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

Adjustment for Change in Capital Stock. (i) If the Company shall, at any time or from time to time, while this Warrant is outstanding, issue a dividend or make a distribution on its Common Stock (or Reference Property, to the extent applicable) payable in shares of its Common Stock (or Reference Property, to the extent applicable) to all holders of its Common Stock (or Reference Property, to the extent applicable), then, at the opening of business on the Ex-Dividend Date for such dividend or distribution: (1) The Exercise Price will be adjusted by multiplying such Exercise Price by a fraction: (A) the numerator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding at the close of business on the Business Day immediately preceding such Ex-Dividend Date; and (B) the denominator of which shall be the sum of the number of shares of Common Stock (or Reference Property, to the extent applicable) 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 Common Stock (or Reference Property, to the extent applicable) constituting such dividend or other distribution; and (2) The number of Warrant Shares will be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price immediately prior to the adjustment pursuant to Section 10(a)(i)(1) and (B) 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 shall again be adjusted to the Exercise 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 Exercise Price be increased or the number of Warrant Shares be decreased pursuant to this Section 10(a)(i). (ii) 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 (or Reference Property, to the extent applicable) into a greater number of shares of Common Stock (or Reference Property, to the extent applicable), 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 (or Reference Property, to the extent applicable) into a smaller number of shares of Common Stock (or Reference Property, to the extent applicable), 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: (1) The Exercise Price shall be adjusted by multiplying such Exercise Price by a fraction, the numerator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding immediately prior to such subdivision or combination and the denominator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding immediately after giving effect to such subdivision, combination or reclassification; and (2) The number of Warrant Shares will be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price immediately prior to the adjustment pursuant to Section 10(a)(ii)(1) and (B) the denominator of which shall be the Exercise Price immediately after such adjustment.

Adjustment for Change in Capital Stock. If, after the Issue Date of the Warrant, the Company: (ia) If the Company shall, at any time or from time to time, while this Warrant is outstanding, issue pays a dividend or make makes a distribution on its Common Stock (or Reference Property, to the extent applicable) payable exclusively in shares of its Common Stock on all or substantially all shares of the Company's Common Stock; (b) subdivides the outstanding shares of Common Stock into a greater number of shares; or (c) combines the outstanding shares of Common Stock into a smaller number of shares; then the Exercise Price will be decreased (or Reference Property, increased with respect to the extent applicablean event in clause (c)) to all holders of its Common Stock (or Reference Property, to the extent applicable), then, at the opening of business based on the Ex-Dividend Date following formula: where, R' = the Exercise Price in effect immediately after the Open of Business on the record date for such dividend or distribution: (1) The , or immediately after the Open of Business on the effective date of such subdivision or combination, as the case may be; R = the Exercise Price will be adjusted by multiplying in effect immediately prior to the Open of Business on the record date for such Exercise Price by a fraction: (A) dividend or distribution, or immediately prior to the numerator Open of which shall be Business on the effective date of such subdivision or combination, as the case may be; OS'= the number of shares of Common Stock (or Reference Property, outstanding immediately prior to the extent applicable) outstanding at the close Open of business Business on the record date for such dividend or distribution, or immediately prior to the Open of Business Day immediately preceding on the effective date of such Ex-Dividend Datesubdivision or combination, as the case may be; and (B) the denominator of which shall be the sum of OS = the number of shares of Common Stock (or Reference Property, to outstanding immediately after the extent applicable) outstanding at the close Open of business Business on the Business Day immediately preceding the Ex-Dividend Date record date for such dividend or distribution, plus or immediately after the total number Open of shares Business on the effective date of Common Stock (such subdivision or Reference Propertycombination, to as the extent applicable) constituting case may be. Such adjustment shall become effective immediately after the Open of Business on the record date for such dividend or other distribution; and (2) The number of Warrant Shares will be adjusted by multiplying , or the effective date for such number by a fraction: (A) subdivision or combination, as the numerator of which shall be the Exercise Price immediately prior to the adjustment pursuant to Section 10(a)(i)(1) and (B) the denominator of which shall be the Exercise Price immediately after such adjustmentcase may be. If any dividend or distribution of the type described in this Section 10(a)(i) 2.1 is declared but not so paid or made, or the outstanding shares of Common Stock are not split or combined, as the case may be, the Exercise Price shall again be adjusted immediately readjusted, effective as of the date the Company's board of directors or a duly appointed committee thereof (the “Board of Directors”) determines not to pay such dividend or distribution, or split or combine the outstanding shares of Common Stock, as the case may be, to the Exercise Price which that would then be in effect if such dividend dividend, distribution, share split or distribution share combination had not been declared. Except as set forth in the preceding sentence, in no event shall the Exercise Price be increased declared or the number of Warrant Shares be decreased pursuant to this Section 10(a)(i)announced. (ii) 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 (or Reference Property, to the extent applicable) into a greater number of shares of Common Stock (or Reference Property, to the extent applicable), 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 (or Reference Property, to the extent applicable) into a smaller number of shares of Common Stock (or Reference Property, to the extent applicable), 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: (1) The Exercise Price shall be adjusted by multiplying such Exercise Price by a fraction, the numerator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding immediately prior to such subdivision or combination and the denominator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding immediately after giving effect to such subdivision, combination or reclassification; and (2) The number of Warrant Shares will be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price immediately prior to the adjustment pursuant to Section 10(a)(ii)(1) and (B) the denominator of which shall be the Exercise Price immediately after such adjustment.

Adjustment for Change in Capital Stock. (ia) If the Company shall, at any time or and from time to time, time while this Warrant is any of the Notes are outstanding, issue a dividend dividends or make a distribution distributions on its Common Stock (or Reference Property, to the extent applicable) payable in shares of its Common Stock (or Reference PropertyStock, to then the extent applicable) to all holders of its Common Stock (or Reference Property, to Conversion Rate shall be increased so that the extent applicable), then, same shall equal the rate determined by multiplying the Conversion Rate in effect at the opening of business on the Ex-Dividend Date for such dividend or distributiondistribution by a fraction: (1) The Exercise Price will be adjusted by multiplying such Exercise Price by a fraction: (Ai) the numerator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding at the close of business on the Business Day immediately preceding such Ex-Dividend Date; and (B) the denominator of which shall be the sum of the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding at the close Close of business Business on the Business Day immediately preceding the Ex-Dividend Date for such dividend or distribution, plus the total number of shares of Common Stock (or Reference Property, to the extent applicable) constituting such dividend or other distribution; and (2) The number of Warrant Shares will be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price immediately prior to the adjustment pursuant to Section 10(a)(i)(1) and (Bii) the denominator of which shall be the Exercise Price number of shares of Common Stock outstanding at the Close of Business on the Business Day immediately after preceding such adjustmentEx-Date. If any dividend or distribution of the type described in this Section 10(a)(i) 10.06 is declared but not so paid or made, the Exercise Price Conversion Rate shall again be adjusted to the Exercise Price 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 In no event shall the Exercise Price be increased or the number of Warrant Shares Conversion Rate be decreased pursuant to this Section 10(a)(i)10.06. (iib) If the Company shall, at any time or from time to time while this Warrant is any of the Notes are outstanding, subdivide or reclassify its outstanding shares of Common Stock (or Reference Property, to the extent applicable) into a greater number of shares of Common Stock (or Reference Property, to the extent applicable)Stock, then the Exercise Price Conversion Rate in effect at the opening of business on the day upon which such subdivision or reclassification becomes effective shall be proportionately decreasedincreased, and conversely, if the Company shall, at any time or from time to time while this Warrant is any of the Notes are outstanding, combine or reclassify its outstanding shares of Common Stock (or Reference Property, to the extent applicable) into a smaller number of shares of Common Stock (or Reference Property, to the extent applicable)Stock, then the Exercise Price Conversion Rate in effect at the opening of business on the day upon which such combination or reclassification becomes effective shall be proportionately increaseddecreased. In each such case, the Conversion Rate shall be adjusted by multiplying such Conversion Rate by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately after giving effect to such subdivision, combination or reclassification and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such subdivision, combination or reclassification. Such increase or reduction (solely in the case of any combination or reclassification of outstanding shares of Common Stock into a smaller number of shares of Common Stock), as the case may be, shall become effective immediately after the opening of business on the day upon which such subdivision, combination or reclassification becomes effective: (1) The Exercise Price shall be adjusted by multiplying such Exercise Price by a fraction, the numerator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding immediately prior to such subdivision or combination and the denominator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding immediately after giving effect to such subdivision, combination or reclassification; and (2) The number of Warrant Shares will be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price immediately prior to the adjustment pursuant to Section 10(a)(ii)(1) and (B) the denominator of which shall be the Exercise Price immediately after such adjustment.

Adjustment for Change in Capital Stock. (ia) If the Company shall, at any time or and from time to time, time while this Warrant is any of the Notes are outstanding, issue a dividend or make a distribution on its Common Stock (or Reference Property, to the extent applicable) payable in shares of its Common Stock (to all or Reference Property, to the extent applicable) to substantially all holders of its Common Stock (or Reference PropertyStock, to then the extent applicable), then, Conversion Rate at the opening of business on the Ex-Dividend Date for such dividend or distribution: (1) The Exercise Price distribution will be adjusted by multiplying such Exercise Price Conversion Rate by a fraction: : (Ai) the numerator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding at the close of business on the Business Day immediately preceding such Ex-Dividend Date; and (B) the denominator of which shall be the sum of the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding at the close Close of business Business on the Business Day immediately preceding the Ex-Dividend Date for such dividend or distribution, plus the total number of shares of Common Stock (or Reference Property, to the extent applicable) constituting such dividend or other distribution; and (2) The number of Warrant Shares will be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price immediately prior to the adjustment pursuant to Section 10(a)(i)(1) and (Bii) the denominator of which shall be the Exercise Price number of shares of Common Stock outstanding at the close of business on the Business Day immediately after preceding such adjustmentEx-Dividend Date. If any dividend or distribution of the type described in this Section 10(a)(i10.06(a) is declared but not so paid or made, the Exercise Price Conversion Rate shall again be adjusted to the Exercise Price 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 Exercise Price be increased or the number of Warrant Shares Conversion Rate be decreased pursuant to this Section 10(a)(i10.06(a). (iib) If the Company shall, at any time or from time to time while this Warrant is any of the Notes are outstanding, subdivide or reclassify its outstanding shares of Common Stock (or Reference Property, to the extent applicable) into a greater number of shares of Common Stock (or Reference Property, to the extent applicable)Stock, then the Exercise Price Conversion Rate in effect at the opening of business on the day upon which such subdivision becomes effective shall be proportionately decreasedincreased, and conversely, if the Company shall, at any time or from time to time while this Warrant is any of the Notes are outstanding, combine or reclassify its outstanding shares of Common Stock (or Reference Property, to the extent applicable) into a smaller number of shares of Common Stock (or Reference Property, to the extent applicable)Stock, then the Exercise Price Conversion Rate in effect at the opening of business on the day upon which such combination or reclassification becomes effective shall be proportionately increaseddecreased. In each such case, the Conversion Rate shall be adjusted by multiplying such Conversion Rate by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately after giving effect to such subdivision, combination or reclassification and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such subdivision or combination. Such increase or reduction, as the case may be, shall become effective immediately after the opening of business on the day upon which such subdivision, combination or reclassification becomes effective: (1) The Exercise Price shall be adjusted by multiplying such Exercise Price by a fraction, the numerator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding immediately prior to such subdivision or combination and the denominator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding immediately after giving effect to such subdivision, combination or reclassification; and (2) The number of Warrant Shares will be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price immediately prior to the adjustment pursuant to Section 10(a)(ii)(1) and (B) the denominator of which shall be the Exercise Price immediately after such adjustment.

Adjustment for Change in Capital Stock. (ia) If the Company shall, at any time or and from time to time, time while this Warrant is any of the Notes are outstanding, issue a dividend or make makes a distribution on its Common Stock (or Reference Property, to the extent applicable) payable in shares of its Common Stock (or Reference PropertyStock, to then the extent applicable) to all holders of its Common Stock (or Reference Property, to the extent applicable), then, Conversion Rate at the opening of business on the Ex-Dividend Date for such dividend or distribution: (1) The Exercise Price distribution will be adjusted by multiplying such Exercise Price Conversion Rate by a fraction: : (Ai) the numerator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding at the close of business on the Business Day immediately preceding such Ex-Dividend Date; and (B) the denominator of which shall be the sum of the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding at the close Close of business Business on the Business Day immediately preceding the Ex-Dividend Date for such dividend or distribution, plus the total number of shares of Common Stock (or Reference Property, to the extent applicable) constituting such dividend or other distribution; and (2) The number of Warrant Shares will be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price immediately prior to the adjustment pursuant to Section 10(a)(i)(1) and (Bii) the denominator of which shall be the Exercise Price number of shares of Common Stock outstanding at the close of business on the Business Day immediately after preceding such adjustmentEx-Dividend Date. If any dividend or distribution of the type described in this Section 10(a)(i10.06(a) is declared but not so paid or made, the Exercise Price Conversion Rate shall again be adjusted to the Exercise Price 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 Exercise Price be increased or the number of Warrant Shares Conversion Rate be decreased pursuant to this Section 10(a)(i10.06(a). (iib) If the Company shall, at any time or from time to time while this Warrant is any of the Notes are outstanding, subdivide or reclassify its outstanding shares of Common Stock (or Reference Property, to the extent applicable) into a greater number of shares of Common Stock (or Reference Property, to the extent applicable)Stock, then the Exercise Price Conversion Rate in effect at the opening of business on the day upon which such subdivision becomes effective shall be proportionately decreasedincreased, and conversely, if the Company shall, at any time or from time to time while this Warrant is any of the Notes are outstanding, combine or reclassify its outstanding shares of Common Stock (or Reference Property, to the extent applicable) into a smaller number of shares of Common Stock (or Reference Property, to the extent applicable)Stock, then the Exercise Price Conversion Rate in effect at the opening of business on the day upon which such combination or reclassification becomes effective shall be proportionately increaseddecreased. In each such case, the Conversion Rate shall be adjusted by multiplying such Conversion Rate by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately after giving effect to such subdivision, combination or reclassification and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such subdivision or combination. Such increase or reduction, as the case may be, shall become effective immediately after the opening of business on the day upon which such subdivision, combination or reclassification becomes effective: (1) The Exercise Price shall be adjusted by multiplying such Exercise Price by a fraction, the numerator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding immediately prior to such subdivision or combination and the denominator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding immediately after giving effect to such subdivision, combination or reclassification; and (2) The number of Warrant Shares will be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price immediately prior to the adjustment pursuant to Section 10(a)(ii)(1) and (B) the denominator of which shall be the Exercise Price immediately after such adjustment.

Adjustment for Change in Capital Stock. (ia) If the Company shall, at any time or and from time to time, time while this Warrant is any of the Notes are outstanding, issue a dividend or make a distribution on its Common Stock (or Reference Property, to the extent applicable) payable in shares of its Common Stock (or Reference Property, to the extent applicable) to all holders of its Common Stock (or Reference PropertyStock, to then the extent applicable), then, Conversion Rate at the opening of business on the Ex-Dividend Date for such dividend or distribution: (1) The Exercise Price distribution will be adjusted by multiplying such Exercise Price Conversion Rate by a fraction: : (Ai) the numerator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding at the close of business on the Business Day immediately preceding such Ex-Dividend Date; and (B) the denominator of which shall be the sum of the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding at the close Close of business Business on the Business Day immediately preceding the Ex-Dividend Date for such dividend or distribution, plus the total number of shares of Common Stock (or Reference Property, to the extent applicable) constituting such dividend or other distribution; and (2) The number of Warrant Shares will be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price immediately prior to the adjustment pursuant to Section 10(a)(i)(1) and (Bii) the denominator of which shall be the Exercise Price number of shares of Common Stock outstanding at the close of business on the Business Day immediately after preceding such adjustmentEx-Dividend Date. If any dividend or distribution of the type described in this Section 10(a)(i10.06(a) is declared but not so paid or made, the Exercise Price Conversion Rate shall again be adjusted to the Exercise Price 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 Exercise Price be increased or the number of Warrant Shares Conversion Rate be decreased pursuant to this Section 10(a)(i10.06(a). (iib) If the Company shall, at any time or from time to time while this Warrant is any of the Notes are outstanding, subdivide or reclassify its outstanding shares of Common Stock (or Reference Property, to the extent applicable) into a greater number of shares of Common Stock (or Reference Property, to the extent applicable)Stock, then the Exercise Price Conversion Rate in effect at the opening of business on the day upon which such subdivision becomes effective shall be proportionately decreasedincreased, and conversely, if the Company shall, at any time or from time to time while this Warrant is any of the Notes are outstanding, combine or reclassify its outstanding shares of Common Stock (or Reference Property, to the extent applicable) into a smaller number of shares of Common Stock (or Reference Property, to the extent applicable)Stock, then the Exercise Price Conversion Rate in effect at the opening of business on the day upon which such combination or reclassification becomes effective shall be proportionately increaseddecreased. In each such case, the Conversion Rate shall be adjusted by multiplying such Conversion Rate by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately after giving effect to such subdivision, combination or reclassification and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such subdivision or combination. Such increase or reduction, as the case may be, shall become effective immediately after the opening of business on the day upon which such subdivision, combination or reclassification becomes effective: (1) The Exercise Price shall be adjusted by multiplying such Exercise Price by a fraction, the numerator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding immediately prior to such subdivision or combination and the denominator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding immediately after giving effect to such subdivision, combination or reclassification; and (2) The number of Warrant Shares will be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price immediately prior to the adjustment pursuant to Section 10(a)(ii)(1) and (B) the denominator of which shall be the Exercise Price immediately after such adjustment.

Adjustment for Change in Capital Stock. If, after the Issue Date of the Notes, the Company: (ia) If the Company shall, at any time or from time to time, while this Warrant is outstanding, issue pays a dividend or make makes a distribution on its Common Stock (or Reference Property, to the extent applicable) payable exclusively in shares of its Common Stock on all or substantially all shares of the Common Stock; (or Reference Property, to b) subdivides the extent applicable) to all holders outstanding shares of its Common Stock into a greater number of shares; or (or Reference Propertyc) combines the outstanding shares of Common Stock into a smaller number of shares; then the Conversion Rate will be adjusted based on the following formula: where, to R’ = the extent applicable), then, at Conversion Rate in effect immediately after the opening Open of business Business on the Ex-Dividend Date for such dividend or distribution: (1) The Exercise Price will be adjusted by multiplying , or immediately after the Open of Business on the effective date of such Exercise Price by a fraction: (A) subdivision or combination, as the numerator of which shall be case may be; R = the number of shares of Common Stock (or Reference Property, Conversion Rate in effect immediately prior to the extent applicable) outstanding at the close Open of business Business on the Business Day immediately preceding such Ex-Dividend Date; and (B) the denominator of which shall be the sum of the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding at the close of business on the Business Day immediately preceding the Ex-Dividend Date for such dividend or distribution, plus or immediately prior to the total Open of Business on the effective date of such subdivision or combination, as the case may be; OS’ = the number of shares of Common Stock (or Reference Property, to the extent applicable) constituting such dividend or other distribution; and (2) The number of Warrant Shares will be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price outstanding immediately prior to the adjustment pursuant Open of Business on the Ex-Dividend Date for such dividend or distribution, or immediately prior to Section 10(a)(i)(1) the Open of Business on the effective date of such subdivision or combination, as the case may be; and (B) OS = the denominator number of which shall be the Exercise Price shares of Common Stock outstanding immediately after such adjustmentdividend or distribution, or immediately after the effective date of such subdivision or combination, as the case may be. Such adjustment shall become effective immediately after the Open of Business on the Ex-Dividend Date for such dividend or distribution, or the effective date for such subdivision or combination. If any dividend or distribution of the type described in this Section 10(a)(i) 4.06 is declared but not so paid or made, or the Exercise Price outstanding shares of Common Stock are not split or combined, as the case may be, the Conversion Rate shall again be adjusted immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or split or combine the outstanding shares of Common Stock, as the case may be, to the Exercise Price which Conversion Rate that would then be in effect if such dividend dividend, distribution, share split or distribution share combination had not been declared. Except as set forth in the preceding sentence, in no event shall the Exercise Price be increased declared or the number of Warrant Shares be decreased pursuant to this Section 10(a)(i)announced. (ii) 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 (or Reference Property, to the extent applicable) into a greater number of shares of Common Stock (or Reference Property, to the extent applicable), 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 (or Reference Property, to the extent applicable) into a smaller number of shares of Common Stock (or Reference Property, to the extent applicable), 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: (1) The Exercise Price shall be adjusted by multiplying such Exercise Price by a fraction, the numerator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding immediately prior to such subdivision or combination and the denominator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding immediately after giving effect to such subdivision, combination or reclassification; and (2) The number of Warrant Shares will be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price immediately prior to the adjustment pursuant to Section 10(a)(ii)(1) and (B) the denominator of which shall be the Exercise Price immediately after such adjustment.

Adjustment for Change in Capital Stock. If, after the date hereof, the -------------------------------------- Company: (i) If the Company shall, at any time or from time to time, while this Warrant is outstanding, issue pays a dividend or make makes a distribution on its Common Stock (or Reference Property, to the extent applicable) payable in shares of its Common Stock; (ii) subdivides 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) pays a dividend or makes a distribution on its Common Stock in shares of its Capital Stock (as defined below) (other than Common Stock or Reference Propertyrights, warrants, or options for its Common Stock to the extent applicablesuch issuance or distribution is covered by this Section 3); or (v) to all holders issues by reclassification of its Common Stock any shares of its Capital Stock (other than rights, warrants or Reference Property, options for its Common Stock); then the Exercise Rate in effect immediately prior to the extent applicable), then, at the opening of business on the Ex-Dividend Date for such dividend or distribution: (1) The Exercise Price will action shall be adjusted by multiplying such Exercise Price by a fraction: (A) that the numerator Holder of which shall be this Warrant thereafter exercised may receive the number of shares of Common Capital Stock (of the Company which such Holder would have owned immediately following ch action if such Holder had exercised this Warrant immediately prior to such action or Reference Property, mediates prior to the extent applicable) outstanding at record date applicable thereto, if any. The adjustment shall become effective immediately after the close record date in the case of business on a dividend or distribution and immediately after the Business Day immediately preceding such Ex-Dividend Date; and (B) effective date in the denominator case of which shall be a subdivision, combination or reclassification. In the sum of the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding at the close of business on the Business Day immediately preceding the Ex-Dividend Date for event that such dividend or distribution, plus the total number of shares of Common Stock (or Reference Property, to the extent applicable) constituting such dividend or other distribution; and (2) The number of Warrant Shares will be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price immediately prior to the adjustment pursuant to Section 10(a)(i)(1) and (B) 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 mademade or such subdivision, combination or reclassification is not effected, the Exercise Price exercise Rate shall again be adjusted to be the Exercise Price Rate which would then be in effect if such dividend record date or distribution effective date had not been declaredso fixed. Except as set forth in If after an adjustment the preceding sentenceHolder of this Warrant upon exercise of such Warrant may receive shares of two or more classes of Capital Stock of the Company, in no event shall the Exercise Price Rate hall thereafter be increased or subject to adjustment upon the number occurrence of Warrant Shares be decreased pursuant an action taken with respect to ny such class of Capital Stock as is contemplated by this Section 10(a)(i). (ii) If 3 with respect to the Company shallCommon Stock, at any time or from time on terms comparable to time while this Warrant is outstanding, subdivide or reclassify its outstanding shares of those applicable to Common Stock (or Reference Property, to the extent applicable) into a greater number of shares of Common Stock (or Reference Property, to the extent applicable), 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 (or Reference Property, to the extent applicable) into a smaller number of shares of Common Stock (or Reference Property, to the extent applicable), 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: (1) The Exercise Price shall be adjusted by multiplying such Exercise Price by a fraction, the numerator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding immediately prior to such subdivision or combination and the denominator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding immediately after giving effect to such subdivision, combination or reclassification; and (2) The number of Warrant Shares will be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price immediately prior to the adjustment pursuant to Section 10(a)(ii)(1) and (B) the denominator of which shall be the Exercise Price immediately after such adjustment3.

Adjustment for Change in Capital Stock. (ia) If the Company shall, at any time or and from time to time, time while this Warrant is any of the Notes are outstanding, issue a dividend dividends or make a distribution distributions on its Common Stock (or Reference Property, to the extent applicable) payable in shares of its Common Stock (or Reference PropertyStock, to then the extent applicable) to all holders of its Common Stock (or Reference Property, to Conversion Rate shall be increased so that the extent applicable), then, same shall equal the rate determined by multiplying the Conversion Rate in effect at the opening of business on the Ex-Dividend Date for such dividend or distributiondistribution by a fraction: (1) The Exercise Price will be adjusted by multiplying such Exercise Price by a fraction: (Ai) the numerator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding at the close of business on the Business Day immediately preceding such Ex-Dividend Date; and (B) the denominator of which shall be the sum of the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding at the close Close of business Business on the Business Day immediately preceding the Ex-Dividend Date for such dividend or distribution, plus the total number of shares of Common Stock (or Reference Property, to the extent applicable) constituting such dividend or other distribution; and (2) The number of Warrant Shares will be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price immediately prior to the adjustment pursuant to Section 10(a)(i)(1) and (Bii) the denominator of which shall be the Exercise Price number of shares of Common Stock outstanding at the Close of Business on the Business Day immediately preceding such Ex-Date. Such adjustment shall become effective immediately after the opening of business on the Ex-Date for such adjustmentdistribution. If any dividend or distribution of the type described in this Section 10(a)(i10.06(a) is declared but not so paid or made, the Exercise Price Conversion Rate shall again be adjusted to the Exercise Price 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 In no event shall the Exercise Price be increased or the number of Warrant Shares Conversion Rate be decreased pursuant to this Section 10(a)(i10.06(a). (iib) If the Company shall, at any time or from time to time while this Warrant is any of the Notes are outstanding, subdivide or reclassify its outstanding shares of Common Stock (or Reference Property, to the extent applicable) into a greater number of shares of Common Stock (or Reference Property, to the extent applicable)Stock, then the Exercise Price Conversion Rate in effect at the opening of business on the day upon which such subdivision or reclassification becomes effective shall be proportionately decreasedincreased, and conversely, if the Company shall, at any time or from time to time while this Warrant is any of the Notes are outstanding, combine or reclassify its outstanding shares of Common Stock (or Reference Property, to the extent applicable) into a smaller number of shares of Common Stock (or Reference Property, to the extent applicable)Stock, then the Exercise Price Conversion Rate in effect at the opening of business on the day upon which such combination or reclassification becomes effective shall be proportionately increaseddecreased. In each such case, the Conversion Rate shall be adjusted by multiplying such Conversion Rate by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately after giving effect to such subdivision, combination or reclassification and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such subdivision, combination or reclassification. Such increase or reduction (solely in the case of any combination or reclassification of outstanding shares of Common Stock into a smaller number of shares of Common Stock), as the case may be, shall become effective immediately after the opening of business on the day upon which such subdivision, combination or reclassification becomes effective: (1) The Exercise Price shall be adjusted by multiplying such Exercise Price by a fraction, the numerator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding immediately prior to such subdivision or combination and the denominator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding immediately after giving effect to such subdivision, combination or reclassification; and (2) The number of Warrant Shares will be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price immediately prior to the adjustment pursuant to Section 10(a)(ii)(1) and (B) the denominator of which shall be the Exercise Price immediately after such adjustment.

Adjustment for Change in Capital Stock. If, after the Issue Date, -------------------------------------- the Company: (i) If the Company shall, at any time or from time to time, while this Warrant is outstanding, issue pays a dividend or make makes a distribution on shares of any class or series of its Common Stock (or Reference Property, to the extent applicable) payable in shares of its Common Stock (or Reference Propertyof the Company, except to the extent applicableany such dividend or distribution results in the grant, issuance, sale or making of Distribution Rights or a Distribution pursuant to Section 12(c); (ii) to all holders subdivides or splits any of its outstanding shares of any class or series of Common Stock into a greater number of shares; (iii) combines any of its outstanding shares of any class or series of Common Stock into a smaller number of shares; or (iv) issues by reclassification of any class or series of its Common Stock (or Reference Property, any shares of any of its Capital Stock; then the Exercise Rate in effect immediately prior to the extent applicable), then, at the opening of business on the Ex-Dividend Date such action for such dividend or distribution: (1) The Exercise Price will each Warrant then outstanding shall be adjusted by multiplying the Exercise Rate in effect immediately prior to such Exercise Price action by a fraction: fraction (A) the numerator of which shall be the number of shares of all classes or series of Common Stock (or Reference Property, to the extent applicable) outstanding at the close of business on the Business Day immediately preceding after such Ex-Dividend Date; action and (B) the denominator of which shall be the sum of the number of shares of all classes or series of Common Stock outstanding immediately prior to such action or the record date applicable to such action, if any (or Reference Property, regardless of whether the Warrants then outstanding are then exercisable and without giving effect to the extent applicable) outstanding at Cashless Exercise option). The adjustment shall become effective immediately after the close record date in the case of business on a dividend or distribution and immediately after the Business Day immediately preceding effective date in the Ex-Dividend Date for case of a subdivision, combination or reclassification. In the event that such dividend or distribution, plus the total number of shares of Common Stock (or Reference Property, to the extent applicable) constituting such dividend or other distribution; and (2) The number of Warrant Shares will be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price immediately prior to the adjustment pursuant to Section 10(a)(i)(1) and (B) 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 mademade or such subdivision, combination or reclassification is not effected, the Exercise Price Rate shall again be adjusted to be the Exercise Price Rate which would then be in effect if such dividend record date or distribution effective date had not been declaredso fixed. Except as set forth in If after an adjustment a holder of a Warrant upon exercise of such Warrant may receive shares of two or more classes or series of Capital Stock of the preceding sentenceCompany, in no event shall the Exercise Price Rate shall thereafter be increased subject to adjustment upon the occurrence of an action taken with respect to any such class or the number series of Warrant Shares be decreased pursuant to Capital Stock as is contemplated by this Section 10(a)(i). (ii) If 12 with respect to the Company shallCommon Stock, at any time or from time on terms comparable to time while this Warrant is outstanding, subdivide or reclassify its outstanding shares of those applicable to Common Stock (or Reference Property, to the extent applicable) into a greater number of shares of Common Stock (or Reference Property, to the extent applicable), 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 (or Reference Property, to the extent applicable) into a smaller number of shares of Common Stock (or Reference Property, to the extent applicable), 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: (1) The Exercise Price shall be adjusted by multiplying such Exercise Price by a fraction, the numerator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding immediately prior to such subdivision or combination and the denominator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding immediately after giving effect to such subdivision, combination or reclassification; and (2) The number of Warrant Shares will be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price immediately prior to the adjustment pursuant to Section 10(a)(ii)(1) and (B) the denominator of which shall be the Exercise Price immediately after such adjustment12.

Adjustment for Change in Capital Stock. If, after the Issue Date of the Securities, the Company: (ia) If the Company shall, at any time or from time to time, while this Warrant is outstanding, issue pays a dividend or make a makes another distribution on its to all or substantially all holders of Common Stock (or Reference Property, to the extent applicable) payable exclusively in shares of its Common Stock; (b) subdivides the outstanding shares of Common Stock into a greater number of shares; or (or Reference Property, to c) combines the extent applicable) to all holders outstanding shares of its Common Stock (or Reference Property, to into a smaller number of shares; then the extent applicable), then, at Conversion Rate will be adjusted based on the opening following formula: where: R1 = the Conversion Rate in effect immediately after the open of business on the Ex-Dividend Date for such dividend or distribution: (1) The Exercise Price will be adjusted by multiplying such Exercise Price by a fraction: (A) , or immediately after the numerator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding at the close open of business on the Business Day effective date of such subdivision or combination, as the case may be; R = the Conversion Rate in effect immediately preceding such Ex-Dividend Date; and (B) the denominator of which shall be the sum of the number of shares of Common Stock (or Reference Property, prior to the extent applicable) outstanding at the close open of business on the Business Day immediately preceding the Ex-Dividend Date for such dividend or distribution, plus or immediately prior to the total open of business on the effective date of such subdivision or combination, as the case may be; OS1 = the number of shares of Common Stock (or Reference Property, to the extent applicable) constituting such dividend or other distribution; and (2) The number of Warrant Shares will be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price outstanding immediately prior to the adjustment pursuant open of business on the Ex-Dividend Date for such dividend or distribution, or immediately prior to Section 10(a)(i)(1) the open of business on the effective date of such subdivision or combination, as the case may be; and (B) OS = the denominator number of which shall be the Exercise Price shares of Common Stock outstanding immediately after such adjustmentdividend or distribution, or immediately after the effective date of such subdivision or combination, as the case may be. Such adjustment shall become effective immediately after the open of business on the Ex-Dividend Date for such dividend or distribution, or the effective date for such subdivision or combination. If any dividend or distribution of the type described in this Section 10(a)(i) 9.06 is declared but not so paid or made, or the Exercise Price outstanding shares of Common Stock are not split or combined, as the case may be, the Conversion Rate shall again be adjusted immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or split or combine the outstanding shares of Common Stock, as the case may be, to the Exercise Price which Conversion Rate that would then be in effect if such dividend dividend, distribution, share split or distribution share combination had not been declareddeclared or announced. Except as set forth in the preceding sentence, in no event shall the Exercise Price be increased or the number If after an adjustment a Holder upon conversion of Warrant Shares be decreased pursuant to this Section 10(a)(i). (ii) If the Company shall, at any time or from time to time while this Warrant is outstanding, subdivide or reclassify its outstanding Security may receive shares of two or more classes of Capital Stock of the Company, the Conversion 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 9 with respect to the Common Stock, on terms comparable to those applicable to Common Stock (or Reference Property, to the extent applicable) into a greater number of shares of Common Stock (or Reference Property, to the extent applicable), 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 (or Reference Property, to the extent applicable) into a smaller number of shares of Common Stock (or Reference Property, to the extent applicable), 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: (1) The Exercise Price shall be adjusted by multiplying such Exercise Price by a fraction, the numerator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding immediately prior to such subdivision or combination and the denominator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding immediately after giving effect to such subdivision, combination or reclassification; and (2) The number of Warrant Shares will be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price immediately prior to the adjustment pursuant to Section 10(a)(ii)(1) and (B) the denominator of which shall be the Exercise Price immediately after such adjustmentArticle 9.

Adjustment for Change in Capital Stock. If, after the date of this Agreement, the Company: (i1) If the Company shall, at any time or from time to time, while this Warrant is outstanding, issue pays a dividend or make makes a distribution on its Common Stock (or Reference Property, to the extent applicable) payable in shares of its capital stock (including Common Stock (or Reference Property, to the extent applicable) to all holders of its Common Stock (or Reference Property, to the extent applicableStock), then, at the opening of business on the Ex-Dividend Date for such dividend or distribution: (1) The Exercise Price will be adjusted by multiplying such Exercise Price by a fraction: (A) the numerator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding at the close of business on the Business Day immediately preceding such Ex-Dividend Date; and (B) the denominator of which shall be the sum of the number of shares of Common Stock (or Reference Property, to the extent applicable) 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 Common Stock (or Reference Property, to the extent applicable) constituting such dividend or other distribution; and; (2) The number of Warrant Shares will be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price immediately prior to the adjustment pursuant to Section 10(a)(i)(1) and (B) 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 shall again be adjusted to the Exercise 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 Exercise Price be increased or the number of Warrant Shares be decreased pursuant to this Section 10(a)(i). (ii) If the Company shall, at any time or from time to time while this Warrant is outstanding, subdivide or reclassify subdivides its outstanding shares of Common Stock (or Reference Property, to the extent applicable) into a greater number of shares; (3) combines its outstanding shares of Common Stock into smaller number of shares; or (4) issues by reclassification of its Common Stock any shares of its capital stock or Reference Property, to Other Securities (including without limitation any such reclassification in connection with a consolidation or merger in which the extent applicableCompany is the continuing entity), ; then the Exercise Price in effect at the opening time of business on the day upon which record date of such subdivision becomes effective dividend, distribution, subdivision, combination or reclassification must be adjusted so that the Exercise Price shall be proportionately decreasedequal to the price determined by multiplying the Exercise Price in effect immediately prior to such event by a fraction, and conversely, if (x) the Company shall, at any time or from time to time while this Warrant numerator of which is outstanding, combine or reclassify its the total number of outstanding shares of Common Stock of the Company immediately prior to such event and (or Reference Property, to y) the extent applicable) into a smaller denominator of which is the total number of outstanding shares of Common Stock (of the Company immediately after such event and, as so adjusted or Reference Propertyreadjusted, the Exercise Price will remain in effect until a further adjustment or readjustment is required by this Section 6. Whenever the Exercise Price payable upon exercise of each Warrant is adjusted pursuant to the extent applicablethis Section 6(a), then the Warrant Shares shall simultaneously be adjusted by multiplying the number of Warrant Shares issuable upon exercise of each Warrant immediately prior to such event by 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 date thereof and dividing the opening of business on product so obtained by the day upon which such subdivision, combination or reclassification becomes effective: (1) The Exercise Price shall be adjusted by multiplying such Exercise Price by as adjusted. These adjustments referred to in the preceding paragraph will become effective on (x) in the case of a fractiondividend or distribution, the numerator earlier of which shall be the number record date thereof or the distribution date thereof and (y) in the case of shares of Common Stock (or Reference Property, to the extent applicable) outstanding immediately prior to such subdivision or combination and the denominator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding immediately after giving effect to such a subdivision, combination or reclassification; and (2) The number , the earlier of Warrant Shares will be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be record date thereof or the Exercise Price immediately prior to the adjustment pursuant to Section 10(a)(ii)(1) and (B) the denominator of which shall be the Exercise Price immediately after such adjustmenteffective date thereof.

Adjustment for Change in Capital Stock. Except as set forth in Section 8.14 of this Supplemental Indenture, if, after the Issue Date of the Applicable Securities, the Company: (ia) If the Company shall, at any time or from time to time, while this Warrant is outstanding, issue pays a dividend or make makes a distribution on its Common Stock (or Reference Property, to the extent applicable) payable in shares of its Common Stock; (b) subdivides its outstanding shares of Common Stock into a greater number of shares; (c) pays a dividend or makes a distribution on its Common Stock in shares of its Capital Stock (other than Common Stock or Reference Propertyrights, to the extent applicablewarrants or options for its Capital Stock); (d) to all holders combines its outstanding shares of Common Stock into a smaller number of shares; or (e) issues by reclassification of its Common Stock any shares of its Capital Stock (other than rights, warrants or Reference Property, to the extent applicableoptions for its Capital Stock), then, at then the opening of business on conversion privilege and the Ex-Dividend Date for Conversion Rate in effect immediately prior to such dividend or distribution: (1) The Exercise Price will action shall be adjusted by multiplying such Exercise Price by a fraction: (A) so that the numerator Holder of which shall be an Applicable Security thereafter converted may receive the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding at the close other units of business on the Business Day immediately preceding such Ex-Dividend Date; and (B) the denominator of which shall be the sum Capital Stock of the number Company which such Holder would have owned immediately following such action if such Holder had converted the Applicable Security immediately prior to such action. The adjustment shall become effective, in the case of shares a dividend or distribution described in Section 8.6(a) or (c) above, immediately after the record date of Common Stock (or Reference Property, to the extent applicable) 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 Common Stock (or Reference Property, to the extent applicable) constituting such dividend or other distribution; and (2) The number of Warrant Shares will be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price immediately prior to the adjustment pursuant to Section 10(a)(i)(1) and (B) 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)(i8.6 (a) or (c) above is declared but not so paid or made, the Exercise Price new Conversion Rate shall again be adjusted readjusted, as of the date that is the earlier of (x) the public announcement of such non-payment or (y) the date the dividend or distribution was to have been paid or made, to the Exercise Price which Conversion Rate that would then be in effect if such dividend or distribution had not been declared. Except as set forth The adjustment shall become effective, in the preceding sentence, in no event shall the Exercise Price be increased or the number case of Warrant Shares be decreased pursuant to this Section 10(a)(i). (ii) 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 (or Reference Property, to the extent applicable) into a greater number of shares of Common Stock (or Reference Property, to the extent applicable), 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 (or Reference Property, to the extent applicable) into a smaller number of shares of Common Stock (or Reference Property, to the extent applicable), 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: classification described in Section 8.6(b), (1d) The Exercise Price shall be adjusted by multiplying such Exercise Price by a fractionor (e) above, the numerator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding immediately prior to such subdivision or combination and the denominator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding immediately after giving effect to the effective date in the case of such subdivision, combination or reclassification; and (2) The number of Warrant Shares will be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price immediately prior to the adjustment pursuant to Section 10(a)(ii)(1) and (B) the denominator of which shall be the Exercise Price immediately after such adjustment.

Adjustment for Change in Capital Stock. The conversion price will be subject to adjustment in case of certain events, including: (ia) If the Company shallsubdivision, at any time combination or from time to time, while this Warrant is outstanding, issue reclassification of the outstanding Common Stock of the Company, (b) the issuance of Common Stock as a dividend or make a distribution on its Common Stock Stock, (c) the issuance of rights or Reference Property, to warrants (expiring within 45 days after the extent applicable) payable in shares of its Common Stock (or Reference Property, to the extent applicablerecord date) to all holders of its Common Stock (or Reference Property, entitling them to the extent applicable), then, at the opening of business on the Ex-Dividend Date for such dividend or distribution: (1) The Exercise Price will be adjusted by multiplying such Exercise Price by a fraction: (A) the numerator of which shall be the number of acquire shares of Common Stock (or Reference Property, to securities convertible into or exchangeable for Common Stock) at less than the extent applicablethen current market price (as defined in the supplemental indenture) outstanding at of the close of business on the Business Day immediately preceding such Ex-Dividend Date; and Common Stock, (Bd) the denominator distribution to all holders of which Common Stock of shares of any class other than Common Stock, or debt securities or assets (excluding regular quarterly cash dividends or distributions) or rights or warrants to purchase assets or securities of the Company (other than those referred to above), (e) the issuance (with certain exceptions) of Common Stock or securities convertible into, or exchangeable for, Common Stock at less than the current market price of the Common Stock, or (f) the merger or consolidation with or into, or the sale or conveyance of the Company's assets substantially as an entirety (computed on a consolidated basis) to, any person. The conversion privilege and the conversion price in effect immediately prior to such action shall be adjusted so that the sum Holder of the Securities of a Series thereafter converted may receive the number of shares of Common Stock (or Reference Property, to capital stock of the extent applicable) outstanding at Company which he would have owned immediately following such action if he had converted 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 Common Stock (or Reference Property, to the extent applicable) constituting such dividend or other distribution; and (2) The number of Warrant Shares will be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price Securities immediately prior to the such action. The adjustment pursuant to Section 10(a)(i)(1) and (B) 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 shall again be adjusted to the Exercise 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 Exercise Price be increased or the number of Warrant Shares be decreased pursuant to this Section 10(a)(i). (ii) 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 (or Reference Property, to the extent applicable) into a greater number of shares of Common Stock (or Reference Property, to the extent applicable), 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 (or Reference Property, to the extent applicable) into a smaller number of shares of Common Stock (or Reference Property, to the extent applicable), 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, become effective immediately after the opening record date in the case of business on the day upon which such subdivision, combination a dividend or reclassification becomes effective: (1) The Exercise Price shall be adjusted by multiplying such Exercise Price by a fraction, the numerator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding immediately prior to such subdivision or combination distribution and the denominator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding immediately after giving effect to such the effective date in the case of a subdivision, combination or reclassification; and (2) The number . If after an adjustment, a Holder of Warrant Shares will the Securities of any Series upon conversion of such Securities may receive shares of two or more classes of capital stock of the Company, the Company shall determine the allocation of the adjusted conversion price between the classes of capital stock. After such allocation, the conversion privilege and the conversion price of each class of capital stock shall thereafter be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price immediately prior subject to the adjustment pursuant on terms comparable to Section 10(a)(ii)(1) and (B) the denominator of which shall be the Exercise Price immediately after such adjustmentthose applicable to Common Stock in this Article.

Adjustment for Change in Capital Stock. The conversion price will be subject to adjustment in case of certain events, including: (ia) If the Company shallsubdivision, at any time combination or from time to time, while this Warrant is outstanding, issue reclassification of the outstanding Common Stock of the Company, (b) the issuance of Common Stock as a dividend or make a distribution on its Common Stock Stock, (c) the issuance of rights or Reference Property, to warrants (expiring within 45 days after the extent applicable) payable in shares of its Common Stock (or Reference Property, to the extent applicablerecord date) to all holders of its Common Stock (or Reference Property, entitling them to the extent applicable), then, at the opening of business on the Ex-Dividend Date for such dividend or distribution: (1) The Exercise Price will be adjusted by multiplying such Exercise Price by a fraction: (A) the numerator of which shall be the number of acquire shares of Common Stock (or Reference Property, to securities convertible into or exchangeable for Common Stock) at less than the extent applicablethen current market price (as defined in the supplemental indenture) outstanding at of the close of business on the Business Day immediately preceding such Ex-Dividend Date; and Common Stock, (Bd) the denominator distribution to all holders of which Common Stock of shares of any class other than Common Stock, or debt securities or assets (excluding regular quarterly cash dividends or distributions) or rights or warrants to purchase assets or securities of the Company (other than those referred to above), (e) the issuance (with certain exceptions) of Common Stock or securities convertible into, or exchangeable for, Common Stock at less than the current market price of the Common Stock or (f) the merger or consolidation with or into, or the sale or conveyance of the Company's assets substantially as an entirety (computed on a consolidated basis) to, any person. The conversion privilege and the conversion price in effect immediately prior to such action shall be adjusted so that the sum Holder of the Securities of a Series thereafter converted may receive the number of shares of Common Stock (or Reference Property, to capital stock of the extent applicable) outstanding at Company which he would have owned immediately following such action if he had converted 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 Common Stock (or Reference Property, to the extent applicable) constituting such dividend or other distribution; and (2) The number of Warrant Shares will be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price Securities immediately prior to the such action. The adjustment pursuant to Section 10(a)(i)(1) and (B) 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 shall again be adjusted to the Exercise 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 Exercise Price be increased or the number of Warrant Shares be decreased pursuant to this Section 10(a)(i). (ii) 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 (or Reference Property, to the extent applicable) into a greater number of shares of Common Stock (or Reference Property, to the extent applicable), 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 (or Reference Property, to the extent applicable) into a smaller number of shares of Common Stock (or Reference Property, to the extent applicable), 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, become effective immediately after the opening record date in the case of business on the day upon which such subdivision, combination a dividend or reclassification becomes effective: (1) The Exercise Price shall be adjusted by multiplying such Exercise Price by a fraction, the numerator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding immediately prior to such subdivision or combination distribution and the denominator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding immediately after giving effect to such the effective date in the case of a subdivision, combination or reclassification; and (2) The number . If after an adjustment, a Holder of Warrant Shares will the Securities of any Series upon conversion of such Securities may receive shares of two or more classes of capital stock of the Company, the Company shall determine the allocation of the adjusted conversion price between the classes of capital stock. After such allocation, the conversion privilege and the conversion price of each class of capital stock shall thereafter be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price immediately prior subject to the adjustment pursuant on terms comparable to Section 10(a)(ii)(1) and (B) the denominator of which shall be the Exercise Price immediately after such adjustmentthose applicable to Common Stock in this Article.

Adjustment for Change in Capital Stock. If, after the date hereof, the Company: (i) If the Company shall, at subdivides any time or from time to time, while this Warrant is outstanding, issue a dividend or make a distribution on its Common Stock (or Reference Property, to the extent applicable) payable in shares of its Common Stock (or Reference Property, to the extent applicable) to all holders of its Common Stock (or Reference Property, to the extent applicable), then, at the opening of business on the Ex-Dividend Date for such dividend or distribution: (1) The Exercise Price will be adjusted by multiplying such Exercise Price by a fraction: (A) the numerator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding at the close of business on the Business Day immediately preceding such Ex-Dividend Date; and (B) the denominator of which shall be the sum of the number of shares of Common Stock (or Reference Property, to the extent applicable) 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 Common Stock (or Reference Property, to the extent applicable) constituting such dividend or other distribution; and (2) The number of Warrant Shares will be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price immediately prior to the adjustment pursuant to Section 10(a)(i)(1) and (B) 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 shall again be adjusted to the Exercise 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 Exercise Price be increased or the number of Warrant Shares be decreased pursuant to this Section 10(a)(i). (ii) 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 (or Reference Property, to the extent applicable) into a greater number of shares shares; (ii) combines any of Common Stock (or Reference Property, to the extent applicable), 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 (or Reference Property, to the extent applicable) 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 Stock (or Reference Propertyrights, warrants or options for its Common Stock to the extent applicablesuch issuance or distribution is covered by Section 5.03), ; or (iv) issues by reclassification of any 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 proportionately adjusted so that the holder of a Warrant thereafter exercised may receive the number of 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 immediately prior to the record date applicable thereto and the Exercise Price in effect at the opening of business on the day upon which immediately prior to 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: (1) The Exercise Price action shall be adjusted to a price determined by multiplying such 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 (or Reference Property, to the extent applicable) outstanding immediately prior before giving effect to such subdivision or combination 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 (or Reference Property, to the extent applicablea)(iii) outstanding immediately after giving effect to such action, if any (regardless of whether the War- rants 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 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 in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification; and (2) The number of Warrant Shares will . 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 by multiplying such number by a fraction: (A) the numerator of which shall to be the Exercise Price immediately prior 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 Warrant may receive shares of two or more classes of Capital Stock of the Company, the Exercise 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 comparable to those applicable to Common Stock in this Article V. Such adjustment pursuant to Section 10(a)(ii)(1) and (B) the denominator of which shall be the Exercise Price immediately after such adjustmentmade successively whenever any event listed above shall occur.

Adjustment for Change in Capital Stock. (i) If the Company Parent shall, at any time or and from time to time, time while this Warrant is any shares of Series A Preferred Stock are outstanding, issue a dividend or make a distribution on its Class A Common Stock (or Reference Property, to the extent applicable) payable in shares of its Class A Common Stock (to all or Reference Property, to the extent applicable) to substantially all holders of its Class A Common Stock (or Reference PropertyStock, to then each of the extent applicable), then, at Share Exchange Price and the opening of business on the Ex-Dividend Date for such dividend or distribution: (1) The Exercise Cash Exchange Price will be adjusted by multiplying such Exercise Price each by a fraction: (A) I the numerator of which shall be the number of shares of Class A Common Stock (or Reference Property, to the extent applicable) outstanding at the close of business on the Business Day immediately preceding such Ex-Dividend Datethe applicable dividend or distribution date; and (B) II the denominator of which shall be the sum of the number of shares of Class A Common Stock (or Reference Property, to the extent applicable) outstanding at the close of business on the Business Day immediately preceding the Ex-Dividend Date for such applicable dividend or distributiondistribution date, plus the total number of shares of Class A Common Stock (or Reference Property, to the extent applicable) constituting such dividend or other distribution; and (2) The number of Warrant Shares will be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price immediately prior to the adjustment pursuant to Section 10(a)(i)(1) and (B) 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 shall again be adjusted to the Exercise 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 Exercise Price be increased or the number of Warrant Shares be decreased pursuant to this Section 10(a)(i). (ii) If the Company Parent shall, at any time or from time to time while this Warrant is any shares of Series A Preferred Stock are outstanding, subdivide or reclassify its outstanding shares of Class A Common Stock (or Reference Property, to the extent applicable) into a greater number of shares of Class A Common Stock (or Reference Property, to the extent applicable)Stock, then each of the Exercise Share Exchange Price and the Cash Exchange 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 Parent shall, at any time or from time to time while this Warrant is any shares of Series A Preferred Stock are outstanding, combine or reclassify its outstanding shares of Class A Common Stock (or Reference Property, in to the extent applicable) into a smaller number of shares of Class A Common Stock (or Reference Property, to the extent applicable)Stock, then each of the Exercise Share Exchange Price and the Cash Exchange 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, each of the Share Exchange Price and the Cash Exchange Price shall be adjusted by multiplying each such Share Exchange Price and Cash Exchange Price by a fraction, the numerator of which shall be the number of shares of Class A Common Stock outstanding immediately prior to such subdivision or combination and the denominator of which shall be the number of shares of Class A Common Stock outstanding immediately after giving effect to such subdivision, combination or reclassification. Such increase or reduction, as the case may be, shall become effective immediately after the opening of business on the day upon which such subdivision, combination or reclassification becomes effective: (1) The Exercise Price shall be adjusted by multiplying such Exercise Price by a fraction, the numerator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding immediately prior to such subdivision or combination and the denominator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding immediately after giving effect to such subdivision, combination or reclassification; and (2) The number of Warrant Shares will be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price immediately prior to the adjustment pursuant to Section 10(a)(ii)(1) and (B) the denominator of which shall be the Exercise Price immediately after such adjustment.

Adjustment for Change in Capital Stock. If, after the Issue Date, the Company: (i) If the Company shall, at any time or from time to time, while this Warrant is outstanding, issue pays a dividend or make makes a distribution on shares of any class or series of its Common Stock (or Reference Property, to the extent applicable) payable in shares of its Common Stock (or Reference Propertyof the Company, except to the extent applicableany such dividend or distribution results in the grant, issuance, sale or making of Distribution Rights or a Distribution pursuant to Section 12(c); (ii) to all holders subdivides or splits any of its outstanding shares of any class or series of Common Stock into a greater number of shares; (iii) combines any of its outstanding shares of any class or series of Common Stock into a smaller number of shares; or (iv) issues by reclassification of any class or series of its Common Stock (or Reference Property, any shares of any of its Capital Stock; then the Exercise Rate in effect immediately prior to the extent applicable), then, at the opening of business on the Ex-Dividend Date such action for such dividend or distribution: (1) The Exercise Price will each Warrant then outstanding shall be adjusted by multiplying the Exercise Rate in effect immediately prior to such Exercise Price action by a fraction: fraction (A) the numerator of which shall be the number of shares of all classes or series of Common Stock (or Reference Property, to the extent applicable) outstanding at the close of business on the Business Day immediately preceding after such Ex-Dividend Date; action and (B) the denominator of which shall be the sum of the number of shares of all classes or series of Common Stock outstanding immediately prior to such action or the record date applicable to such action, if any (or Reference Property, regardless of whether the Warrants then outstanding are then exercisable and without giving effect to the extent applicable) outstanding at Cashless Exercise option). The adjustment shall become effective immediately after the close record date in the case of business on a dividend or distribution and immediately after the Business Day immediately preceding effective date in the Ex-Dividend Date for case of a subdivision, combination or reclassification. In the event that such dividend or distribution, plus the total number of shares of Common Stock (or Reference Property, to the extent applicable) constituting such dividend or other distribution; and (2) The number of Warrant Shares will be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price immediately prior to the adjustment pursuant to Section 10(a)(i)(1) and (B) 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 mademade or such subdivision, combination or reclassification is not effected, the Exercise Price Rate shall again be adjusted to be the Exercise Price Rate which would then be in effect if such dividend record date or distribution effective date had not been declaredso fixed. Except as set forth in If after an adjustment a holder of a Warrant upon exercise of such Warrant may receive shares of two or more classes or series of Capital Stock of the preceding sentenceCompany, in no event shall the Exercise Price Rate shall thereafter be increased subject to adjustment upon the occurrence of an action taken with respect to any such class or the number series of Warrant Shares be decreased pursuant to Capital Stock as is contemplated by this Section 10(a)(i). (ii) If 12 with respect to the Company shallCommon Stock, at any time or from time on terms comparable to time while this Warrant is outstanding, subdivide or reclassify its outstanding shares of those applicable to Common Stock (or Reference Property, to the extent applicable) into a greater number of shares of Common Stock (or Reference Property, to the extent applicable), 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 (or Reference Property, to the extent applicable) into a smaller number of shares of Common Stock (or Reference Property, to the extent applicable), 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: (1) The Exercise Price shall be adjusted by multiplying such Exercise Price by a fraction, the numerator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding immediately prior to such subdivision or combination and the denominator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding immediately after giving effect to such subdivision, combination or reclassification; and (2) The number of Warrant Shares will be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price immediately prior to the adjustment pursuant to Section 10(a)(ii)(1) and (B) the denominator of which shall be the Exercise Price immediately after such adjustment12.

Adjustment for Change in Capital Stock. 47 (ia) If the Company shall, at any time or and from time to time, time while this Warrant is any of the Notes are outstanding, issue a dividend or make a distribution on its Common Stock (or Reference Property, to the extent applicable) payable in shares of its Common Stock (or Reference Property, to the extent applicable) to all holders of its Common Stock (or Reference PropertyStock, to then the extent applicable), then, Conversion Rate at the opening of business on the Ex-Dividend Date for such dividend or distribution: (1) The Exercise Price distribution will be adjusted by multiplying such Exercise Price Conversion Rate by a fraction: 47 (Ai) the numerator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding at the close of business on the Business Day immediately preceding such Ex-Dividend Date; and (B) the denominator of which shall be the sum of the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding at the close Close of business Business on the Business Day immediately preceding the Ex-Dividend Date for such dividend or distribution, plus the total number of shares of Common Stock (or Reference Property, to the extent applicable) constituting such dividend or other distribution; andand 48 (2) The number of Warrant Shares will be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price immediately prior to the adjustment pursuant to Section 10(a)(i)(1) and (Bii) 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 shall again be adjusted to the Exercise 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 Exercise Price be increased or the number of Warrant Shares be decreased pursuant to this Section 10(a)(i).shares of Common Stock outstanding at the close of business on the Business Day immediately preceding such Ex-Dividend Date. 48 (iib) If the Company shall, at any time or from time to time while this Warrant is any of the Notes are outstanding, subdivide or reclassify its outstanding shares of Common Stock (or Reference Property, to the extent applicable) into a greater number of shares of Common Stock (or Reference Property, to the extent applicable)Stock, then the Exercise Price Conversion Rate in effect at the opening of business on the day upon which such subdivision becomes effective shall be proportionately decreasedincreased, and conversely, if the Company shall, at any time or from time to time while this Warrant is any of the Notes are outstanding, combine or reclassify its outstanding shares of Common Stock (or Reference Property, to the extent applicable) into a smaller number of shares of Common Stock (or Reference Property, to the extent applicable)Stock, then the Exercise Price Conversion Rate in effect at the opening of business on the day upon which such combination or reclassification becomes effective shall be proportionately increaseddecreased. In each such case, the Conversion Rate shall be adjusted by multiplying such Conversion Rate by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately after giving effect to such subdivision, combination or reclassification and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such subdivision or combination. Such increase or reduction, as the case may be, shall become effective immediately after the opening of business on the day upon which such subdivision, combination or reclassification becomes effective: (1) The Exercise Price shall be adjusted by multiplying such Exercise Price by a fraction, the numerator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding immediately prior to such subdivision or combination and the denominator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding immediately after giving effect to such subdivision, combination or reclassification; and (2) The number of Warrant Shares will be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price immediately prior to the adjustment pursuant to . 48 Section 10(a)(ii)(1) and (B) the denominator of which shall be the Exercise Price immediately after such adjustment.10.7 Adjustment for Rights Issue 48

Adjustment for Change in Capital Stock. If the Company (i) If the Company shall, at any time or from time to time, while this Warrant is outstanding, issue pays a dividend or make makes a distribution on its Common Preferred Stock (or Reference Property, to the extent applicable) payable in shares of its Common Stock (or Reference PropertyPreferred Stock, to the extent applicable) to all holders of its Common Stock (or Reference Property, to the extent applicable), then, at the opening of business on the Ex-Dividend Date for such dividend or distribution: (1) The Exercise Price will be adjusted by multiplying such Exercise Price by a fraction: (A) the numerator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding at the close of business on the Business Day immediately preceding such Ex-Dividend Date; and (B) the denominator of which shall be the sum of the number of shares of Common Stock (or Reference Property, to the extent applicable) 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 Common Stock (or Reference Property, to the extent applicable) constituting such dividend or other distribution; and (2) The number of Warrant Shares will be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price immediately prior to the adjustment pursuant to Section 10(a)(i)(1) and (B) 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 shall again be adjusted to the Exercise 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 Exercise Price be increased or the number of Warrant Shares be decreased pursuant to this Section 10(a)(i). (ii) If the Company shall, at any time or from time to time while this Warrant is outstanding, subdivide or reclassify subdivides its outstanding shares of Common Preferred Stock (or Reference Property, to the extent applicable) into a greater number of shares, (iii) combines its outstanding shares of Common Preferred Stock into a smaller number of shares, (iv) makes a distribution on its Preferred Stock in shares of its capital stock other than Preferred Stock or Reference Property, to the extent applicable)(v) issues by reclassification of its Preferred Stock any shares of its capital stock, then the Exercise Price in effect at the opening of business on the day upon which immediately prior to such subdivision becomes effective action shall be proportionately decreased, adjusted so that the holder of any Warrant thereafter exercised may receive the aggregate number 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 (or Reference Property, to the extent applicable) into a smaller number kind of shares of Common Stock (or Reference Property, capital stock of the Company which he would have owned immediately following such action if such Warrant had been exercised immediately prior to the extent applicable), then the Exercise Price in effect at the opening of business on the day upon which such combination or reclassification becomes effective action. The adjustment shall be proportionately increased. In each such case, become effective immediately after the opening record date in the case of business on the day upon which such subdivision, combination a dividend or reclassification becomes effective: (1) The Exercise Price shall be adjusted by multiplying such Exercise Price by a fraction, the numerator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding immediately prior to such subdivision or combination distribution and the denominator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding immediately after giving effect to such the effective date in the case of a subdivision, combination or reclassification; and (2) The number . If, after an adjustment, a holder of a Warrant Shares will be upon exercise of it may receive shares of two or more classes of capital stock of the Company, the Company shall determine, in good faith, the allocation of the adjusted by multiplying Exercise Price between the classes of capital stock. After such number by a fraction: (A) allocation, the numerator of which shall be exercise privilege and the Exercise Price of each class of capital stock shall thereafter be subject to adjustment on terms comparable to those applicable to Preferred Stock in this Section 8. Such adjustment shall be made successively whenever any event listed above shall occur. If the Company distributes to all holders of its Preferred Stock any of its assets (including cash), debt securities, preferred stock or any rights or warrants to purchase debt securities, preferred stock, assets (including cash) or other securities of the Company, the assets, securities, rights, or warrants to which the holder of any Warrant would have been entitled immediately following such distribution if such Warrant had been exercised immediately prior to such distribution, shall be placed in escrow prior to such distribution, in an account to be established with an Agent for the adjustment holders of Warrants. Such assets, securities, rights, or warrants are to be released to the holder of such Warrant upon exercise of such Warrant pursuant to Section 10(a)(ii)(1) and (B) the denominator terms of which this Warrant. Such adjustment, or deposit into escrow, shall be the Exercise Price immediately after such adjustmentmade successively whenever any event listed above shall occur.

Adjustment for Change in Capital Stock. If at any time during the Exercise Period the Company: (i) If the Company shall, at any time or from time to time, while this Warrant is outstanding, issue pays a dividend or make makes a distribution on its Common Stock (or Reference Property, to the extent applicable) payable in shares of its Common Stock (or Reference Property, to the extent applicable) to all holders of its Common Stock (or Reference Property, to the extent applicable), then, at the opening of business on the Ex-Dividend Date for such dividend or distribution: (1) The Exercise Price will be adjusted by multiplying such Exercise Price by a fraction: (A) the numerator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding at the close of business on the Business Day immediately preceding such Ex-Dividend Date; and (B) the denominator of which shall be the sum of the number of shares of Common Stock (or Reference Property, to the extent applicable) 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 Common Stock (or Reference Property, to the extent applicable) constituting such dividend or other distribution; and (2) The number of Warrant Shares will be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price immediately prior to the adjustment pursuant to Section 10(a)(i)(1) and (B) 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 shall again be adjusted to the Exercise 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 Exercise Price be increased or the number of Warrant Shares be decreased pursuant to this Section 10(a)(i).Stock; (ii) If the Company shall, at any time or from time to time while this Warrant is outstanding, subdivide or reclassify subdivides its outstanding shares of Common Stock (or Reference Property, to the extent applicable) into a greater number of shares of Common Stock Stock; (or Reference Property, to the extent applicable), 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 iii) combines its outstanding shares of Common Stock (or Reference Property, to the extent applicable) into a smaller number of shares of Common Stock; or (iv) issues, by reclassification of its shares of Common Stock, any shares of its capital stock; then: (1) the number of shares of Common Stock (or Reference Property, acquirable upon exercise of this Warrant immediately after the occurrence of any such event shall be adjusted to equal the number of shares of Common Stock which a record holder of the same number of shares of Common Stock that would have been acquirable under this Warrant immediately prior to the extent record date for such dividend or distribution or the effective date of such subdivision or combination would own or be entitled to receive after such record date or the effective date of such subdivision or combination, as applicable), then ; and (2) the Exercise Price shall be adjusted to equal: (A) the Exercise Price in effect at the opening time of business on the day upon which record date for such combination dividend or reclassification becomes distribution or of the effective shall be proportionately increased. In each date of such casesubdivision or combination, effective immediately after the opening of business on the day upon which such subdivision, combination or reclassification becomes effective: (1) The Exercise Price shall be adjusted multiplied by multiplying such Exercise Price by a fraction, the numerator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding into which this Warrant is exercisable immediately prior to such subdivision or combination and the denominator of which shall be adjustment, divided by (B) the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding into which this Warrant is exercisable immediately after giving effect such adjustment. Any adjustment made pursuant to clause (i) of this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution, and any adjustment pursuant to clauses (ii), (iii) or (iv) of this Section 3(a) shall become effective immediately after the effective date of such subdivision, combination or reclassification; and (2) The number of Warrant Shares will be adjusted by multiplying such number by a fraction: (A) the numerator of which . Such adjustment shall be the Exercise Price immediately prior to the adjustment pursuant to Section 10(a)(ii)(1) and (B) the denominator of which made successively whenever any event listed above shall be the Exercise Price immediately after such adjustmentoccur.

Adjustment for Change in Capital Stock. If the Company (i) If the Company shall, at any time or from time to time, while this Warrant is outstanding, issue pays a dividend or make makes a distribution on its Common Preferred Stock (or Reference Property, to the extent applicable) payable in shares of its Common Stock (or Reference PropertyPreferred Stock, to the extent applicable) to all holders of its Common Stock (or Reference Property, to the extent applicable), then, at the opening of business on the Ex-Dividend Date for such dividend or distribution: (1) The Exercise Price will be adjusted by multiplying such Exercise Price by a fraction: (A) the numerator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding at the close of business on the Business Day immediately preceding such Ex-Dividend Date; and (B) the denominator of which shall be the sum of the number of shares of Common Stock (or Reference Property, to the extent applicable) 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 Common Stock (or Reference Property, to the extent applicable) constituting such dividend or other distribution; and (2) The number of Warrant Shares will be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price immediately prior to the adjustment pursuant to Section 10(a)(i)(1) and (B) 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 shall again be adjusted to the Exercise 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 Exercise Price be increased or the number of Warrant Shares be decreased pursuant to this Section 10(a)(i). (ii) If the Company shall, at any time or from time to time while this Warrant is outstanding, subdivide or reclassify subdivides its outstanding shares of Common Preferred Stock (or Reference Property, to the extent applicable) into a greater number of shares, (iii) combines its outstanding shares of Common Preferred Stock into a smaller number of shares, (iv) makes a distribution on its Preferred Stock in shares of its capital stock other than Preferred Stock or Reference Property, to the extent applicable)(v) issues by reclassification of its Preferred Stock any shares of its capital stock, then the Exercise Price in effect at the opening of business on the day upon which immediately prior to such subdivision becomes effective action shall be proportionately decreased, adjusted so that the holder of any Warrant thereafter exercised may receive the aggregate number 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 (or Reference Property, to the extent applicable) into a smaller number kind of shares of Common Stock (or Reference Property, capital stock of the Company which he would have owned immediately following such action if such Warrant had been exercised immediately prior to the extent applicable), then the Exercise Price in effect at the opening of business on the day upon which such combination or reclassification becomes effective action. The adjustment shall be proportionately increased. In each such case, become effective immediately after the opening record date in the case of business on the day upon which such subdivision, combination a dividend or reclassification becomes effective: (1) The Exercise Price shall be adjusted by multiplying such Exercise Price by a fraction, the numerator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding immediately prior to such subdivision or combination distribution and the denominator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding immediately after giving effect to such the effective date in the case of a subdivision, combination or reclassification; and (2) The number . If, after an adjustment, a holder of a Warrant Shares will be upon exercise of it may receive shares of two or more classes of capital stock of the Company, the Company shall determine, in good faith, the allocation of the adjusted by multiplying Exercise Price between the classes of capital stock. After such number by a fraction: (A) allocation, the numerator of which shall be exercise privilege and the Exercise Price of each class of capital stock shall thereafter be subject to adjustment on terms comparable to those applicable to Preferred Stock in this Section 8. If the Company distributes to all holders of its Preferred Stock any of its assets (including cash), debt securities, preferred stock or any rights or warrants to purchase debt securities, preferred stock, assets (including cash) or other securities of the Company, the assets, securities, rights, or warrants to which the holder of any Warrant would have been entitled immediately following such distribution if such Warrant had been exercised immediately prior to such distribution, shall be placed in escrow prior to such distribution, in an account to be established with the adjustment Warrant Agent. Such assets, securities, rights, or warrants are to be released to the holder of such Warrant upon exercise of such Warrant pursuant to Section 10(a)(ii)(1) and (B) the denominator terms of which this Warrant Agreement. Such adjustment, or deposit into escrow, shall be the Exercise Price immediately after such adjustmentmade successively whenever any event listed above shall occur.

Adjustment for Change in Capital Stock. (i) If If, after the date of this Warrant, the Company shall, at any time or from time to time, while this Warrant is outstanding, issue (a) pays a dividend or make a makes another distribution on its to all or substantially all holders of Common Stock (or Reference Property, to the extent applicable) payable exclusively in shares of its Common Stock; (b) subdivides the outstanding shares of Common Stock into a greater number of shares; or (or Reference Property, to c) combines the extent applicable) to all holders outstanding shares of its Common Stock (or Reference Property, to into a smaller number of shares; then the extent applicable), then, at Exercise Price will be adjusted based on the opening following formula: R1 = R X OS OS1 where: R1 = the Exercise Price in effect immediately after the open of business on the Ex-Dividend Date for such dividend or distribution: (1) The Exercise Price will be adjusted by multiplying such Exercise Price by a fraction: (A) , or immediately after the numerator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding at the close open of business on the Business Day effective date of such subdivision or combination, as the case may be; R = the Exercise Price in effect immediately preceding such Ex-Dividend Date; and (B) the denominator of which shall be the sum of the number of shares of Common Stock (or Reference Property, prior to the extent applicable) outstanding at the close open of business on the Business Day immediately preceding the Ex-Dividend Date for such dividend or distribution, plus or immediately prior to the total open of business on the effective date of such subdivision or combination, as the case may be; OS = the number of shares of Common Stock (or Reference Property, to the extent applicable) constituting such dividend or other distribution; and (2) The number of Warrant Shares will be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price outstanding immediately prior to the adjustment pursuant open of business on the Ex-Dividend Date for such dividend or distribution, or immediately prior to Section 10(a)(i)(1) the open of business on the effective date of such subdivision or combination, as the case may be; and (B) OS1 = the denominator number of which shall be the Exercise Price shares of Common Stock outstanding immediately after such adjustmentdividend or distribution, or immediately after the effective date of such subdivision or combination, as the case may be. Such adjustment shall become effective immediately after the open of business on the Ex-Dividend Date for such dividend or distribution, or the effective date for such subdivision or combination. If any dividend or distribution of the type described in this Section 10(a)(i) 3.2 is declared but not so paid or made, the Exercise Price shall again be adjusted immediately readjusted, effective as of the date the Company’s board of directors determines not to pay such dividend or distribution, or split or combine the outstanding shares of Common Stock, as the case may be, to the Exercise Price which that would then be in effect if such dividend dividend, distribution, share split or distribution share combination had not been declared. Except as set forth in the preceding sentence, in no event shall the Exercise Price be increased declared or the number of Warrant Shares be decreased pursuant to this Section 10(a)(i)announced. (ii) 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 (or Reference Property, to the extent applicable) into a greater number of shares of Common Stock (or Reference Property, to the extent applicable), 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 (or Reference Property, to the extent applicable) into a smaller number of shares of Common Stock (or Reference Property, to the extent applicable), 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: (1) The Exercise Price shall be adjusted by multiplying such Exercise Price by a fraction, the numerator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding immediately prior to such subdivision or combination and the denominator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding immediately after giving effect to such subdivision, combination or reclassification; and (2) The number of Warrant Shares will be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price immediately prior to the adjustment pursuant to Section 10(a)(ii)(1) and (B) the denominator of which shall be the Exercise Price immediately after such adjustment.

Adjustment for Change in Capital Stock. (iA) If the Company shall, at any time or and from time to time, time while this Warrant any of the Series C Preferred Stock is outstanding, issue a dividend or make a distribution on its Common Stock (or Reference Property, to the extent applicable) payable in shares of its Common Stock (or Reference Property, to the extent applicable) to all holders of its Common Stock (or Reference Property, to the extent applicable), then, then the Conversion Price at the opening of business on the Ex-Dividend Date for such dividend or distribution: (1) The Exercise Price distribution will be adjusted by multiplying such Exercise Conversion Price by a fraction: : (A1) the numerator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding at the close of business on the Business Day immediately preceding such Ex-Dividend Date; and and (B2) the denominator of which shall be the sum of the number of shares of Common Stock (or Reference Property, to the extent applicable) 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 Common Stock (or Reference Property, to the extent applicable) constituting such dividend or other distribution; and (2) The number of Warrant Shares will be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price immediately prior to the adjustment pursuant to Section 10(a)(i)(1) and (B) 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)(iSECTION 5(f)(i)(A) is declared but not so paid or made, the Exercise Conversion Price shall again be adjusted to the Exercise 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 Exercise Conversion Price be increased or the number of Warrant Shares be decreased pursuant to this Section 10(a)(iSECTION 5(f)(i)(A). (iiB) If the Company shall, at any time or from time to time while this Warrant any of the Series C Preferred Stock is outstanding, subdivide or reclassify its outstanding shares of Common Stock (or Reference Property, to the extent applicable) into a greater number of shares of Common Stock (or Reference Property, to the extent applicable), then the Exercise 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 this Warrant any of the Series C Preferred Stock is outstanding, combine or reclassify its outstanding shares of Common Stock (or Reference Property, to the extent applicable) into a smaller number of shares of Common Stock (or Reference Property, to the extent applicable), then the Exercise Conversion 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: (1) The Exercise Conversion Price shall be adjusted by multiplying such Exercise Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding immediately prior to such subdivision or combination and the denominator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding immediately after giving effect to such subdivision, combination or reclassification; and (2) The number of Warrant Shares will be adjusted by multiplying such number by a fraction: (A) . Such reduction or increase, as the numerator of which case may be, shall be the Exercise Price immediately prior to the adjustment pursuant to Section 10(a)(ii)(1) and (B) the denominator of which shall be the Exercise Price become effective immediately after the opening of business on the day upon which such adjustmentsubdivision, combination or reclassification becomes effective.

Adjustment for Change in Capital Stock. (i) If the Company shall, at any time or and from time to time, time while this Warrant is any shares of Series A Preferred Stock are outstanding, issue a dividend or make a distribution on its Class A Common Stock (or Reference Property, to the extent applicable) payable in shares of its Class A Common Stock (to all or Reference Property, to the extent applicable) to substantially all holders of its Class A Common Stock (or Reference PropertyStock, to then each of the extent applicable), then, at Share Exchange Price and the opening of business on the Ex-Dividend Date for such dividend or distribution: (1) The Exercise Cash Exchange Price will be adjusted by multiplying such Exercise Price each by a fraction: (A) I the numerator of which shall be the number of shares of Class A Common Stock (or Reference Property, to the extent applicable) outstanding at the close of business on the Business Day immediately preceding such Ex-Dividend Datethe applicable dividend or distribution date; and (B) II the denominator of which shall be the sum of the number of shares of Class A Common Stock (or Reference Property, to the extent applicable) outstanding at the close of business on the Business Day immediately preceding the Ex-Dividend Date for such applicable dividend or distributiondistribution date, plus the total number of shares of Class A Common Stock (or Reference Property, to the extent applicable) constituting such dividend or other distribution; and (2) The number of Warrant Shares will be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price immediately prior to the adjustment pursuant to Section 10(a)(i)(1) and (B) 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 shall again be adjusted to the Exercise 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 Exercise Price be increased or the number of Warrant Shares be decreased pursuant to this Section 10(a)(i). (ii) If the Company shall, at any time or from time to time while this Warrant is any shares of Series A Preferred Stock are outstanding, subdivide or reclassify its outstanding shares of Class A Common Stock (or Reference Property, to the extent applicable) into a greater number of shares of Class A Common Stock (or Reference Property, to the extent applicable)Stock, then each of the Exercise Share Exchange Price and the Cash Exchange 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 any shares of Series A Preferred Stock are outstanding, combine or reclassify its outstanding shares of Class A Common Stock (or Reference Property, in to the extent applicable) into a smaller number of shares of Class A Common Stock (or Reference Property, to the extent applicable)Stock, then each of the Exercise Share Exchange Price and the Cash Exchange 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, each of the Share Exchange Price and the Cash Exchange Price shall be adjusted by multiplying each such Share Exchange Price and Cash Exchange Price by a fraction, the numerator of which shall be the number of shares of Class A Common Stock outstanding immediately prior to such subdivision or combination and the denominator of which shall be the number of shares of Class A Common Stock outstanding immediately after giving effect to such subdivision, combination or reclassification. Such increase or reduction, as the case may be, shall become effective immediately after the opening of business on the day upon which such subdivision, combination or reclassification becomes effective: (1) The Exercise Price shall be adjusted by multiplying such Exercise Price by a fraction, the numerator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding immediately prior to such subdivision or combination and the denominator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding immediately after giving effect to such subdivision, combination or reclassification; and (2) The number of Warrant Shares will be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price immediately prior to the adjustment pursuant to Section 10(a)(ii)(1) and (B) the denominator of which shall be the Exercise Price immediately after such adjustment.

Adjustment for Change in Capital Stock. If, after the date hereof, the Company: (ia) If the Company shall, at any time or from time to time, while this Warrant is outstanding, issue pays a dividend or make a makes another distribution on its to all or substantially all holders of Common Stock (or Reference Property, to the extent applicable) payable exclusively in shares of its Common Stock; (b) subdivides the outstanding shares of Common Stock into a greater number of shares; or (or Reference Property, to c) combines the extent applicable) to all holders outstanding shares of its Common Stock (or Reference Property, to into a smaller number of shares; then the extent applicable), then, at Conversion Price will be adjusted based on the opening following formula: R1 = R × OS1 where: R1 = the Conversion Price in effect immediately after the open of business on the Ex-Dividend Date for such dividend or distribution: (1) The Exercise Price will be adjusted by multiplying such Exercise Price by a fraction: (A) , or immediately after the numerator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding at the close open of business on the Business Day effective date of such subdivision or combination, as the case may be; R = the Conversion Price in effect immediately preceding such Ex-Dividend Date; and (B) the denominator of which shall be the sum of the number of shares of Common Stock (or Reference Property, prior to the extent applicable) outstanding at the close open of business on the Business Day immediately preceding the Ex-Dividend Date for such dividend or distribution, plus or immediately prior to the total open of business on the effective date of such subdivision or combination, as the case may be; OS1 = the number of shares of Common Stock (or Reference Property, to the extent applicable) constituting such dividend or other distribution; and (2) The number of Warrant Shares will be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price outstanding immediately prior to the adjustment pursuant open of business on the Ex-Dividend Date for such dividend or distribution, or immediately prior to Section 10(a)(i)(1) the open of business on the effective date of such subdivision or combination, as the case may be; and (B) OS = the denominator number of which shall be the Exercise Price shares of Common Stock outstanding immediately after such adjustmentdividend or distribution, or immediately after the effective date of such subdivision or combination, as the case may be. Such adjustment shall become effective immediately after the open of business on the Ex-Dividend Date for such dividend or distribution, or the effective date for such subdivision or combination. If any dividend or distribution of the type described in this Section 10(a)(i) 13.5 is declared but not so paid or made, or the Exercise outstanding shares of Common Stock are not split or combined, as the case may be, the Conversion Price shall again be adjusted immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or split or combine the outstanding shares of Common Stock, as the case may be, to the Exercise Conversion Price which that would then be in effect if such dividend dividend, distribution, share split or distribution share combination had not been declareddeclared or announced. Except as set forth in the preceding sentenceIf, in no event shall the Exercise Price be increased or the number after an adjustment, a Purchaser upon conversion of Warrant Shares be decreased pursuant to this Section 10(a)(i). (ii) If the Company shall, at any time or from time to time while this Warrant is outstanding, subdivide or reclassify its outstanding Note may receive shares of two or more classes of Capital Stock of the Company, the Conversion Price 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 XIII with respect to the Common Stock, on terms comparable to those applicable to Common Stock (or Reference Property, to the extent applicable) into a greater number of shares of Common Stock (or Reference Property, to the extent applicable), 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 (or Reference Property, to the extent applicable) into a smaller number of shares of Common Stock (or Reference Property, to the extent applicable), 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: (1) The Exercise Price shall be adjusted by multiplying such Exercise Price by a fraction, the numerator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding immediately prior to such subdivision or combination and the denominator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding immediately after giving effect to such subdivision, combination or reclassification; and (2) The number of Warrant Shares will be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price immediately prior to the adjustment pursuant to Section 10(a)(ii)(1) and (B) the denominator of which shall be the Exercise Price immediately after such adjustmentArticle XIII.

Adjustment for Change in Capital Stock. (i) If the Company shall, at any time or from time to time, while this Warrant is outstanding, issue Company 1. pays a dividend or make makes a distribution on its Common Stock (or Reference Property, to the extent applicable) payable in shares any class of its Common Stock (or Reference Property, to the extent applicable) to all holders in shares of any class of its Common Stock (or Reference Property, to the extent applicable), then, at the opening of business on the Ex-Dividend Date for such dividend or distribution:Stock; (1) The Exercise Price will be adjusted by multiplying such Exercise Price by a fraction: (A) the numerator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding at the close of business on the Business Day immediately preceding such Ex-Dividend Date; and (B) the denominator of which shall be the sum of the number of shares of Common Stock (or Reference Property, to the extent applicable) 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 Common Stock (or Reference Property, to the extent applicable) constituting such dividend or other distribution; and (2) The number of Warrant Shares will be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price immediately prior to the adjustment pursuant to Section 10(a)(i)(1) and (B) 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 shall again be adjusted to the Exercise 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 Exercise Price be increased or the number of Warrant Shares be decreased pursuant to this Section 10(a)(i). (ii) If the Company shall, at any time or from time to time while this Warrant is outstanding, subdivide or reclassify subdivides its outstanding shares of any class of Common Stock (or Reference Property, to the extent applicable) into a greater number of shares of Common Stock (or Reference Property, to the extent applicable), 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 shares; 3. combines its outstanding shares of any class of Common Stock (or Reference Property, to the extent applicable) into a smaller number of shares; or 4. issues by reclassification of any class of its Com mon Stock any shares of Common Stock (or Reference Property, to the extent applicable), its capital stock; then the Exercise Price (subject to the provisions of subsection B of this Section 7) and the aggregate number and kind of shares of capital stock of the Company purchasable upon exercise of this Warrant in effect at the opening of business on the day upon which immediately prior to such combination or reclassification becomes effective action shall be proportionately increasedadjusted so that the holder of this Warrant thereafter exercised may receive the aggregate number and kind of shares of capital stock of the Company which it would have owned immediately following such action (whether or not this Warrant was, at the time, exercisable in accordance with the provisions thereof for shares of the class of Common Stock affected) if such Warrant had been exercised immediately prior to such action, as reasonably determined by the Board of Directors of the Company in good faith. In each such case, The adjustment shall become effective immediately after the opening record date in the case of business on the day upon which such subdivision, combination a dividend or reclassification becomes effective: (1) The Exercise Price shall be adjusted by multiplying such Exercise Price by a fraction, the numerator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding immediately prior to such subdivision or combination distribution and the denominator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding immediately after giving effect to such the effective date in the case of a subdivision, combination or reclassification; and (2) The number . If after an adjustment the holder of this Warrant Shares will be upon exercise of such Warrant may receive shares of two or more classes of capital stock of the Company, the Board of Directors of the Company shall reasonably determine in good faith the allocation of the adjusted by multiplying Exercise Price between the classes of capital stock. After such number by a fraction: (A) allocation, the numerator of which shall be exercise privilege and the Exercise Price immediately of each class of capital stock shall thereafter be subject to adjustment on terms comparable to those applicable to Common Stock in this Section. Such adjustment shall be made successively whenever any event listed above shall occur. The Company agrees to give at least ten (10) days prior written notice to the holder of this Warrant, in the manner set forth in this Warrant, of the record date for (i) any action or transaction to be taken or entered into by the Company that would require any adjustment pursuant to this Section 10(a)(ii)(17 or (ii) and (B) any dividend or distribution on the denominator Common Stock of which the Company; provided, however, that failure to give or receive such notice or any defect therein shall be not affect the Exercise Price immediately after such adjustmentlegality or validity of the related action or transaction.

Adjustment for Change in Capital Stock. If, after the Issue Date of the Securities, the Company: (ia) If the Company shall, at any time or from time to time, while this Warrant is outstanding, issue pays a dividend or make makes a distribution on its Common Stock (or Reference Property, to the extent applicable) payable exclusively in shares of its Common Stock on all or substantially all shares of the Company’s Common Stock; (or Reference Property, to b) subdivides the extent applicable) to all holders outstanding shares of its Common Stock into a greater number of shares; or (or Reference Propertyc) combines the outstanding shares of Common Stock into a smaller number of shares; then the Base Conversion Rate will be adjusted based on the following formula: where, to R' = the extent applicable), then, at Base Conversion Rate in effect immediately after the opening Open of business Business on the Ex-Dividend Date for such dividend or distribution: (1) The Exercise Price will be adjusted by multiplying , or immediately after the Open of Business on the effective date of such Exercise Price by a fraction: (A) subdivision or combination, as the numerator of which shall be case may be; R = the number of shares of Common Stock (or Reference Property, Base Conversion Rate in effect immediately prior to the extent applicable) outstanding at the close Open of business Business on the Business Day immediately preceding such Ex-Dividend Date; and (B) the denominator of which shall be the sum of the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding at the close of business on the Business Day immediately preceding the Ex-Dividend Date for such dividend or distribution, plus or immediately prior to the total Open of Business on the effective date of such subdivision or combination, as the case may be; OS' = the number of shares of Common Stock (or Reference Property, to the extent applicable) constituting such dividend or other distribution; and (2) The number of Warrant Shares will be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price outstanding immediately prior to the adjustment pursuant Open of Business on the Ex-Dividend Date for such dividend or distribution, or immediately prior to Section 10(a)(i)(1) the Open of Business on the effective date of such subdivision or combination, as the case may be; and (B) OS = the denominator number of which shall be the Exercise Price shares of Common Stock outstanding immediately after such adjustmentdividend or distribution, or immediately after the effective date of such subdivision or combination, as the case may be. Such adjustment shall become effective immediately after the Open of Business on the Ex-Dividend Date for such dividend or distribution, or the effective date for such subdivision or combination. If any dividend or distribution of the type described in this Section 10(a)(i) 10.06 is declared but not so paid or made, or the Exercise Price outstanding shares of Common Stock are not split or combined, as the case may be, the Base Conversion Rate shall again be adjusted immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or split or combine the outstanding shares of Common Stock, as the case may be, to the Exercise Price which Base Conversion Rate that would then be in effect if such dividend dividend, distribution, share split or distribution share combination had not been declared. Except as set forth in the preceding sentence, in no event shall the Exercise Price be increased declared or the number of Warrant Shares be decreased pursuant to this Section 10(a)(i)announced. (ii) 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 (or Reference Property, to the extent applicable) into a greater number of shares of Common Stock (or Reference Property, to the extent applicable), 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 (or Reference Property, to the extent applicable) into a smaller number of shares of Common Stock (or Reference Property, to the extent applicable), 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: (1) The Exercise Price shall be adjusted by multiplying such Exercise Price by a fraction, the numerator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding immediately prior to such subdivision or combination and the denominator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding immediately after giving effect to such subdivision, combination or reclassification; and (2) The number of Warrant Shares will be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price immediately prior to the adjustment pursuant to Section 10(a)(ii)(1) and (B) the denominator of which shall be the Exercise Price immediately after such adjustment.

Adjustment for Change in Capital Stock. If,after the -------------------------------------- date hereof, the Company: (i) If the Company shall, at any time or from time to time, while this Warrant is outstanding, issue pays a dividend or make makes a distribution on its shares of Common Stock (or Reference Property, to the extent applicable) payable in shares of its Common Stock (or Reference Property, to the extent applicable) to all holders of its Common Stock (or Reference Property, to the extent applicable), then, at the opening of business on the Ex-Dividend Date for such dividend or distribution: (1) The Exercise Price will be adjusted by multiplying such Exercise Price by a fraction: (A) the numerator of which shall be the number of shares of Common Stock (or Reference Property, other than any such dividend to the extent applicablecovered by Section 5.03); (ii) subdivides any of its outstanding at the close of business on the Business Day immediately preceding such Ex-Dividend Date; and (B) the denominator of which shall be the sum of the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding at the close of business on the Business Day immediately preceding the Ex-Dividend Date for such dividend or distribution, plus the total into a greater number of shares; (iii) combines any of its outstanding shares of Common Stock into a smaller number of shares; (iv) pays a dividend or Reference Propertymakes a distribution on shares of Common Stock in shares of Capital Stock (as defined below) (other than Common Stock or rights, warrants, or options for its Common Stock to the extent applicablesuch issuance or distribution is covered by Section 5.03); or (v) constituting issues by reclassification of any of its Common Stock or any shares of 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, combination or reclassification. In the event that such dividend or other distribution; and (2) The number of Warrant Shares will be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price immediately prior to the adjustment pursuant to Section 10(a)(i)(1) and (B) 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 mademade or such subdivision, combination or reclassification is not effected, the Exercise Price Rate shall again be adjusted to be the Exercise Price Rate which would then be in effect if such dividend record date or distribution effective date had not been declaredso fixed. Except If after an adjustment a holder of a Warrant upon exercise of such Warrant may receive shares of two or more classes of Capital Stock of the Company, the Exercise Rate shall thereafter be subject to adjustment upon the occurrence of an action taken with respect to any such class of Capital Stock as set forth is contemplated by this Article V with respect to the Common Stock, on terms comparable to those applicable to Common Stock in this Article V. Nothing in this Section 5.01(a) shall require any adjustment in the preceding sentenceExercise Rate upon (i) the issuance, in no event shall the Exercise Price be increased conversion, exchange or the number exercise of Warrant Shares be decreased pursuant options to this Section 10(a)(i). (ii) If the Company shall, at any time or from time to time while this Warrant is outstanding, subdivide or reclassify its outstanding acquire shares of Common Stock (by, or Reference Propertythe 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 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 extent applicablethen Current Market Value of the Common Stock underlying such options or restricted stock or (ii) the reclassification of the Company's Common Stock into a greater number 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 Reference Property, otherwise transfers such shares to any person other than an affiliate of the extent applicable), 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 (or Reference Property, to the extent applicable) into a smaller number of shares of Common Stock (or Reference Property, to the extent applicable), 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: (1) The Exercise Price shall be adjusted by multiplying such Exercise Price by a fraction, the numerator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding immediately prior to such subdivision or combination and the denominator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding immediately after giving effect to such subdivision, combination or reclassification; and (2) The number of Warrant Shares will be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price immediately prior to the adjustment pursuant to Section 10(a)(ii)(1) and (B) the denominator of which shall be the Exercise Price immediately after such adjustmentholder.

Adjustment for Change in Capital Stock. Except as set forth in Section 8.14 of this Third Supplemental Indenture, if, after the Issue Date of the 2015 Notes, the Company: (ia) If the Company shall, at any time or from time to time, while this Warrant is outstanding, issue pays a dividend or make makes a distribution on its Common Stock (or Reference Property, to the extent applicable) payable in shares of its Common Stock; (b) subdivides its outstanding shares of Common Stock into a greater number of shares; (c) pays a dividend or makes a distribution on its Common Stock in shares of its Capital Stock (other than Common Stock or Reference Propertyrights, to the extent applicablewarrants or options for its Capital Stock); (d) to all holders combines its outstanding shares of Common Stock into a smaller number of shares; or (e) issues by reclassification of its Common Stock any shares of its Capital Stock (other than rights, warrants or Reference Property, to the extent applicableoptions for its Capital Stock), then, at then the opening of business on conversion privilege and the Ex-Dividend Date for Conversion Rate in effect immediately prior to such dividend or distribution: (1) The Exercise Price will action shall be adjusted by multiplying such Exercise Price by so that the Holder of a fraction: (A) the numerator of which shall be 2015 Note thereafter converted may receive the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding at the close other units of business on the Business Day immediately preceding such Ex-Dividend Date; and (B) the denominator of which shall be the sum Capital Stock of the number Company which such Holder would have owned immediately following such action if such Holder had converted the 2015 Note immediately prior to such action. The adjustment shall become effective, in the case of shares a dividend or distribution described in Section 8.6(a) or (c) above, immediately after the record date of Common Stock (or Reference Property, to the extent applicable) 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 Common Stock (or Reference Property, to the extent applicable) constituting such dividend or other distribution; and (2) The number of Warrant Shares will be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price immediately prior to the adjustment pursuant to Section 10(a)(i)(1) and (B) 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)(i8.6 (a) or (c) above is declared but not so paid or made, the Exercise Price new Conversion Rate shall again be adjusted readjusted, as of the date that is the earlier of (x) the public announcement of such non-payment or (y) the date the dividend or distribution was to have been paid or made, to the Exercise Price which Conversion Rate that would then be in effect if such dividend or distribution had not been declared. Except as set forth The adjustment shall become effective, in the preceding sentence, in no event shall the Exercise Price be increased or the number case of Warrant Shares be decreased pursuant to this Section 10(a)(i). (ii) 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 (or Reference Property, to the extent applicable) into a greater number of shares of Common Stock (or Reference Property, to the extent applicable), 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 (or Reference Property, to the extent applicable) into a smaller number of shares of Common Stock (or Reference Property, to the extent applicable), 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: described in Section 8.6(b), (1d) The Exercise Price shall be adjusted by multiplying such Exercise Price by a fractionor (e) above, the numerator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding immediately prior to such subdivision or combination and the denominator of which shall be the number of shares of Common Stock (or Reference Property, to the extent applicable) outstanding immediately after giving effect to the effective date in the case of such subdivision, combination or reclassification; and (2) The number of Warrant Shares will be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price immediately prior to the adjustment pursuant to Section 10(a)(ii)(1) and (B) the denominator of which shall be the Exercise Price immediately after such adjustment.