Common use of Adjustment for Rights Issue Clause in Contracts

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them for a period expiring within 45 days after the record date mentioned below to purchase shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock, at a price per share less than the Fair Value per share on that record date, the Exercise Price shall be adjusted in accordance with the formula: O + N x P E’ = E x M O + N where: E’ = the adjusted Exercise Price. E = the then current Exercise Price. O = the number of shares of Common Stock outstanding on the record date. N = the number of additional shares of Common Stock issuable pursuant to such rights, options or warrants. P = the aggregate price per share of the additional shares. M = the Fair Value per share of Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Exercise Price shall be immediately readjusted to what it would have been if “N” in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them for a period expiring within 45 days after the record date mentioned below to purchase shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock, at a price per share less than the Fair Value Closing Price per share on that record datethe Business Day immediately preceding the ex-dividend date for such distribution of rights, options or warrants, the Exercise Price number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: O + N x P E’ = E x M O + N where: EN’ = the adjusted Exercise Pricenumber of shares of Common Stock issuable upon exercise of each Warrant. E N = the then current Exercise Pricenumber of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares of Common Stock outstanding on the record datedate for such distribution. N A = the number of additional shares of Common Stock issuable pursuant to such rights, options rights or warrants. P = the aggregate purchase price per share of the additional shares. M = the Fair Value Closing Price per share of Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Exercise Price number of shares of Common Stock issuable upon exercise of each Warrant shall be immediately readjusted to what it would have been if “N” in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company DIMAC Holdings distributes (and receives no consideration therefor) any rights, options or warrants (whether or not immediately exercisable) to all holders of any class of its Common Stock entitling them for a period expiring within 45 days after the record date mentioned below to purchase shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock, at a price per share less than the Fair Specified Value per share on that the record datedate relating to such distribution, the Exercise Price Warrant Number shall be adjusted in accordance with the following formula: W'=~W `TIMES` {O `+` N} OVER {O `+ `{{N x P E’ = E x M O + N `TIMES` P} OVER M}} where: E’ W' = the adjusted Exercise PriceWarrant Number. E W = the then current Exercise PriceWarrant Number immediately prior to the record date for any such distribution. O = the number of shares of Common Stock outstanding on the record datedate for any such distribution. N = the number of additional shares of Common Stock issuable pursuant to upon exercise of such rights, options or warrants. P = the aggregate exercise price per share of the additional sharessuch rights, options or warrants. M = the Fair Specified Value per share of Common Stock on the record datedate for any such distribution. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Exercise Price adjusted Warrant Number shall be immediately readjusted to what it would have been if “"N” " in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them for a period expiring within 45 days after the record date mentioned below to purchase shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock, at a price per share less than the Fair Value Last Reported Sale Price per share on that record datethe Business Day immediately preceding the ex-dividend date for such distribution of rights, options or warrants, the Exercise Price number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: O + N x P E’ = E x M O + N where: EN’ = the adjusted Exercise Pricenumber of shares of Common Stock issuable upon exercise of each Warrant. E N = the then current Exercise Pricenumber of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares of Common Stock outstanding on the record datedate for such distribution. N A = the number of additional shares of Common Stock issuable pursuant to such rights, options or warrants. P = the aggregate purchase price per share of the additional shares. M = the Fair Value Last Reported Sale Price per share of Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Exercise Price number of shares of Common Stock issuable upon exercise of each Warrant shall be immediately readjusted to what it would have been if “N” in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them for a period expiring within 45 days at any time after the record date mentioned below to purchase shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock, at a price per share less than the Fair Value Current Market Price (as defined in Section 10(f)) per share on that record date, the Exercise Price shall be adjusted in accordance with the formula: O + N x P O + ----- M E’ = ' + E x M --------- O + N where: E’ ' = the adjusted Exercise Price. E = the then current Exercise Price. O = the number of shares of Common Stock outstanding on the record date. N = the number of additional shares of Common Stock issuable pursuant to such upon exercise of the rights, options or warrants offered. P = the exercise price per share of the additional shares issuable upon exercise of the rights, options or warrants. P = the aggregate price per share of the additional shares. M = the Fair Value Current Market Price per share of Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, (i) not all rights, options or warrants shall have been exercised, or (ii) the exercise price per share for which shares of Common Stock are issuable pursuant to such rights, options or warrants shall be increased or decreased solely by virtue of provisions therein contained for an automatic increase or decrease in such exercise price per share upon the occurrence of a specified date or event, then, the Exercise Price shall be immediately readjusted to what it would have been if “if, in the case of clause (i) above, "N” " in the above formula had been the number of shares actually issuedissued or, in the case of clause (ii) above, "P" in the above formula had been the exercise price per share, as so increased or decreased, as the case may be.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them for a period expiring within 45 days after the record date mentioned below to purchase shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock, at a price per share less than the Fair Value per share on that record date, the Exercise Price shall be adjusted in accordance with the formula: O + N x P E’ = E x M O + N where: E’ = the adjusted Exercise Price. E = the then current Exercise Price. O = the number of shares of Common Stock outstanding on the record date. N = the number of additional shares of Common Stock issuable pursuant to such rights, options or warrants. P = the aggregate price per share of the additional shares. M = the Fair Value per share of Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants; provided that no further adjustment shall be made upon the subsequent issue or sale of Common Stock pursuant to such rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Exercise Price shall be immediately readjusted to what it would have been if “N” in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them for a period expiring within 45 days after the record date mentioned below to purchase shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock, at a price per share less than the Fair Value current market price per share on that the record datedate for determining holders entitled to the distribution of rights, options or warrants, the Exercise Price number of shares of Common Stock issuable upon exercise of each Class C-3 Warrant shall be adjusted in accordance with the formula: N1 = N × O + N x P E’ = E x M A O + N (A × P/M) where: E’ N1 = the adjusted Exercise Pricenumber of shares of Common Stock issuable upon exercise of each Class C-3 Warrant. E N = the then current Exercise Pricenumber of shares of Common Stock issuable upon exercise of each Class C-3 Warrant. O = the number of shares of Common Stock outstanding on the record date. N A = the number of additional shares of Common Stock issuable pursuant to such rights, options or warrantsoffered. P = the aggregate purchase price per share of the additional shares. M = the Fair Value current market price per share of Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Exercise Price number of shares of Common Stock issuable upon exercise of each Class C-3 Warrant shall be immediately readjusted to what it would have been if “N” in the above formula had been the number of shares actually issuedissued at the end of the period.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them for a period expiring within 45 days after the record date mentioned set forth below to purchase subscribe for shares of Common Stock or securities convertible into, or exchangeable or exercisable or exchangeable for, shares of Common Stock, in either case, at a price per share less than the Fair Value (as defined in subsection (g) of this Section 8) per share on that record date, the applicable Exercise Price shall be adjusted in accordance with the formula: O + N x P ---------- E’ ' = E x M ----------------------- O + N where: E’ ' = the adjusted Exercise Price. E = the then current Exercise Price. O = the number of shares of Common Stock outstanding on the record date. N = the number of additional shares of Common Stock issuable issued pursuant to such rights, options or warrants. P = the aggregate price per share of the additional sharesshares of Common Stock. M = the Fair Value per share of Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the applicable Exercise Price shall be immediately readjusted to what it would have been if “"N” " in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, --------------------------- options or warrants entitling any person to all holders of its Common Stock entitling them subscribe for a period expiring within 45 days after the record date mentioned below to purchase shares of Common Stock or securities convertible into, or exchangeable or exercisable or exchangeable for, Common Stock, Stock at a an offering price per share which is less than the Fair Value Current Market Price per share on that record datedate for such issuance, the Exercise Price shall be adjusted in accordance with the formula: O + N x P O + ----- M E’ ' = E x M --------- O + N where: E’ ' = the adjusted Exercise Price. E = the then current Exercise Price. O = the number of shares of Common Stock outstanding on the record date. N = the number of additional shares of Common Stock issuable pursuant to such rights, options or warrantsoffered. P = the aggregate offering price per share of the additional shares. M = the Fair Value Current Market Price per share of Common Stock on the record date. For purposes of this subsection (b), the "offering price" shall include the amount initially paid for such rights, options or warrants plus the amount to be paid upon exercise or conversion of such rights, options or warrants. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Exercise Price shall be immediately readjusted to what it would have been if “"N” " in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them for a period expiring within 45 days after the record date mentioned below to purchase shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock, at a price per share less than the Fair Value current market price per share on that the record datedate for determining holders entitled to the distribution of rights, options or warrants, the Exercise Price number of shares of Series C Preferred Stock issuable upon the exercise of this Warrant shall be adjusted in accordance with the formula: O + A N' = N x P E’ = E x M ------------- O + N (A x P/M) where: E’ N' = the adjusted Exercise Pricenumber of shares of Series C Preferred Stock issuable upon the exercise of this Warrant. E N = the then current Exercise Pricenumber of shares of Series C Preferred Stock issuable upon the exercise of this Warrant. O = the number of shares of Common Stock outstanding on the record date. N A = the number of additional shares of Common Stock issuable pursuant to such rights, options or warrantsoffered. P = the aggregate purchase price per share of the additional sharesshares of Common Stock offered. M = the Fair Value current market price per share of Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Exercise Price number of shares of Series C Preferred Stock issuable upon the exercise of this Warrant shall be immediately readjusted to what it would have been if “"N” " in the above formula had been the number of shares actually issuedissued at the end of the period.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them to subscribe for a period expiring within 45 days after the record date mentioned below to purchase shares of Common Stock or securities convertible into, or exchangeable or exercisable or exchangeable for, shares of Common Stock, in either case, at a price per share less than the Fair Market Value per share on that record date, the Exercise Price shall be adjusted in accordance with the formula: O + N x X P ----- E’ ' = E x M ----------------------- O + N where: E’ ' = the adjusted Exercise Price. E = the then current Exercise Price. O = the number of shares of Common Stock outstanding on the record date. N = the number of additional shares of Common Stock issuable issued pursuant to such rights, options or warrants. P = the aggregate price per share of the additional shares. M = the Fair Market Value per share of Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Exercise Price shall be immediately readjusted to what it would have been if “"N” " in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them for a period expiring within 45 60 days after the record date mentioned below to purchase shares of Common Stock or securities convertible into, or exchangeable or exercisable or exchangeable for, Common Stock, Stock at a price per share (or with an initial conversion, exchange or exercise price) less than the Fair Value current market price per share on that record date, the Exercise Price shall be adjusted in accordance with the following formula: O + N x P ------ E’ ' = E x M ---------- O + N where: E’ ' = the adjusted Exercise Price. E = the then current Exercise Price. O = the number of shares of Common Stock outstanding on the record date. N = the number of additional shares of Common Stock issuable pursuant to such rights, options or warrantsoffered. P = the aggregate offering price per share of the additional shares. M = the Fair Value current market price per share of Common Stock on the record date. The adjustment pursuant to this subsection (b) shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Exercise Price shall be immediately readjusted to what it would have been if “"N” " in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them for a period expiring within 45 days after the record date mentioned below to purchase shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock, at a price per share less than the Fair Value Last Reported Sale Price per share on that record datethe Business Day immediately preceding the ex-dividend date for such distribution of rights, options or warrants, the Exercise Price number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: N’= N x O + N x P E’ = E x M A O + N (A x P/ M) where: EN’ = the adjusted Exercise Pricenumber of shares of Common Stock issuable upon exercise of each Warrant. E N = the then current Exercise Pricenumber of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares of Common Stock outstanding on the record datedate for such distribution. N A = the number of additional shares of Common Stock issuable pursuant to such rights, options or warrants. P = the aggregate purchase price per share of the additional shares. M = the Fair Value Last Reported Sale Price per share of Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Exercise Price number of shares of Common Stock issuable upon exercise of each Warrant shall be immediately readjusted to what it would have been if “N” in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them for a period expiring within 45 days after the record date mentioned below to purchase shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock, at a price per share less than the Fair Value current market price per share on that the record datedate for determining holders entitled to the distribution of rights, options or warrants, the Exercise Price number of shares of Common Stock issuable upon exercise of each Class C-1 Warrant shall be adjusted in accordance with the formula: N1 = N x O + N x P E’ = E x M A O + N (A x P/M) where: E’ N1 = the adjusted Exercise Pricenumber of shares of Common Stock issuable upon exercise of each Class C-1 Warrant. E N = the then current Exercise Pricenumber of shares of Common Stock issuable upon exercise of each Class C-1 Warrant. O = the number of shares of Common Stock outstanding on the record date. N A = the number of additional shares of Common Stock issuable pursuant to such rights, options or warrantsoffered. P = the aggregate purchase price per share of the additional shares. M = the Fair Value current market price per share of Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Exercise Price number of shares of Common Stock issuable upon exercise of each Class C-1 Warrant shall be immediately readjusted to what it would have been if “N” in the above formula had been the number of shares actually issuedissued at the end of the period.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them for a period expiring within 45 days after the record date mentioned below to purchase shares of Common Stock Stock, or securities convertible into, or exercisable into or exchangeable for, for shares of Common Stock, at a price per share less than the Fair Market Value (as defined herein) per share on that record date, the Exercise Price shall be adjusted in accordance with the formula: O + N x P ----- E’ ' = E x M ---------- O + N where: E’ ' = the adjusted Exercise Price. E = the then current Exercise Price. O = the number of shares of Common Stock outstanding on the record date. N = the number of additional shares of Common Stock issuable pursuant to such rights, options or warrantsoffered. P = the aggregate offering price per share of the additional shares. M = the Fair Market Value per share of Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Exercise Price shall be immediately readjusted to what it would have been if “"N” " in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants entitling a holder thereof to substitute for or purchase any share of Common Stock of the Company ("Rights") to all holders of its Common Stock entitling them for a period expiring within 45 days after the record date mentioned below to purchase shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock, at a price per share less than the Fair Value Current Market Price (as defined in Subsection 10(h) below) per share on that record datethe date of distribution of such Rights, the Exercise Price shall be adjusted in accordance with the formula: O + N x P ----- E’ ' = E x O + M ----- O + N where: E’ ' = the adjusted Exercise Price. E = the then current Exercise Price. O = the number of shares of Common Stock outstanding on the record date. N = the number of additional shares of Common Stock issuable pursuant to such rights, options or warrantsoffered. P = the aggregate offering price per share of the additional sharesshares of Common Stock. M = the Fair Value Current Market Price per share of Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options or warrants Rights are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrantssuch Rights. If at the end of the period during which such rights, options or warrants Rights are exercisable, not all rights, options or warrants Rights shall have been exercised, the Exercise Price shall be immediately readjusted to what it would have been if “"N” " in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, options options, or warrants to all holders of its Common Stock entitling them for a period expiring within 45 days after the record date mentioned below to purchase shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock, at a price per share less than the Fair Value Closing Price per share of Common Stock on that record datethe trading day immediately preceding the ex-dividend date for such distribution of rights, options, or warrants, the Exercise Price number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: N’ = N x O + N x P E’ = E x M A O + N (A x P/M) where: EN’ = the adjusted Exercise Pricenumber of shares of Common Stock issuable upon exercise of each Warrant. E N = the then current Exercise Pricenumber of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares of Common Stock outstanding on the record datedate for such distribution. N A = the number of additional shares of Common Stock issuable pursuant to such rights, options options, or warrants. P = the aggregate purchase price per share of the additional sharesshares pursuant to such rights, options, or warrants. M = the Fair Value Closing Price per share of Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options options, or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options options, or warrants. If at the end of the period during which such rights, options options, or warrants are exercisable, not all rights, options options, or warrants shall have been exercised, the Exercise Price number of shares of Common Stock issuable upon exercise of each Warrant shall be immediately readjusted to what it would have been if “NA” in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company Enterprises distributes any rights, options or warrants to all holders of its Common Stock entitling them for a period expiring within 45 days after the record date mentioned below to purchase shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock, at a price per share less than the Fair Value (as defined herein) per share on that record date, the Exercise Price shall be adjusted in accordance with the formula: O + N x P ----- E’ ' = E x M -------- O + N where: E’ ' = the adjusted Exercise Price. E = the then current Exercise Price. O = the number of shares of Common Stock issued and outstanding on the record date. N = the number of additional shares of Common Stock issuable pursuant to such rights, options or warrantsoffered. P = the aggregate offering price per share of the additional shares. M = the Fair Value per share on the record date of Common Stock on the record dateoffered. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If Subject to paragraph (p) of this Section 11, if at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Exercise Price (and any subsequent adjustment thereto) shall be immediately readjusted to what it would have been if “"N” " in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them for a period expiring within 45 days after the record date mentioned below to purchase shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock, at a price per share less than the Fair Value current market price per share on that the record datedate for determining holders entitled to the distribution of rights, options or warrants, the Exercise Price number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: N' = N x O + N x P E’ = E x M A --------------------- O + N (A x P/M) where: E’ N'= the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the adjusted Exercise Price. E = the then current Exercise Pricenumber of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares of Common Stock outstanding on the record date. N A = the number of additional shares of Common Stock issuable pursuant to such rights, options or warrantsoffered. P = the aggregate purchase price per share of the additional shares. M = the Fair Value current market price per share of Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Exercise Price number of shares of Common Stock issuable upon exercise of each Warrant shall be immediately readjusted to what it would have been if “"N” " in the above formula had been the number of shares actually issuedissued at the end of the period.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them to subscribe for a period expiring within 45 days after the record date mentioned below to purchase shares of Common Stock or securities convertible into, or exchangeable or exercisable or exchangeable for, shares of Common Stock, in either case, at a price per share less than the Fair Market Value per share on that record date, the Exercise Price shall be adjusted in accordance with the formula: O + N x X P ----- E’ ' = E x M ----------------- O + N where: E’ ' = the adjusted Exercise Price. E = the then current Exercise Price. O = the number of shares of Common Stock outstanding on the record date. N = the number of additional shares of Common Stock issuable issued pursuant to such rights, options or warrants. P = the aggregate price per share of the additional shares. M = the Fair Market Value per share of Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Exercise Price shall be immediately readjusted to what it would have been if “"N” " in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Class C Common Stock entitling them for a period expiring within 45 days after the record date mentioned below to purchase shares of Class C Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock, at a price per share less than the Fair Value (as defined herein) per share on that record date, the Exercise Price shall be adjusted in accordance with the formula: O + N x P ------- E’ ' = E x M --------------- O + N where: E’ ' = the adjusted Exercise Price. E = the then current Exercise Price. O = the number of shares of Class C Common Stock outstanding on the record date. N = the number of additional shares of Class C Common Stock issuable issued pursuant to such rights, options or warrants. P = the aggregate price per share of the additional shares. M = the Fair Value per share of Class C Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Exercise Price shall be immediately readjusted to what it would have been if “"N” " in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them for a period expiring within 45 days after the record date mentioned below to purchase shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock, at a price per share less than the Fair Value per share on that record date, the Exercise Price shall be adjusted in accordance with the formula: O + N x P E’ = E x M O + N where: E’ = =the adjusted Exercise Price. E = =the then current Exercise Price. O = =the number of shares of Common Stock outstanding on the record date. N = =the number of additional shares of Common Stock issuable pursuant to such rights, options or warrants. P = =the aggregate price per share of the additional shares. M = =the Fair Value per share of Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Exercise Price shall be immediately readjusted to what it would have been if “N” in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them for a period expiring within 45 days after the record date mentioned set forth below to purchase subscribe for shares of Common Stock or securities convertible into, or exchangeable or exercisable or exchangeable for, shares of Common Stock, in either case, at a price per share less than the Fair Market Value per share on that record date, the Exercise Price shall be adjusted in accordance with the formula: O + N x X P ----- E’ ' = E x M ----------- O + N where: E’ ' = the adjusted Exercise Price. E = the then current Exercise Price. O = the number of shares of Common Stock outstanding on the record date. N = the number of additional shares of Common Stock issuable issued pursuant to such rights, options or warrants. P = the aggregate price per share of the additional shares. M = the Fair Market Value per share of Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Exercise Price shall be immediately readjusted to what it would have been if “"N” " in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, options rights or warrants to all holders of its Common Stock entitling them for a period expiring within 45 60 days after the record date mentioned below to subscribe for or purchase shares of Common Stock (or securities convertible into, or exercisable into or exchangeable for, for shares of Common Stock, Stock (the "Exchangeable Securities")) at a price per share (or having a conversion price or exercise price per share) less than the Fair Value current market price per share on that record date, the Exercise Price conversion price shall be adjusted in accordance with the formula: O + N x P E’ ----- O + M ------- C' = E C x M O + N where: E’ C' = the adjusted Exercise Priceconversion price. E C = the then current Exercise Priceconversion price. O = the number of shares of Common Stock outstanding on the record date. N = the maximum number of additional shares of Common Stock issuable pursuant to deliverable upon conversion of, in exchange for, or upon exercise of, such rightsrights or warrants (and, options if applicable, the Exchangeable Securities) at the initial conversion, exchange or warrantsexercise rate. P = the aggregate price per share of consideration received by the additional sharesCompany upon the conversion of, exchange for, or exercise of, such rights or warrants (and, if applicable, the Exchangeable Securities). M = the Fair Value current market price per share of Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options rights or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options rights or warrants. If at the end of the period during which such rights, options warrants or warrants rights are exercisable, not all rights, options warrants or warrants rights shall have been exercised, the Exercise Price conversion price shall be immediately readjusted to what it would have been if “"N” " in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them for a period expiring within 45 60 days after the record date mentioned below to purchase shares of Common Stock or securities convertible into, or exchangeable or exercisable or exchangeable for, Common Stock, Stock at a price per share (or with an initial conversion, exchange or exercise price) less than the Fair Value current market price per share on that record date, the Exercise Price shall be adjusted in accordance with the following formula: O + N x P ----- E’ ' = E x M ----- O + N where: E’ ' = the adjusted Exercise Price. E = the then current Exercise Price. O = the number of shares of Common Stock outstanding on the record date. N = the number of additional shares of Common Stock issuable pursuant to such rights, options or warrantsoffered. P = the aggregate offering price per share of the additional shares. M = the Fair Value current market price per share of Common Stock on the record date. The adjustment pursuant to this subsection (b) shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Exercise Price shall be immediately readjusted to what it would have been if “"N” " in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them for a period expiring within 45 days at any time after the record date mentioned below to purchase shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock, at a price per share less than the Fair Value Current Market Price (as defined in Section 10(f)) per share on that record date, the Exercise Price shall be adjusted in accordance with the formula: O + N x P O + ----- M E’ ' = E x M ------------ O + N where: E’ = E'= the adjusted Exercise Price. E = E= the then current Exercise Price. O = O= the number of shares of Common Stock outstanding on the record date. N = N= the number of additional shares of Common Stock issuable pursuant to such upon exercise of the rights, options or warrants offered. P= the exercise price per share of the additional shares issuable upon exercise of the rights, options or warrants. P = M= the aggregate price per share of the additional shares. M = the Fair Value Current Market Price per share of Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, (i) not all rights, options or warrants shall have been exercised, or (ii) the exercise price per share for which shares of Common Stock are issuable pursuant to such rights, options or warrants shall be increased or decreased solely by virtue of provisions therein contained for an automatic increase or decrease in such exercise price per share upon the occurrence of a specified date or event, then, the Exercise Price shall be immediately readjusted to what it would have been if “if, in the case of clause (i) above, "N” " in the above formula had been the number of shares actually issuedissued or, in the case of clause (ii) above, "P" in the above formula had been the exercise price per share, as so increased or decreased, as the case may be.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them for a period expiring within 45 60 days after the record date mentioned below to purchase shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock, at a price per share less than the Fair Value current Market Price per share on that record date, the each Exercise Price shall be adjusted in accordance with the formula: O + N x P ----- E’ ' = E x M ------- O + N where: E’ ' = the adjusted Exercise Price. E = the then current Exercise Price. O = the number of shares of Common Stock outstanding on the record date. N = the number of additional shares of Common Stock issuable pursuant to such rights, options or warrantsoffered. P = the aggregate offering price per share of the additional shares. M = the Fair Value current Market Price per share of Common Stock on the record date, with "Market Price" meaning the closing price on the last day preceding the date of adjustment on which Common Stock traded. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Exercise Price shall be immediately readjusted to what it would have been if “"N” " in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them for a period expiring within 45 60 days after the record date mentioned below to purchase shares of Common Stock or securities convertible into, or exchangeable or exercisable or exchangeable for, Common Stock, Stock at a price per share (or with an initial conversion, exchange or exercise price) less than the Fair Value current market price per share on that record date, the Exercise Price shall be adjusted in accordance with the following formula: O + N x P ----- E’ ' = E x M ------------ O + N where: E’ ' = the adjusted Exercise Price. E = the then current Exercise Price. O = the number of shares of Common Stock outstanding on the record date. N = the number of additional shares of Common Stock issuable pursuant to such rights, options or warrantsoffered. P = the aggregate offering price per share of the additional shares. M = the Fair Value current market price per share of Common Stock on the record date. The adjustment pursuant to this subsection (b) shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Exercise Price shall be immediately readjusted to what it would have been if “"N” " in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them for a period expiring within 45 days after the record date mentioned below to purchase shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock, at a price per share less than the Fair Value Market Price per share on that record date, the Exercise Price shall be adjusted in accordance with the formula: O + N x P E’ ' = E x M [(O + ((N x P) / M)) / (O + N)] where: E’ ' = the adjusted Exercise Price. E = the then current Exercise Price. O = the number of shares of Common Stock outstanding on the record date. N = the number of additional shares of Common Stock issuable pursuant to such rights, options or warrants. P = the aggregate price per share of the additional shares. M = the Fair Value Market Price per share of Common Stock on the record date. The adjustment pursuant to this Section 9(b) shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Exercise Price shall be immediately readjusted to what it would have been if “"N” " in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them for a period expiring within 45 60 days after the record date mentioned below to purchase shares of Common Stock or securities convertible into, or exchangeable or exercisable or exchangeable for, Common Stock, Stock at a price per share (or with an initial conversion, exchange or exercise price) less than the Fair Value current market price per share on that record date, the Exercise Price shall be adjusted in accordance with the following formula: O + N x X P ----- E’ ' = E x M ----------------- O + N where: E’ ' = the adjusted Exercise Price. E = the then current Exercise Price. O = the number of shares of Common Stock outstanding on the record date. N = the number of additional shares of Common Stock issuable pursuant to such rights, options or warrantsoffered. P = the aggregate offering price per share of the additional shares. M = the Fair Value current market price per share of Common Stock on the record date. The adjustment pursuant to this subsection (b) shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Exercise Price shall be immediately readjusted to what it would have been if “"N” " in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes sets a record date for the distribution of any rights, options or warrants to all holders of its Common Stock entitling them for a period expiring within 45 sixty (60) days after the record date mentioned below to purchase shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock, at a price per share less than the Fair Value Current Market Price per share on that record date, the Exercise Price shall be adjusted in accordance with the formula: O + +(N x P P) ----- E’ ' = E x M -------- O + N where: Where E’ ' = the adjusted Exercise Price. E = the then current Exercise Price. O = the number of shares of Common Stock outstanding on the record date. N = the number of additional shares of Common Stock issuable offered pursuant to such rights, options or warrantsrights issuance. P = the aggregate offering price per share of the additional shares. M = the Fair Value Current Market Price per share of Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If no rights, options or warrants are distributed or at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Exercise Price shall be immediately readjusted to what it would have been if “"N” " in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them for a period expiring within 45 days at any time after the record date mentioned below to purchase shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock, at a price per share less than the Fair Value Current Market Price (as defined in SECTION 10(f)) per share of Common Stock on that record date, the Exercise Price shall be adjusted in accordance with the formula: O + N x P E’ O + ----- M E1 = E x M ----- O + N where: E’ E1 = the adjusted Exercise Price. E = the then current Exercise Price. O = the number of shares of Common Stock outstanding on the record date. N = the number of additional shares of Common Stock issuable pursuant to such upon exercise of the rights, options or warrants offered. P = the exercise price per share of the additional shares issuable upon exercise of the rights, options or warrants. P = the aggregate price per share of the additional shares. M = the Fair Value Current Market Price per share of Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Exercise Price shall be immediately readjusted to what it would have been if “"N” " in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them for a period expiring within 45 60 days after the record date mentioned below to purchase shares of Common Stock or securities convertible into, or exchangeable or exercisable or exchangeable for, Common Stock, Stock at a price per share (or with an initial conversion, exchange or exercise price) less than the Fair Value current market price per share on that record date, the Exercise Price shall be adjusted in accordance with the following formula: O + N x X P E’ ----- E1 = E x M --------- O + N where: E’ E1 = the adjusted Exercise Price. E = the then current Exercise Price. O = the number of shares of Common Stock outstanding on the record date. N = the number of additional shares of Common Stock issuable pursuant to such rights, options or warrantsoffered. P = the aggregate offering price per share of the additional shares. M = the Fair Value current market price per share of Common Stock on the record date. The adjustment pursuant to this subsection (b) shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Exercise Price shall be immediately readjusted to what it would have been if “"N” " in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants (whether or not immediately exercisable) to all holders of its Common Stock entitling them for a period expiring within 45 days after the record date mentioned below to purchase shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock, at a price per share less than the Fair Current Market Value per share on that the record datedate relating to such distribution, the Exercise Price shall be adjusted in accordance with the formula: O + N x P ----- E’ ' = E x M --------- O + N where: E’ ' = the adjusted Exercise Price. E = the then current Exercise Price. O = the number of shares of Common Stock Fully Diluted Shares outstanding on the record datedate for any such distribution. N = the number of additional shares of Common Stock issuable pursuant to upon exercise of such rights, options or warrants. P = the aggregate exercise price per share of the additional sharessuch rights, options or warrants. M = the Fair Current Market Value per share of Common Stock on the record datedate for any such distribution. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Exercise Price shall be immediately readjusted to what it would have been if “"N” " in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its New Common Stock entitling them for a period expiring within 45 60 days after the record date mentioned below to purchase shares of New Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock, at a price per share less than the Fair Value current market price per share on that record date, the Exercise Price shall be adjusted in accordance with the formula: ( N x P ) ------- O + M ------------------- W' = W x O + N x P E’ = E x M O + N where: E’ where W' = the adjusted Exercise Price. E W = the then current Exercise Price. O = the number of shares of New Common Stock outstanding on the record date. N = the number of additional shares of New Common Stock offered or issuable pursuant to such on the exercise of the rights, options or warrants. P = the aggregate offering price per share of the additional sharesshares subject to the rights or warrants. M = the Fair Value current market price per share of New Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options warrants or warrants rights are exercisable, which such period shall not exceed 60 days, not all rights, options warrants or warrants rights shall have been exercised, the Exercise Price shall be immediately readjusted to what it would have been if “"N” " in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes sets a record date for the distribution of any rights, options or warrants to all holders of its Common Stock entitling them for a period expiring within 45 sixty (60) days after the record date mentioned below to purchase shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock, at a price per share less than the Fair Value Current Market Price per share on that record date, the Exercise Price shall be adjusted in accordance with the formula: O + N O+(N x P E’ = E x P) E'=Ex M O + N where: E’ = --------- O+N Where E'= the adjusted Exercise Price. E = the then current Exercise Price. O = the number of shares of Common Stock outstanding on the record date. N = the number of additional shares of Common Stock issuable offered pursuant to such rights, options or warrantsrights issuance. P = the aggregate offering price per share of the additional shares. M = the Fair Value Current Market Price per share of Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If no rights, options or warrants are distributed or at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Exercise Price shall be immediately readjusted to what it would have been if “"N” " in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them for a period expiring within 45 60 days after the record date mentioned below to purchase shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock, at a price per share less than the Fair Value current market price per share on that record date, the Exercise Current Warrant Price shall be adjusted in accordance with the formula: W(1) = W * ((O * M) + (N * P)) / (M * (O + N x P E’ = E x M O + N where: E’ N)) where W(1) = the adjusted Exercise Current Warrant Price. E W = the then current Exercise Current Warrant Price. O = the number of shares of Common Stock outstanding on the record date. N = the number of additional shares of Common Stock offered or issuable pursuant to such on the exercise of the rights, options or warrants. P = the aggregate offering price per share of the additional sharesshares subject to the rights or warrants. M = the Fair Value current market price per share of Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options warrants or warrants rights are exercisable, which period shall not exceed 60 days, not all rights, options warrants or warrants rights shall have been exercised, the Exercise Current Warrant Price shall be immediately readjusted to what it would have been if “"N” " in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them for a period expiring within 45 60 days after the record date mentioned below to purchase shares of Common Stock or securities convertible into, or exchangeable or exercisable or exchangeable for, Common Stock, Stock at a price per share (or with an initial conversion, exchange or exercise price) less than the Fair Market Value per share on that record date, the Exercise Price shall be adjusted in accordance with the following formula: O + N x P ----- E’ ' = E x M --------- O + N where: E’ = E'= the adjusted Exercise Price. E = the then current Exercise Price. O = the number of shares of Common Stock outstanding on the record date. N = the number of additional shares of Common Stock issuable pursuant to such rights, options or warrantsoffered. P = the aggregate offering price per share of the additional shares. M = the Fair Market Value per share of Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Exercise Price shall be immediately readjusted to what it would have been if “"N” " in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock Shares entitling them for a period expiring within 45 days after the record date mentioned set forth below to purchase shares of subscribe for Common Stock Shares or securities convertible into, or exchangeable or exercisable or exchangeable for, Common StockShares, in either case, at a price per share less than the Fair Market Value per share on that record date, the applicable Exercise Price shall be adjusted in accordance with the formula: O + N x P E’ = E x M O + N where: E’ = the adjusted Exercise Price. E = the then current Exercise Price. O = the number of shares of Common Stock Shares outstanding on the record date. N = the number of additional shares of Common Stock issuable Shares issued pursuant to such rights, options or warrants. P = the aggregate price per share of the additional sharesCommon Shares. M = the Fair Market Value per share of Common Stock Share on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders shareholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the applicable Exercise Price shall be immediately readjusted to what it would have been if “N” in the above formula had been the number of shares actually issued.