Common use of ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES Clause in Contracts

ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows: (a) Adjustment upon Issuance of shares of Common Stock. If and whenever on or after the Closing Date the Company issues or sells, or in accordance with this Section 2 is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding shares of Common Stock deemed to have been issued or sold by the Company in connection with any Excluded Security) for a consideration per share (the "New Issuance Price") less than a price (the "Applicable Price") equal to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (the foregoing a "Dilutive Issuance"), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. Upon each such adjustment of the Exercise Price hereunder, the number of Warrant Shares shall be adjusted to the number of shares of Common Stock determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. For purposes of determining the adjusted Exercise Price under this Section 2(a), the following shall be applicable:

ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and If outstanding shares of the Company’s Common Stock shall be subdivided into a greater number of Warrant Shares shares or a dividend in Common Stock shall be adjusted from time to time as follows: (a) Adjustment upon Issuance of shares paid in respect of Common Stock. If and whenever on or after the Closing Date the Company issues or sells, or in accordance with this Section 2 is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding shares of Common Stock deemed to have been issued or sold by the Company in connection with any Excluded Security) for a consideration per share (the "New Issuance Price") less than a price (the "Applicable Price") equal to the Exercise Price in effect immediately prior to such issue subdivision or sale at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or deemed issuance or sale (the foregoing a "Dilutive Issuance"), then immediately after the record date of such Dilutive Issuance, the Exercise Price then in effect shall dividend be reduced to an amount equal to the New Issuance Priceproportionately reduced. Upon each such adjustment of the Exercise Price hereunder, the number of Warrant Shares shall be adjusted to the number of If outstanding shares of Common Stock determined by multiplying shall be combined into a smaller number of shares, the Exercise Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment by is required to be made in the Exercise Price, the number of Warrant Shares acquirable purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of Warrant Shares issuable upon the exercise of this Warrant immediately prior to such adjustment and dividing the product thereof adjustment, multiplied by the Exercise Price resulting from in effect immediately prior to such adjustment, by (ii) the Exercise Price in effect immediately after such adjustment. For purposes In case there occurs any reclassification or change of determining the adjusted Exercise Price under outstanding securities of the Company or of any reorganization of the Company (or any other corporation the stock or securities of which are at the time receivable upon the exercise of this Warrant) or any similar corporate reorganization on or after the date hereof, then and in each such case the Holder, upon the exercise hereof at any time after the consummation of such reclassification, change, or reorganization shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise hereof prior to such consummation, the stock or other securities or property to which such Holder would have been entitled upon such consummation if such Holder had exercised this Warrant immediately prior thereto, all subject to further adjustment pursuant to the provisions of this Section 2(a), the following shall be applicable:4.

ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and (i) In the number of Warrant Shares shall be adjusted event the Company shall, at any time or from time to time as follows: (a) Adjustment upon Issuance of shares of Common Stock. If and whenever on or after the Closing Date the Company issues or sellsdate hereof, or in accordance with this Section 2 is deemed to have issued or sold, issue any shares of Common Stock (including as a stock dividend to the issuance holders of Common Stock, or sale of subdivide or combine the outstanding shares of Common Stock owned into a greater or held by lesser number of shares (any such issuance, subdivision or for the account combination being herein called a "Change of the CompanyShares"), but excluding shares then, and thereafter upon each further Change of Common Stock deemed to have been issued or sold by the Company in connection with any Excluded Security) for a consideration per share (the "New Issuance Price") less than a price (the "Applicable Price") equal to Shares, the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (the foregoing a "Dilutive Issuance"), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. Upon each such adjustment Change of the Exercise Price hereunder, the number of Warrant Shares shall be adjusted changed to the number a price (including any applicable fraction of shares of Common Stock a cent) determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such Change of Shares and the denominator of which shall be the number of shares of Common Stock outstanding immediately after giving effect to such Change of Shares. Such adjustment shall be made successively whenever such an issuance is made. (ii) Upon each adjustment of the Exercise Price pursuant to Paragraph (b)(i) hereof, the total number of shares of Common Stock purchasable upon the exercise of this Warrant shall be such number of shares (calculated to the nearest tenth) purchasable at the Exercise Price in effect immediately prior to such adjustment multiplied by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to such adjustment and the denominator of which shall be the Exercise Price in effect immediately after giving effect to such adjustment. (iii) In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock, or in case of any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation or other entity and which does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock), or in case of any sale or conveyance to another corporation or other entity of the property of the Company as, or substantially as, an entirety (other than a sale/leaseback, mortgage or other financing transaction), the Company shall cause effective provision to be made so that Holder of this Warrant shall have the right thereafter, by exercising this Warrant, to purchase the kind and number of shares of stock or other securities or property (including cash) receivable upon such reclassification, capital reorganization or other change, consolidation, merger, sale or conveyance by a holder of the number of Warrant Shares acquirable shares of Common Stock that would have been purchased upon exercise in full of this Warrant immediately prior to such adjustment reclassification, capital reorganization or other change, consolidation, merger, sale or conveyance. Any such provision shall include provision for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Paragraph (b). The Company shall not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereof the successor (if other than the Company) resulting from such consolidation or merger or the corporation or other entity purchasing such assets or other appropriate corporation or entity shall assume, by written instrument executed and dividing delivered to the product thereof by Company, the obligation to deliver to the Holder of this Warrant such shares of stock, securities or property as, in accordance with the foregoing provisions, the Holder may be entitled to purchase and the other obligations of the Company under this Warrant. The foregoing provisions shall similarly apply to successive reclassifications, capital reorganizations and other changes of outstanding shares of Common Stock and to successive consolidations, mergers, sales or conveyances. (iv) Irrespective of any adjustments or changes in the Exercise Price resulting from or the number of shares of Common Stock purchasable upon exercise of this Warrant, this Warrant certificate shall continue to express the Exercise Price per share and the number of shares of Common Stock purchasable hereunder as the Exercise Price per share and the number of shares of Common stock purchasable therefor as were expressed in this Warrant certificate when the same was originally issued. (v) After each adjustment of the Purchase Price pursuant to this Paragraph (b), the Company will promptly prepare a certificate signed by the Chairman, the President or the Chief Financial Officer of the Company setting forth: (1) the Exercise Price as so adjusted, (2) the number of shares of Common Stock purchasable upon exercise of this Warrant after such adjustment, and (3) a brief statement of the facts accounting for such adjustment. For purposes The Company will promptly cause a copy of determining such certificate to be sent by ordinary first class mail to the adjusted Exercise Price under Holder of this Section 2(a), Warrant at such Holder's last address as it shall appear on the following registry books of the Company. No failure to mail such notice nor any defect therein or in the mailing thereof shall be applicable:affect the validity of any such adjustment.

ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:Issuable. -------- (a) Adjustment upon Issuance of If the Company: (i) pays a dividend or makes a distribution on its Common Stock in shares of its Common Stock. If and whenever on Stock or after other capital stock of the Closing Date the Company issues Company; or (ii) subdivides, splits, combines or sells, or in accordance with this Section 2 is deemed to have issued or sold, any reclassifies its outstanding shares of Common Stock (including into a different number of securities of the issuance or sale same class, then the number of shares of Common Stock owned or held by or for issuable upon the account exercise of the Company, but excluding shares of Common Stock deemed to have been issued or sold by the Company in connection with any Excluded Security) for a consideration per share each Warrant (the "New Issuance PriceExercise -------- Rate") less than a price (in effect immediately prior to such action shall be ---- proportionately adjusted so that the "Applicable Price") equal Holder of any Warrant thereafter exercised may receive the aggregate number and kind of shares of capital stock of the Company which such Holder would have owned immediately following such action if such Warrant had been exercised immediately prior to such action and the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (the foregoing a "Dilutive Issuance"), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. Upon each such adjustment of the Exercise Price hereunder, the number of Warrant Shares action shall be adjusted to the number of shares of Common Stock a price determined by multiplying the Exercise Price in effect immediately prior to such adjustment action by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding before giving effect to such action and the denominator of which shall be the number of shares of Common Stock and/or such other capital stock outstanding referred to in the foregoing clause (a)(1) after giving effect to such action. An adjustment pursuant to this Section 12(a) shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. If, after an adjustment pursuant to this Section 12(a), a Holder of a Warrant Shares acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing it may receive shares of two or more classes of capital stock of the product thereof by Company, the Exercise Price resulting from such adjustment. For purposes board of determining directors of the Company shall determine the allocation of the adjusted Exercise Price under between the classes of capital stock. After such allocation, the 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 Common Stock in this Section 2(a), the following 12. Such adjustment shall be applicable:made successively whenever any event listed above shall occur.

ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The In the event that at any time and from time to time the Company shall (i) pay a dividend or make a distribution on the Common Stock in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a larger number of shares of Common Stock, (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock or (iv) increase or decrease the number of shares of Common Stock outstanding by reclassification of its Common Stock, then the number of shares of Common Stock issuable upon exercise of the Warrant immediately after the happening of such event shall be adjusted so that, after giving effect to such adjustment, the Holder shall be entitled to receive the number of shares of Common Stock upon exercise of the Warrant that the Holder would have owned or would have been entitled to receive had the Warrant been exercised immediately prior to the happening of the events described above (or, in the case of a dividend or distribution of Common Stock, immediately prior to the record date therefor). An adjustment made pursuant to this Section 2 shall become effective immediately after the distribution date, retroactive to the record date therefor in the case of a dividend or distribution in shares of Common Stock or other shares of Capital Stock, and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If any event occurs of the type contemplated by the provisions of this Section 2 but not expressly provided for by such provisions, then the Board will make an appropriate adjustment in the Exercise Price and the number of Warrant Shares shall be adjusted from time so as to time as follows: (a) Adjustment upon Issuance of shares of Common Stock. If and whenever on or after protect the Closing Date the Company issues or sells, or in accordance with this Section 2 is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account rights of the Company, but excluding shares of Common Stock deemed to have been issued or sold by the Company in connection with any Excluded Security) for a consideration per share (the "New Issuance Price") less than a price (the "Applicable Price") equal to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (the foregoing a "Dilutive Issuance"), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. Upon each such adjustment of the Exercise Price hereunder, the number of Warrant Shares shall be adjusted to the number of shares of Common Stock determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. For purposes of determining the adjusted Exercise Price under this Section 2(a), the following shall be applicable:Holder.

ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows: (a) Adjustment Except as hereinafter provided, in case the Company shall at any time after the date hereof issue or sell any shares of Common Stock other than an Exempt Issuance, for a consideration per share less than the Exercise Price in effect immediately prior to the issuance or sale of such shares, or without consideration, then forthwith upon Issuance such issuance or sale, the Exercise Price shall (until another such issuance or sale) be reduced to the price (calculated to the nearest full cent) determined by dividing (A) an amount equal to the sum of (X) the product (a) the total number of shares of Common Stock. If and whenever on Stock outstanding immediately prior to such issuance or after sale, multiplied by (b) the Closing Date Exercise Price in effect immediately prior to such issuance or sale, plus (Y) the aggregate of the amount of all consideration, if any, received by the Company issues upon such issuance or sellssale, by (B) the total number of shares of Common Stock outstanding immediately after such issuance or sale; provided, however, that in no event shall the Exercise Price be adjusted pursuant to this computation to an amount in excess of the then current Exercise Price. For the purposes of any computation to be made in accordance with this Section 2 is deemed to have issued or sold, any shares 2(a) the following provisions shall be applicable: (i) In case of Common Stock (including the issuance or sale of shares of Common Stock owned for a consideration part or held by or for all of which shall be cash, the account amount of the Companycash consideration therefor shall be deemed to be the amount of cash received by the Company for such shares (or, but excluding if shares of Common Stock are offered by the Company for subscription, the subscription price, or, if such securities shall be sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price) before deducting therefor many compensation paid or discount allowed in the sale, underwriting or purchase thereof by underwriters or dealers or others performing similar services, or any expenses incurred in connection therewith. If the Company enters into a Variable Rate Transaction, the Company shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion price at which such securities may be converted or exercised. (ii) In case of the issuance or sale (otherwise than as a dividend or other distribution on any stock of the Company) of shares of Common Stock for a consideration part or all of which shall be other than cash, the amount of the consideration therefor other than cash shall be deemed to be the value of such consideration as determined in good faith by the Board of Directors of the Company. (iii) Shares of Common Stock issuable by way of dividend or other distribution on any stock of the Company shall be deemed to have been issued or sold by the Company in connection with any Excluded Security) for a consideration per share (the "New Issuance Price") less than a price (the "Applicable Price") equal to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (the foregoing a "Dilutive Issuance"), then immediately after the opening of business on the day following the record date for the determination of shareholders entitled to receive such Dilutive Issuance, the Exercise Price then in effect dividend or other distribution and shall be reduced deemed to an amount equal to the New Issuance Price. Upon each such adjustment of the Exercise Price hereunder, the number of Warrant Shares shall be adjusted to the number of shares of Common Stock determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. For purposes of determining the adjusted Exercise Price under this Section 2(a), the following shall be applicable:have been issued without consideration.

ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows: (a) Adjustment upon Issuance If outstanding shares of the Company’s Common Stock shall be subdivided into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common Stock. If and whenever on or after the Closing Date the Company issues or sells, or in accordance with this Section 2 is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding shares of Common Stock deemed to have been issued or sold by the Company in connection with any Excluded Security) for a consideration per share (the "New Issuance Price") less than a price (the "Applicable Price") equal to the Exercise Price in effect immediately prior to such issue subdivision or sale at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or deemed issuance or sale (the foregoing a "Dilutive Issuance"), then immediately after the record date of such Dilutive Issuance, the Exercise Price then in effect shall dividend be reduced to an amount equal to the New Issuance Priceproportionately reduced. Upon each such adjustment of the Exercise Price hereunder, the number of Warrant Shares shall be adjusted to the number of If outstanding shares of Common Stock determined by multiplying shall be combined into a smaller number of shares, the Exercise Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment by is required to be made in the Exercise Price, the number of Warrant Shares acquirable purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of Warrant Shares issuable upon the exercise of this Warrant immediately prior to such adjustment and dividing the product thereof adjustment, multiplied by the Exercise Price resulting from in effect immediately prior to such adjustment. For purposes of determining , by (ii) the adjusted Exercise Price under in effect immediately after such adjustment. (b) In case there occurs any reclassification or change of the outstanding securities of the Company or of any reorganization of the Company (or any other corporation the stock or securities of which are at the time receivable upon the exercise of this Xxxxxxx) or any similar corporate reorganization on or after the date hereof, then and in each such case the Holder, upon the exercise hereof at any time after the consummation of such reclassification, change, or reorganization shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise hereof prior to such consummation, the stock or other securities or property to which such Holder would have been entitled upon such consummation if such Holder had exercised this Warrant immediately prior thereto, all subject to further adjustment pursuant to the provisions of this Section 2(a), the following shall be applicable:4.

ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:Issuable. -------- (a) Adjustment upon Issuance of If the Company: (i) pays a dividend or makes a distribution on its Common Stock in shares of its Common Stock. If and whenever on Stock or after other capital stock of the Closing Date the Company issues Company; or (ii) subdivides, splits, combines or sells, or in accordance with this Section 2 is deemed to have issued or sold, any reclassifies its outstanding shares of Common Stock (including into a different number of securities of the issuance or sale same class, then the number of shares of Common Stock owned or held by or for issuable upon the account exercise of the Company, but excluding shares of Common Stock deemed to have been issued or sold by the Company in connection with any Excluded Security) for a consideration per share each Warrant (the "New Issuance PriceExercise Rate") less than a price (in effect immediately prior to such ------------- action shall be proportionately adjusted so that the "Applicable Price") equal Holder of any Warrant thereafter exercised may receive the aggregate number and kind of shares of capital stock of the Company which such Holder would have owned immediately following such action if such Warrant had been exercised immediately prior to such action and the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (the foregoing a "Dilutive Issuance"), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. Upon each such adjustment of the Exercise Price hereunder, the number of Warrant Shares action shall be adjusted to the number of shares of Common Stock a price determined by multiplying the Exercise Price in effect immediately prior to such adjustment action by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding before giving effect to such action and the denominator of which shall be the number of shares of Common Stock and/or such other capital stock outstanding referred to in the foregoing clause (a)(1) after giving effect to such action. An adjustment pursuant to this Section 12(a) shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. If, after an adjustment pursuant to this Section 12(a), a Holder of a Warrant Shares acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing it may receive shares of two or more classes of capital stock of the product thereof by Company, the Exercise Price resulting from such adjustment. For purposes board of determining directors of the Company shall determine the allocation of the adjusted Exercise Price under between the classes of capital stock. After such allocation, the 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 Common Stock in this Section 2(a), the following 12. Such adjustment shall be applicable:made successively whenever any event listed above shall occur.

ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows: (a) Adjustment upon Issuance If outstanding shares of the Company’s Common Stock shall be subdivided into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common Stock. If and whenever on or after the Closing Date the Company issues or sells, or in accordance with this Section 2 is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding shares of Common Stock deemed to have been issued or sold by the Company in connection with any Excluded Security) for a consideration per share (the "New Issuance Price") less than a price (the "Applicable Price") equal to the Exercise Price in effect immediately prior to such issue subdivision or sale at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or deemed issuance or sale (the foregoing a "Dilutive Issuance"), then immediately after the record date of such Dilutive Issuance, the Exercise Price then in effect shall dividend be reduced to an amount equal to the New Issuance Priceproportionately reduced. Upon each such adjustment of the Exercise Price hereunder, the number of Warrant Shares shall be adjusted to the number of If outstanding shares of Common Stock determined by multiplying shall be combined into a smaller number of shares, the Exercise Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment by is required to be made in the Exercise Price, the number of Warrant Shares acquirable purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of Warrant Shares issuable upon the exercise of this Warrant immediately prior to such adjustment and dividing the product thereof adjustment, multiplied by the Exercise Price resulting from in effect immediately prior to such adjustment. For purposes of determining , by (ii) the adjusted Exercise Price under in effect immediately after such adjustment. (b) In case there occurs any reclassification or change of the outstanding securities of the Company or of any reorganization of the Company (or any other corporation the stock or securities of which are at the time receivable upon the exercise of this Warrant) or any similar corporate reorganization on or after the date hereof, then and in each such case the Holder, upon the exercise hereof at any time after the consummation of such reclassification, change, or reorganization shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise hereof prior to such consummation, the stock or other securities or property to which such Holder would have been entitled upon such consummation if such Holder had exercised this Warrant immediately prior thereto, all subject to further adjustment pursuant to the provisions of this Section 2(a), the following shall be applicable:4.

ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and Issuable. -------- (1) If the number of Warrant Shares shall be adjusted from time to time as followsCompany: (a1) Adjustment upon Issuance of pays a dividend or makes a distribution on its Common Stock in shares of its Common Stock. If and whenever on Stock or after other capital stock of the Closing Date the Company issues Company; or (2) subdivides, splits, combines or sells, or in accordance with this Section 2 is deemed to have issued or sold, any reclassifies its outstanding shares of Common Stock (including into a different number of securities of the issuance or sale same class, then the number of shares of Common Stock owned or held by or for issuable upon the account exercise of the Company, but excluding shares of Common Stock deemed to have been issued or sold by the Company in connection with any Excluded Security) for a consideration per share each Warrant (the "New Issuance PriceExercise Rate") less than a price (in effect immediately prior to such ------------- action shall be proportionately adjusted so that the "Applicable Price") equal Holder of any Warrant thereafter exercised may receive the aggregate number and kind of shares of capital stock of the Company which such Holder would have owned immediately following such action if such Warrant had been exercised immediately prior to such action and the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (the foregoing a "Dilutive Issuance"), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. Upon each such adjustment of the Exercise Price hereunder, the number of Warrant Shares action shall be adjusted to the number of shares of Common Stock a price determined by multiplying the Exercise Price in effect immediately prior to such adjustment action by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding before giving effect to such action and the denominator of which shall be the number of shares of Common Stock and/or such other capital stock outstanding referred to in the foregoing clause (a)(1) after giving effect to such action. An adjustment pursuant to this Section 12(a) shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. If, after an adjustment pursuant to this Section 12(a), a Holder of a Warrant Shares acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing it may receive shares of two or more classes of capital stock of the product thereof by Company, the Exercise Price resulting from such adjustment. For purposes board of determining directors of the Company shall determine the allocation of the adjusted Exercise Price under between the classes of capital stock. After such allocation, the 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 Common Stock in this Section 2(a), the following 12. Such adjustment shall be applicable:made successively whenever any event listed above shall occur.

ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:Issuable. -------- (a) Adjustment upon Issuance of If the Company: (i) pays a dividend or makes a distribution on its Common Stock in shares of its Common Stock. If and whenever on Stock or after other capital stock of the Closing Date the Company issues Company; or (ii) subdivides, splits, combines or sells, or in accordance with this Section 2 is deemed to have issued or sold, any reclassifies its outstanding shares of Common Stock (including into a different number of securities of the issuance or sale same class, then the number of shares of Common Stock owned or held by or for issuable upon the account exercise of the Company, but excluding shares of Common Stock deemed to have been issued or sold by the Company in connection with any Excluded Security) for a consideration per share each Warrant (the "New Issuance PriceExercise Rate") less than a price (in effect immediately prior to such action shall ------------- be proportionately adjusted so that the "Applicable Price") equal Holder of any Warrant thereafter exercised may receive the aggregate number and kind of shares of capital stock of the Company which such Holder would have owned immediately following such action if such Warrant had been exercised immediately prior to such action and the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (the foregoing a "Dilutive Issuance"), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. Upon each such adjustment of the Exercise Price hereunder, the number of Warrant Shares action shall be adjusted to the number of shares of Common Stock a price determined by multiplying the Exercise Price in effect immediately prior to such adjustment action by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding before giving effect to such action and the denominator of which shall be the number of shares of Common Stock and/or such other capital stock outstanding referred to in the foregoing clause (a)(1) after giving effect to such action. An adjustment pursuant to this Section 12(a) shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. If, after an adjustment pursuant to this Section 12(a), a Holder of a Warrant Shares acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing it may receive shares of two or more classes of capital stock of the product thereof by Company, the Exercise Price resulting from such adjustment. For purposes board of determining directors of the Company shall determine the allocation of the adjusted Exercise Price under between the classes of capital stock. After such allocation, the 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 Common Stock in this Section 2(a), the following 12. Such adjustment shall be applicable:made successively whenever any event listed above shall occur.