respect to each class of capital stock shall thereafter be subject to adjustment on terms substantially identical to those applicable to Common Stock in this Section 8. An adjustment made pursuant to this Section 8.1(a) shall become effective immediately after the record date for opening of business on the day upon which such Adjustment Event orsubdivision, if none, immediately after the effective date of such Adjustment Event. Such adjustment shall be made successively whenever an Adjustment Event occurscombination or reclassification becomes effective.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b)If, in case after the Company shall Issue Date, the Guarantor: (i1) pay pays a dividend on its outstanding shares of Common Stock in shares of Common Stock or make a distribution of shares of Common Stock on its outstanding shares of Common Stock, (ii) make makes a distribution on its outstanding shares of Common Stock in shares of its capital stock other than Common Stock, ; (iii2) subdivide subdivides its outstanding shares of Common Stock into a greater number of shares of Common Stock, shares; (iv3) combine combines its outstanding shares of Common Stock into a smaller number of shares; (4) pays a dividend or makes a distribution on its Common Stock in shares of its Capital Stock (other than Common Stock or rights, warrants or options for its Capital Stock, or ); or (v5) issue, issues by reclassification of its Common Stock any shares of Common its Capital Stock (other than rights, warrants or options for its Capital Stock, other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”), then the number of Warrant Shares purchasable upon exercise of each Warrant conversion privilege and the Conversion Rate in effect immediately prior to the Adjustment Event such action shall be adjusted so that the Holder of each Warrant shall be entitled to a LYON thereafter converted may receive the kind and number of Warrant Shares shares or other securities units of Capital Stock of the Company Guarantor which such Holder would have owned or have been entitled to receive upon immediately following such action if such Holder had converted the happening of the Adjustment Event had such Warrant been exercised in full LYON immediately prior to such action. The adjustment shall become effective retroactively immediately after the happening record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. If after an adjustment a Holder of a LYON upon conversion of such Adjustment Event or any record date with respect to such Adjustment Event. If a Holder is entitled to LYON may receive shares or other units of two or more classes or series of capital stock Capital Stock of the Company pursuant to the foregoing sentence upon exercise of WarrantsGuarantor, the allocation of the adjusted Exercise Price between such classes of capital stock shall be determined reasonably and in good faith by the Board of Directors of the Company. After such allocation, the exercise privilege and the Exercise Price with respect to each class of capital stock Conversion Rate shall thereafter be subject to adjustment upon the occurrence of an action taken with respect to any such class or series of Capital Stock as is contemplated by this Article Twelve with respect to the Common Stock, on terms substantially identical comparable to those applicable to Common Stock in this Section 8Article Twelve. An adjustment made pursuant to For the purposes of this Section 8.1(a) shall become effective immediately after the record date for such Adjustment Event or1206, if none, immediately after the effective date of such Adjustment Event. Such adjustment each Holder shall be made successively whenever an Adjustment Event occursdeemed to have failed to exercise any right to elect the kind or amount of securities receivable upon the payment of any such dividend, subdivision, combination, conversion or reclassification (provided that if the kind or amount of securities receivable upon such dividend, subdivision, combination, conversion or reclassification is not the same for each nonelecting share or other unit, then the kind and amount of property receivable upon such dividend, subdivision, combination, conversion, reclassification, consolidation, merger or share exchange for each nonelecting share shall be deemed to be the kind and amount so receivable per share or other unit by a plurality of the nonelecting shares or other units).

Adjustment for Change in Capital Stock. Subject to Section 8.1(b), in case If the Company shall Company: (i1) pay pays a dividend on or makes a distribution of its outstanding shares of Common Stock in shares of its Common Stock or make a distribution other capital stock of shares of Common Stock on the Company; (2) subdivides, combines or reclassifies its outstanding shares of Common Stock, ; or (ii3) make makes a distribution on to all holders of its outstanding shares of Common Stock in shares of its capital stock other than Common Stockrights, (iii) subdivide its outstanding shares of warrants or options to purchase Common Stock into a greater number of shares of Common Stock, (iv) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (v) issue, by reclassification of its shares of Common Stock, other securities of the Company at a price per share less than the Current Market Value (including any such reclassification as defined in connection with a consolidation or merger in which Section 12(e)) at the Company is the surviving entity) Time of Determination (each, an “Adjustment Event”as defined below), ; then the number of Warrant Shares purchasable upon exercise of each Warrant Exercise Rate in effect immediately prior to the Adjustment Event such action shall be proportionately adjusted so that the Holder of each any Warrant shall be entitled to thereafter exercised may receive the aggregate number and kind and number of Warrant Shares or other securities shares of capital stock of the Company which such Holder he would have owned or have been entitled to receive upon the happening of the Adjustment Event had immediately following such action if such Warrant had been exercised in full immediately prior to such action; provided, however, that notwithstanding the happening foregoing, upon the occurrence of an event described in any of paragraphs (1) and (3) above, which otherwise would have given rise to an adjustment, no adjustment shall be made if the Company includes the Holders of Warrants in such Adjustment Event or any distribution pro rata to the number of shares of Common Stock issued and outstanding (after giving effect to the Warrant Shares as if they were issued and outstanding). The adjustment shall become effective immediately after the record date with respect to such Adjustment Eventin the case of a dividend or distribution (the "Time of Determination") and immediately after the effective date in the case of a subdivision, combination or reclassification. If after an adjustment a Holder is entitled to of a Warrant upon exercise of it may receive shares of two or more classes of capital stock of the Company, the Board of Directors of the Company pursuant to the foregoing sentence upon exercise of Warrants, shall determine the allocation of the adjusted Exercise Price between such the classes of capital stock shall be determined reasonably and in good faith by the Board of Directors of the Companystock. After such allocation, the exercise privilege and the Exercise Price with respect to of each class of capital stock shall thereafter be subject to adjustment on terms substantially identical comparable to those applicable to Common Stock in this Section 8. An adjustment made pursuant to this Section 8.1(a) shall become effective immediately after the record date for such Adjustment Event or, if none, immediately after the effective date of such Adjustment EventSection. Such adjustment shall be made successively whenever an Adjustment Event occursany event listed above shall occur.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b)If, in case after the Company shall date of this Agreement, the Company: (i) pay a dividend on its outstanding shares subdivides any of Common Stock in shares of Common Stock or make a distribution of shares of Common Stock on its outstanding shares of Common Stock, (ii) make a distribution on its outstanding shares of Common Stock in shares of its capital stock other than Common Stock, (iii) subdivide its outstanding shares of Common Stock into a greater number of shares shares; (ii) combines any of Common Stock, (iv) combine its outstanding shares of Common Stock into a smaller number of shares; (iii) pays a dividend or makes a distribution on any of its Common Stock in shares of any of its Capital Stock (as defined below) (other than Common StockStock or rights, warrants or options for its Common Stock to the extent such issuance or distribution is covered by Section 5.03); or (viv) issue, issues by reclassification of any of its Common Stock any shares of Common any of its Capital Stock, other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”), ; then the number of Warrant Shares purchasable upon exercise of each Warrant Exercise Rate and Exercise Price in effect immediately prior to the Adjustment Event such action for each Warrant then outstanding shall be proportionately adjusted so that the Holder holder of each a Warrant shall be entitled to thereafter exercised may receive the kind and number of Warrant Shares or other securities shares of Capital Stock of the Company which such Holder holder would have owned immediately following such action if such holder had exercised the Warrant immediately prior to such action or have been entitled to receive upon the happening of the Adjustment Event had such Warrant been exercised in full immediately prior to the happening record date applicable thereto. With respect to the subdivisions, combinations or dividends and distributions described in Sections 5.01(a)(i), (ii) or (iii), the adjustment described in the immediately preceding sentence shall be effected as follows: the Exercise Price in effect immediately prior to such action shall be adjusted to a price determined by multiplying the Exercise Price in effect immediately prior to such action by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding before giving effect to such action and the denominator of which shall be the number of shares of Common Stock and/or such other capital stock outstanding referred to in the foregoing clause (a)(iii) after giving effect to such action, if any (regardless of whether the Warrants then outstanding are then exercisable and without giving effect to the Cashless Exercise option) and the Exercise Rate in effect immediately prior to such action shall be adjusted to a rate determined by multiplying the Exercise Rate in effect immediately prior to such action by the reciprocal of such Adjustment Event or fraction. If there are no outstanding shares of Capital Stock that are of the same class as the Shares at the time of any such action and such action has therefore been taken only in respect of the Shares, the adjustment shall relate to the Shares in their same form if it would not frustrate the intent and purposes of this Section 5.01. The adjustment shall become effective immediately after the record date with respect in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. In the event that such dividend or distribution is not so paid or made or such subdivision, combination or reclassification is not effected, the Exercise Rate and the Exercise Price shall again be adjusted to be the Exercise Rate and the Exercise Price which would then be in effect if such Adjustment Eventrecord date or effective date had not been so fixed. If after an adjustment a Holder is entitled to holder of a Warrant upon exercise of such Warrant may receive shares of two or more classes of capital stock of the Company pursuant to the foregoing sentence upon exercise of Warrants, the allocation of the adjusted Exercise Price between such classes of capital stock shall be determined reasonably and in good faith by the Board of Directors Capital Stock of the Company. After such allocation, the exercise privilege Exercise Rate and the Exercise Price with respect to each class of capital stock shall thereafter be subject to adjustment upon the occurrence of an action taken with respect to any such class of Capital Stock as is contemplated by this Article V with respect to the Common Stock, on terms substantially identical comparable to those applicable to Common Stock in this Section 8. An adjustment made pursuant to this Section 8.1(a) shall become effective immediately after the record date for such Adjustment Event or, if none, immediately after the effective date of such Adjustment Event. Article V. Such adjustment shall be made successively whenever an Adjustment Event occursany event listed above shall occur.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b), in case If the Company shall Company: -------------------------------------- (i) pay pays a dividend or makes a distribution on its Common Stock, in each case, in shares of its Common Stock; (ii) subdivides its outstanding shares of Common Stock in shares into a greater number of Common Stock or make a distribution of shares of Common Stock on shares; (iii) combines its outstanding shares of Common Stock, Stock into a smaller number of shares; (iiiv) make makes a distribution on its outstanding shares of Common Stock in shares of its capital stock other than Common Stock, (iii) subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iv) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or ; or (v) issue, issues by reclassification of its shares of Common Stock, other securities Stock any shares of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”), its capital stock; then the number and classes of Warrant Shares shares purchasable upon exercise of each Warrant in effect immediately prior to the Adjustment Event such action shall be adjusted so that the Holder holder of each any Warrant shall be entitled to thereafter exercised may receive the kind number and number classes of Warrant Shares or other securities shares of capital stock of the Company which such Holder holder would have owned or have been entitled to receive upon immediately following such action if such holder had exercised the happening of the Adjustment Event had such Warrant been exercised in full immediately prior to such action. For a dividend or distribution the happening of such Adjustment Event or any adjustment shall become effective immediately after the record date with respect to such Adjustment Eventfor the dividend or distribution. For a subdivision, combination or reclassification, the adjustment shall become effective immediately after the effective date of the subdivision, combination or reclassification. If after an adjustment the holder of a Holder is entitled to Warrant upon exercise of it may receive shares of two or more classes of capital stock of the Company, the Board of Directors of the Company pursuant to the foregoing sentence upon exercise of Warrants, shall in good faith determine the allocation of the adjusted Exercise Price between such or among the classes of capital stock shall be determined reasonably and in good faith by the Board of Directors of the Companystock. After such allocation, the exercise privilege and that portion of the Exercise Price with respect applicable to each share of each such class of capital stock shall thereafter be subject to adjustment on terms substantially identical comparable to those applicable to Common Stock in this Section 8Agreement. An adjustment made pursuant to Notwithstanding the allocation of the Exercise Price between or among shares of capital stock as provided by this Section 8.1(a) shall become effective immediately after 9(a), a Warrant may only be exercised in full by payment of the record date for such Adjustment Event or, if none, immediately after the effective date of such Adjustment Event. Such adjustment shall be made successively whenever an Adjustment Event occursentire Exercise Price currently in effect.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b)If, in case after the Company shall Closing Date, the Company: (i) pay pays a dividend or makes a distribution on any of its outstanding shares of Common Stock in shares of any of its Common Stock or make a distribution of shares of Common Stock on its outstanding shares of Common Stock, (other than any such dividend to the extent covered by Section 5.03); (ii) make a distribution on its outstanding shares subdivides any of Common Stock in shares of its capital stock other than Common Stock, (iii) subdivide its outstanding shares of Common Stock into a greater number of shares shares; (iii) combines any of Common Stock, (iv) combine its outstanding shares of Common Stock into a smaller number of shares; (iv) pays a dividend or makes a distribution on any of its Common Stock in shares of any of its Capital Stock (other than any such dividend of Common StockStock or rights, warrants, or options for its Common Stock to the extent covered by Section 5.03); or (v) issue, issues by reclassification of any of its Common Stock any shares of Common any of its Capital Stock, other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”), ; then the number of Warrant Shares purchasable upon exercise of each Warrant Exercise Rate in effect immediately prior to the Adjustment Event such action for each Warrant then outstanding shall be adjusted so that the Holder of each a Warrant shall be entitled to thereafter exercised may receive the kind and number of Warrant Shares or other securities shares of Capital Stock of the Company which such Holder would have owned immediately following such action if such Holder had exercised the Warrant immediately prior to such action or have been entitled to receive upon the happening of the Adjustment Event had such Warrant been exercised in full immediately prior to the happening record date applicable thereto, if any (regardless of whether the Warrants then outstanding are then exercisable and without giving effect to the Cashless Exercise option). The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. In the event that such dividend or distribution is not so paid or made or such subdivision, combination or reclassification is not effected, the Exercise Rate shall again be adjusted to be the Exercise Rate which would then be in effect if such record date or effective date had not been so fixed. If after an adjustment a Holder of a Warrant upon exercise of such Adjustment Event or any record date with respect to such Adjustment Event. If a Holder is entitled to Warrant may receive shares of two or more classes of capital stock of the Company pursuant to the foregoing sentence upon exercise of Warrants, the allocation of the adjusted Exercise Price between such classes of capital stock shall be determined reasonably and in good faith by the Board of Directors Capital Stock of the Company. After such allocation, the exercise privilege and the Exercise Price with respect to each class of capital stock Rate shall thereafter be subject to adjustment upon the occurrence of an action taken with respect to any such class of Capital Stock as is contemplated by this Article V with respect to the Common Stock, on terms substantially identical comparable to those applicable to Common Stock in this Section 8. An adjustment made pursuant to this Section 8.1(a) shall become effective immediately after the record date for such Adjustment Event or, if none, immediately after the effective date of such Adjustment Event. Such adjustment shall be made successively whenever an Adjustment Event occurs.Article V.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b), in case (A) If the Company shall (i) pay shall, at any time and from time to time while any shares of the Series C Preferred Stock are outstanding, issue a dividend on its outstanding shares of Common Stock in shares of Common Stock or make a distribution on its Common Stock payable in shares of its Common Stock to all or substantially all holders of its Common Stock, then the Conversion Price at the opening of business on the Ex-Dividend Date for such dividend or distribution will be adjusted by multiplying such Conversion Price by a fraction: (1) the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on its outstanding shares the Business Day immediately preceding such Ex-Dividend Date; and (2) the denominator of Common Stock, (ii) make a distribution on its outstanding which shall be the sum of the number of shares of Common Stock in outstanding at the close of business on the Business Day immediately preceding the Ex-Dividend Date for such dividend or distribution, plus the total number of shares of its capital stock Common Stock constituting such dividend or other than Common Stockdistribution. If any dividend or distribution of the type described in this SECTION 5(f)(i) is declared but not so paid or made, the Conversion Price shall again be adjusted to the Conversion Price which would then be in effect if such dividend or distribution had not been declared. Except as set forth in the preceding sentence, in no event shall the Conversion Price be increased pursuant to this SECTION 5(f)(i). (iiiB) If the Company shall, at any time or from time to time while any of the Series C Preferred Stock are outstanding, subdivide or reclassify its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iv) then the Conversion Price in effect at the opening of business on the day upon which such subdivision becomes effective shall be proportionately decreased, and conversely, if the Company shall, at any time or from time to time while any of the Series C Preferred Stock are outstanding, combine or reclassify its outstanding shares of Common Stock into a smaller number of shares of Common Stock, then the Conversion Price in effect at the opening of business on the day upon which such combination or (v) issuereclassification becomes effective shall be proportionately increased. In each such case, the Conversion Price shall be adjusted by reclassification multiplying such Conversion Price by a fraction, the numerator of its which shall be the number of shares of Common Stock, other securities Stock outstanding immediately prior to such subdivision or combination and the denominator of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”), then shall be the number of Warrant Shares purchasable upon exercise shares of each Warrant Common Stock outstanding immediately prior to the Adjustment Event shall be adjusted so that the Holder of each Warrant shall be entitled to receive the kind and number of Warrant Shares or other securities of the Company which such Holder would have owned or have been entitled to receive upon the happening of the Adjustment Event had such Warrant been exercised in full immediately prior to the happening of such Adjustment Event or any record date with respect after giving effect to such Adjustment Eventsubdivision, combination or reclassification. If a Holder is entitled to receive shares of two Such increase or more classes of capital stock of reduction, as the Company pursuant to the foregoing sentence upon exercise of Warrantscase may be, the allocation of the adjusted Exercise Price between such classes of capital stock shall be determined reasonably and in good faith by the Board of Directors of the Company. After such allocation, the exercise privilege and the Exercise Price with respect to each class of capital stock shall thereafter be subject to adjustment on terms substantially identical to those applicable to Common Stock in this Section 8. An adjustment made pursuant to this Section 8.1(a) shall become effective immediately after the record date for opening of business on the day upon which such Adjustment Event orsubdivision, if none, immediately after the effective date of such Adjustment Event. Such adjustment shall be made successively whenever an Adjustment Event occurscombination or reclassification becomes effective.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b), in case the Company shall If Holding: (i1) pay pays a dividend or makes a distribution on its Common Stock in shares of its Common Stock; (2) subdivides or reclassifies its outstanding shares of Common Stock in shares into a greater number of Common Stock shares; (3) combines or make a distribution of shares of Common Stock on reclassifies its outstanding shares of Common Stock, Stock into a smaller number of shares; (ii4) make makes a distribution on its outstanding shares of Common Stock in shares of its capital stock other than Common Stock, ; or (iii5) subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iv) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (v) issue, issues by reclassification of its Common Stock any shares of its capital stock (other than reclassifications arising solely as a result of a change in the par value or no par value of the Common Stock, other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”), ; then the number of Warrant Shares purchasable upon exercise of each Warrant Number in effect immediately prior to the Adjustment Event such action shall be proportionately adjusted so that the Holder holder of each any Warrant shall be entitled to thereafter exercised may receive the aggregate number and kind and number of Warrant Shares or other securities of the Company which such Holder would have owned or have been entitled to receive upon the happening of the Adjustment Event had such Warrant been exercised in full immediately prior to the happening of such Adjustment Event or any record date with respect to such Adjustment Event. If a Holder is entitled to receive shares of two or more classes of capital stock of the Company pursuant Holding which it would have owned immediately following such action if such Warrant had been exercised immediately prior to the foregoing sentence upon exercise of Warrants, the allocation of the adjusted Exercise Price between such classes of capital stock action. The adjustment shall be determined reasonably and in good faith by the Board as of Directors of the Company. After such allocation, the exercise privilege and the Exercise Price with respect to each class of capital stock shall thereafter be subject to adjustment on terms substantially identical to those applicable to Common Stock in this Section 8. An adjustment made pursuant to this Section 8.1(a) shall become effective immediately after the record date for such Adjustment Event or, if none, immediately after in the case of a dividend or distribution and upon the effective date in the case of a subdivision, combination or reclassification and shall be effective simultaneously with the consummation of any such Adjustment Eventaction. Such adjustment shall be made successively whenever any event listed above shall occur. If the occurrence of any event listed above results in an Adjustment Event occursadjustment under subsection (b) below or a distribution under Section 10 hereof, no further adjustment shall be made under this subsection (a). Holding shall not issue shares of Common Stock as a dividend or distribution on any class of capital stock other than Common Stock unless the Holders also receive such dividend or distribution on a ratable basis or the appropriate adjustment to the Warrant Number is made under this Section 9.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b), in case If the Company shall Company: --------------------------------------- (i) pay pays a dividend or makes a distribution on its Common Stock, in each case, in shares of its Common Stock; (ii) subdivides its outstanding shares of Common Stock in shares into a greater number of Common Stock or make a distribution of shares of Common Stock on shares; (iii) combines its outstanding shares of Common Stock, Stock into a smaller number of shares; (iiiv) make makes a distribution on its outstanding shares of Common Stock in shares of its capital stock other than Common Stock, (iii) subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iv) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or ; or (v) issue, issues by reclassification of its shares of Common Stock, other securities Stock any shares of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”), its capital stock; then the number and classes of Warrant Shares shares purchasable upon exercise of each Warrant in effect immediately prior to the Adjustment Event such action shall be adjusted so that the Holder holder of each any Warrant shall be entitled to thereafter exercised may receive the kind number and number classes of Warrant Shares or other securities shares of capital stock of the Company which such Holder holder would have owned or have been entitled to receive upon immediately following such action if such holder had exercised the happening of the Adjustment Event had such Warrant been exercised in full immediately prior to such action. For a dividend or distribution the happening of such Adjustment Event or any adjustment shall become effective immediately after the record date with respect to such Adjustment Eventfor the dividend or distribution. For a subdivision, combination or reclassification, the adjustment shall become effective immediately after the effective date of the subdivision, combination or reclassification. If after an adjustment the holder of a Holder is entitled to Warrant upon exercise of it may receive shares of two or more classes of capital stock of the Company, the Board of Directors of the Company pursuant to the foregoing sentence upon exercise of Warrants, shall in good faith determine the allocation of the adjusted Exercise Price between such or among the classes of capital stock shall be determined reasonably and in good faith by the Board of Directors of the Companystock. After such allocation, the exercise privilege and that portion of the Exercise Price with respect applicable to each share of each such class of capital stock shall thereafter be subject to adjustment on terms substantially identical comparable to those applicable to Common Stock in this Section 8Agreement. An adjustment made pursuant to Notwithstanding the allocation of the Exercise Price between or among shares of capital stock as provided by this Section 8.1(a) shall become effective immediately after 9, a Warrant may only be exercised in full by payment of the record date for such Adjustment Event or, if none, immediately after the effective date of such Adjustment Event. Such adjustment shall be made successively whenever an Adjustment Event occursentire Exercise Price currently in effect.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b)If Weekly Reader, in case the Company shall as applicable, (i) pay pays a dividend or makes a distribution on its outstanding shares of Common Stock common stock in shares of Common Stock or make a distribution of shares of Common Stock on its outstanding shares of Common Stock, (ii) make subdivides or splits its outstanding shares of common stock into a greater number of shares, (iii) combines its outstanding shares of common stock into a smaller number of shares, (iv) makes a distribution on its outstanding shares of Common Stock common stock in shares of its capital stock other than Common Stock, (iii) subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iv) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, common stock or (v) issue, issues by reclassification of its common stock any shares of Common Stock, other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”)its capital stock, then the number of Warrant Shares purchasable shares of Exchange Common Stock issuable upon exercise exchange of each Warrant Unit Common Stock, and the Exchange Ratio in effect, immediately prior to the Adjustment Event such action shall be proportionately adjusted so that the Holder holder of each Warrant any Unit Common Stock thereafter shall be entitled to receive the aggregate number and kind and number of Warrant Shares or other securities shares of the Company capital stock of Weekly Reader which such Holder he would have owned or have been entitled to receive upon the happening of the Adjustment Event had immediately following such Warrant action as he would have been exercised in full entitled to immediately prior to such action, PROVIDED, HOWEVER, that no adjustment shall be made for the happening issuance, on the date of such Adjustment Event or any this Agreement, of management options in effect on the date of this Agreement. The adjustment shall become effective immediately after the record date with respect to such Adjustment Eventin the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. If If, after an adjustment, a Holder is entitled to of Unit Common Stock may receive shares of two or more classes of capital stock of the Company pursuant to the foregoing sentence upon exercise of WarrantsWeekly Reader, Weekly Reader, as applicable, shall determine, in good faith, the allocation of between the adjusted Exercise Price between such classes of capital stock shall be determined reasonably and in good faith by the Board of Directors of the Companystock. After such allocation, the exercise privilege Exchange Ratio and the Exercise Price with respect to each class number of capital stock shares Exchange Common Stock, as applicable, shall thereafter be subject to adjustment on terms substantially identical comparable to those applicable to Common Stock common stock in this Section 8. An adjustment made pursuant to this Section 8.1(a) shall become effective immediately after the record date for such Adjustment Event or, if none, immediately after the effective date of such Adjustment Event9. Such adjustment shall be made successively whenever an Adjustment Event occursany event listed above shall occur.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b), in case If the Company shall Company: (i) pay pays a dividend or makes a distribution on its Common Stock, in each case, in shares of its Common Stock; (ii) subdivides its outstanding shares of Common Stock in shares into a greater number of Common Stock or make a distribution of shares of Common Stock on shares; (iii) combines its outstanding shares of Common Stock, Stock into a smaller number of shares; (iiiv) make makes a distribution on its outstanding shares of Common Stock in shares of its capital stock other than Common Stock, (iii) subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iv) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or ; or (v) issue, issues by reclassification of its shares of Common Stock, other securities Stock any shares of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity) (each, an “Adjustment Event”), its capital stock; then the number and classes of Warrant Shares shares purchasable upon exercise of each Warrant in effect immediately prior to the Adjustment Event such action shall be adjusted so that the Holder holder of each any Warrant shall be entitled to thereafter exercised may receive the kind number and number classes of Warrant Shares or other securities shares of capital stock of the Company which such Holder holder would have owned or have been entitled to receive upon immediately following such action if such holder had exercised the happening of the Adjustment Event had such Warrant been exercised in full immediately prior to such action. For a dividend or distribution the happening of such Adjustment Event or any adjustment shall become effective immediately after the record date with respect to such Adjustment Eventfor the dividend or distribution. For a subdivision, combination or reclassification, the adjustment shall become effective immediately after the effective date of the subdivision, combination or reclassification. If after an adjustment the Holder, upon exercise of a Holder is entitled to Warrant, may receive shares of two or more classes of capital stock of the Company, the Board of Directors of the Company pursuant to the foregoing sentence upon exercise of Warrants, shall in good faith determine the allocation of the adjusted Exercise Price between such or among the classes of capital stock shall be determined reasonably and in good faith by the Board of Directors of the Companystock. After such allocation, the exercise privilege and that portion of the Exercise Price with respect applicable to each share of each such class of capital stock shall thereafter be subject to adjustment on terms substantially identical comparable to those applicable to Common Stock in this Section 8Agreement. An adjustment made pursuant to Notwithstanding the allocation of the Exercise Price between or among shares of capital stock as provided by this Section 8.1(a) shall become effective immediately after 9(a), a Warrant may only be exercised in full by payment of the record date for such Adjustment Event or, if none, immediately after the effective date of such Adjustment Event. Such adjustment shall be made successively whenever an Adjustment Event occursentire Exercise Price currently in effect.

Adjustment for Change in Capital Stock. Subject to Section 8.1(b), in case If the Company shall Company: (i1) pay pays a dividend or makes a distribution on its outstanding shares of Common Stock in shares of its Common Stock or make a distribution other capital stock of shares of Common Stock on the Company; (2) subdivides, combines or reclassifies its outstanding shares of Common Stock, ; (ii3) make makes a distribution on to all Holders of its outstanding shares Common Stock of rights, warrants or options to purchase Common Stock of the Company at a price per share less than the Current Market Value (as defined in Section 12(d)) at the Time of Determination (as defined below); and (4) makes distributions to stockholders of Common Stock in shares of its capital stock other than Common Stock, (iii) subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iv) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (v) issue, by reclassification of its shares of Common Stock, other securities of the Company (including any such reclassification in connection with a consolidation or merger in which rights, warrants or options to purchase Common Stock of the Company is the surviving entity) (each, an “Adjustment Event”), Company; then the number of Warrant Shares purchasable upon exercise of each Warrant Exercise Rate in effect immediately prior to the Adjustment Event such action shall be proportionately adjusted so that the Holder of each any Warrant shall be entitled to thereafter exercised may receive the aggregate number and kind and number of Warrant Shares or other securities shares of capital stock of the Company which such Holder he would have owned or have been entitled to receive upon the happening of the Adjustment Event had immediately following such action if such Warrant had been exercised in full immediately prior to such action; provided, however, that notwithstanding the happening foregoing, upon the occurrence of an event described in any of paragraphs (1), (3) or (4) above, which otherwise would have given rise to an adjustment, no adjustment shall be made if the Company includes the Holders of Warrants in such Adjustment Event or any distribution pro rata to the number of shares of Common Stock issued and outstanding (after giving effect to the Warrant Shares as if they were issued and outstanding). The adjustment shall become effective immediately after the record date with respect to such Adjustment Eventin the case of a dividend or distribution (the "Time of Determination") and immediately after the effective date in the case of a subdivision, combination or reclassification. If after an adjustment a Holder is entitled to of a Warrant upon exercise of it may receive shares of two or more classes of capital stock of the Company, the Board of Directors of the Company pursuant to the foregoing sentence upon exercise of Warrants, shall determine the allocation of the adjusted Exercise Price between such the classes of capital stock shall be determined reasonably and in good faith by the Board of Directors of the Companystock. After such allocation, the exercise privilege and the Exercise Price with respect to of each class of capital stock shall thereafter be subject to adjustment on terms substantially identical comparable to those applicable to Common Stock in this Section 8. An adjustment made pursuant to this Section 8.1(a) shall become effective immediately after the record date for such Adjustment Event or, if none, immediately after the effective date of such Adjustment EventSection. Such adjustment shall be made successively whenever an Adjustment Event occursany event listed above shall occur.