Common use of Adjustment of Exercise Price Clause in Contracts

Adjustment of Exercise Price. (a) The Exercise Price and the number of shares deliverable upon the exercise of the Warrants will be subject to adjustment in the event and in the manner following: (i) If and whenever the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares the Exercise Price will be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be. (ii) In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other Company (hereinafter collectively referred to as a “Reorganization”), each Warrant will after such Reorganization confer the right to purchase the number of shares or other securities of the Company (or of the Company’s resulting from such Reorganization) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application of the provisions of this Article Four relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii). (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustments.

Adjustment of Exercise Price. (a) The Exercise Price and the number of shares deliverable upon the exercise of the Warrants will be subject to adjustment in the event and in the manner following: (i) If if and whenever the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares the Exercise Price will be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be.; (ii) In in case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other Company (hereinafter collectively referred to as a “Reorganization”), each Warrant will after such Reorganization confer the right to purchase the number of shares or other securities of the Company (or of the Company’s resulting from such Reorganization) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application of the provisions of this Article Four Section 4.8 relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four Section 4.8 will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii). (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustments.

Adjustment of Exercise Price. (a) The Exercise Price and the number of shares deliverable upon the exercise of the Warrants will be subject to adjustment in the event and in the manner following: (i) If and whenever the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares the Exercise Price will be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be., or (ii) In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other Company (hereinafter collectively referred to as a “"Reorganization”"), each Warrant will after such Reorganization confer the right to purchase the number of shares or other securities of the Company (or of the Company’s resulting from such Reorganization) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application of the provisions of this Article Four 4 relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii)11.8. (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustments.

Adjustment of Exercise Price. (a) The If and whenever at any time after the date hereof and prior to the Expiry Time the Company shall (i) subdivide or redivide its then outstanding Common Shares into a greater number of Common Shares, (ii) reduce, combine or consolidate its then outstanding Common Shares into a lesser number of Common Shares or (iii) issue Common Shares (or securities exchangeable for or convertible into Common Shares) to the holders of all or substantially all of its then outstanding Common Shares by way of a stock dividend or other distribution (any of such events herein called a "Common Share Reorganization"), then the Exercise Price and shall be adjusted effective immediately after the effective date of any such event in (i) or (ii) above or the record date at which the holders of Common Shares are determined for the purpose of any such dividend or distribution in (iii) above, as the case may be, by multiplying the Exercise Price in effect on such effective date or record date, as the case may be, by a fraction, the numerator of which shall be the number of shares deliverable upon Common Shares outstanding on such effective date or record date, as the exercise case may be, before giving effect to such Common Share Reorganization and the denominator of which shall be the number of Common Shares outstanding immediately after giving effect to such Common Share Reorganization including, in the case where securities exchangeable for or convertible into Common Shares are distributed, the number of Common Shares that would be outstanding if such securities were exchanged for or converted into Common Shares. (b) If at any time after the date hereof and prior to the Expiry Time the Company shall fix a record date for the issue or distribution to the holders of all or substantially all of the Warrants will be subject outstanding Common Shares, of rights, options or warrants pursuant to adjustment which such holders are entitled, during a period expiring not more than 45 days after the record date for such issue (such period being the "Rights Period"), to subscribe for or purchase Common Shares or securities exchangeable for or convertible into Common Shares at a price per share (or in the event and case of securities exchangeable for or convertible into Common Shares at an exchange or conversion price per share at the date of issue of such securities) of less than 95% of the Current Market Price of the Common Shares on such record date (any of such events being herein called a "Rights Offering"), the Exercise Price shall be adjusted effective immediately after the record date for the Rights Offering to the amount determined by multiplying the Exercise Price in the manner followingeffect on such record date by a fraction: (i) If and whenever the shares at any time outstanding are subdivided into a greater or consolidated into a lesser numerator of which shall be the aggregate of (A) the number of shares Common Shares outstanding on the Exercise Price will record date for the Rights Offering; and (B) the quotient determined by dividing (I) either (a) the product of the number of Common Shares offered during the Rights Period pursuant to the Rights Offering and the price at which such Common Shares are offered, or, (b) the product of the exchange or conversion price of the securities so offered and the number of Common Shares for or into which the securities offered pursuant to the Rights Offering may be decreased exchanged or increased proportionately converted, as the case may be, by (II) the Current Market Price of the Common Shares as of the record date for the Rights Offering; upon any such subdivision or consolidation and (ii) the denominator of which shall be the aggregate of the number of shares deliverable upon Common Shares outstanding on such record date and the exercise number of Common Shares offered pursuant to the Rights Offering (including in the case of the Warrants will issue or distribution of securities exchangeable for or convertible into Common Shares the number of Common Shares for or into which such securities may be increased exchanged or decreased proportionately converted). If by the terms of the rights, options, or warrants referred to in this section 11(b), there is more than one purchase, conversion or exchange price per Common Share, the aggregate price of the total number of additional Common Shares offered for subscription or purchase, or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered, shall be calculated for purposes of the adjustment on the basis of the lowest purchase, conversion or exchange price per Common Share, as the case may be. Any Common Shares owned by or held for the account of the Company shall be deemed not to be outstanding for the purpose of any such calculation. To the extent that any adjustment in the Exercise Price occurs pursuant to this section 11(b) as a result of the fixing by the Company of a record date for the issue or distribution of rights, options or warrants referred to in this section 11(b), the Exercise Price shall be readjusted immediately after the expiry of any relevant exchange, conversion or exercise right to the Exercise Price which would then be in effect based upon the number of Common Shares actually issued and remaining issuable after such expiry and shall be further readjusted in such manner upon the expiry of any further such right. (c) If at any time after the date hereof and prior to the Expiry Time, the Company shall fix a record date for the issue or distribution to the holders of all or substantially all of the Common Shares of: (i) shares of the Company of any class other than Common Shares; (ii) In case rights, options or warrants to acquire Common Shares or securities exchangeable for or convertible into Common Shares (other than rights, options or warrants pursuant to which holders of any capital reorganization Common Shares are entitled, during a period expiring not more than 45 days after the record date for such issue, to subscribe for or of any reclassification of the capital of the Company purchase Common Shares at a price per share (or in the case of securities exchangeable for or convertible into Common Shares at an exchange or conversion price per share at the consolidationdate of issue of such securities) of at least 95% of the Current Market Price of the Common Shares on such record date); (iii) evidences of indebtedness of the Company; or (iv) any property or assets of the Company (including cash, but excluding cash dividends paid in the ordinary course); and if such issue or distribution does not constitute a Common Share Reorganization or a Rights Offering (any of such non-excluded events being herein called a "Special Distribution"), the Exercise Price shall be adjusted effective immediately after the record date for the Special Distribution to the amount determined by multiplying the Exercise Price in effect on the record date for the Special Distribution by a fraction: (A) the numerator of which shall be the difference between (I) the product of the number of Common Shares outstanding on such record date and the Current Market Price of the Common Shares on such record date, and (II) the fair value, as determined by the directors of the Company, to the holders of the Common Shares of the shares, rights, options, warrants, evidences of indebtedness or property or assets to be issued or distributed in the Special Distribution, and (B) the denominator of which shall be the product obtained by multiplying the number of Common Shares outstanding on such record date by the Current Market Price of the Common Shares on such record date. Any Common Shares owned by or held for the account of the Company shall be deemed not to be outstanding for the purpose of such calculation. To the extent that any adjustment in the Exercise Price occurs pursuant to this section 11(c) as a result of the fixing by the Company of a record date for the issue or distribution of rights, options or warrants to acquire Common Shares or securities exchangeable for or convertible into Common Shares referred to in this section 11(c), the Exercise Price shall be readjusted immediately after the expiry of any relevant exercise, exchange or conversion right to the amount which would then be in effect if the fair market value had been determined on the basis of the number of Common Shares issued and remaining issuable immediately after such expiry, and shall be further readjusted in such manner upon the expiry of any further such right. (d) If and whenever at any time after the date hereof and prior to the Expiry Time there is a capital reorganization of the Company or a reclassification or other change in the Common Shares (other than a Common Share Reorganization) or a consolidation or merger or amalgamation of the Company with or into any other Company corporation or other entity (hereinafter collectively referred to as other than a “Reorganization”consolidation, merger or amalgamation which does not result in any reclassification of the outstanding Common Shares or a change of the Common Shares into other securities), each Warrant will or a transfer of all or substantially all of the Company's undertaking and assets to another corporation or other entity in which the holders of Common Shares are entitled to receive shares, other securities or other property (any of such events being called a "Capital Reorganization"), after such the effective date of the Capital Reorganization confer the right Holder shall be entitled to purchase receive, and shall accept, for the same aggregate consideration, upon exercise of the Warrants, in lieu of the number of shares or Common Shares to which the Holder was theretofore entitled upon the exercise of the Warrants, the kind and aggregate number of Common Shares and other securities of the Company (or of the Company’s property resulting from such Reorganization) the Capital Reorganization which the Warrant Holder would have been entitled to receive as a result of the Capital Reorganization if, on the effective date thereof, the Holder has been the registered holder of the number of Common Shares to which the Holder was theretofore entitled to purchase or receive upon Reorganization if the Warrant Holder had been exercise of the Warrants. If necessary, as a shareholder at the time result of such any Capital Reorganization. In any such case, if necessary, appropriate adjustments will shall be made in the application of the provisions of this Article Four relating Warrant Certificate with respect to the rights and interest thereafter of the Holders of Holder to the Warrants so end that the provisions of this Article Four will Warrant Certificate shall thereafter correspondingly be made applicable as nearly as may reasonably be possible in relation to any shares or other securities or property thereafter deliverable after the Reorganization on upon the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii)Warrant Certificate. (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustments.

Adjustment of Exercise Price. (a) The Exercise Price and the number of shares deliverable upon the exercise of the Warrants will be subject to adjustment in the event and in the manner following: (i) If and whenever the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares the Exercise Price will be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be. (ii) In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other Company (hereinafter collectively referred to as a “Reorganization”), each Warrant will after such Reorganization confer the right to purchase the number of shares or other securities of the Company (or of the Company’s resulting from such Reorganization) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application of the provisions of this Article Four relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii). (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustments.

Adjustment of Exercise Price. (a) The Exercise Price and the number of shares Common Shares deliverable upon the exercise of the Warrants will shall be subject to adjustment in the event and in the manner following: (ia) If and whenever the shares Shares at any time outstanding are shall be subdivided into a greater or consolidated into a lesser number of shares Shares, the Exercise Price will shall be decreased or increased proportionately proportionately, as the case may be; , and upon any such subdivision or consolidation consolidation, the number of shares Shares deliverable upon the exercise of the Warrants will shall be increased or decreased proportionately proportionately, as the case may be. (iib) In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other company or of the sale of the assets of the Company (hereinafter collectively referred to as a “Reorganization”)or substantially as an entirety or of any other company, each Warrant will shall, after such Reorganization capital reorganization, reclassification of capital, consolidation, merger, amalgamation or sale, confer the right to purchase the that number of shares or other securities or property of the Company (or of the Company’s company resulting from such Reorganization) capital reorganization, reclassification, consolidation, merger, amalgamation or to which such sale shall be made, as the case may be, to which the Warrant Holder would have been entitled to upon Reorganization if of the Warrant Holder had been a shareholder shares deliverable at the time of such Reorganization. In capital reorganization, reclassification of capital, consolidation, merger, amalgamation or sale had the Warrants been exercised, would have been entitled on such capital reorganization, reclassification, consolidation, merger, amalgamation or sale and in any such case, if necessary, appropriate adjustments will shall be made in the application of the provisions of this Article Four relating set forth in Sections 11 to 18 hereof with respect to the rights and interest thereafter of the Holders of the Warrants so to the end that the provisions of this Article Four will set forth in Sections 11 to 18 hereof shall thereafter correspondingly be made applicable as nearly as reasonably possible may reasonable be expected in relation to any shares or other securities or property thereafter deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares the Shares at any time outstanding into a greater or lesser number of shares Shares (whether with or without par value) will shall not be deemed to be a Reorganization capital reorganization or a reclassification of the capital of the Company for the purposes of this clause 4.8(a)(iiSection 17(b). (bc) The adjustments provided for in this Section 4.8 17 pursuant to any Warrants are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustmentscumulative.

Adjustment of Exercise Price. (a) The Exercise Price and the number of shares Common Shares deliverable upon the exercise of the Warrants will shall be subject to adjustment in the event and in the manner following: : (ia) If and whenever the shares Shares at any time outstanding are shall be subdivided into a greater or consolidated into a lesser number of shares Shares, the Exercise Price will shall be decreased or increased proportionately proportionately, as the case may be; , and upon any such subdivision or consolidation consolidation, the number of shares Shares deliverable upon the exercise of the Warrants will shall be increased or decreased proportionately proportionately, as the case may be. ; (iib) In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other company or of the sale of the assets of the Company (hereinafter collectively referred to as a “Reorganization”)or substantially as an entirety or of any other company, each Warrant will shall, after such Reorganization capital reorganization, reclassification of capital, consolidation, merger, amalgamation or sale, confer the right to purchase the that number of shares or other securities or property of the Company (or of the Company’s company resulting from such Reorganization) capital reorganization, reclassification, consolidation, merger, amalgamation or to which such sale shall be made, as the case may be, to which the Warrant Holder would have been entitled to upon Reorganization if of the Warrant Holder had been a shareholder shares deliverable at the time of such Reorganization. In capital reorganization, reclassification of capital, consolidation, merger, amalgamation or sale had the Warrants been exercised, would have been entitled on such capital reorganization, reclassification, consolidation, merger, amalgamation or sale and in any such case, if necessary, appropriate adjustments will shall be made in the application of the provisions of this Article Four relating set forth in Sections 13 to 20 hereof with respect to the rights and interest thereafter of the Holders of the Warrants so to the end that the provisions of this Article Four will set forth in Sections 13 to 20 hereof shall thereafter correspondingly be made applicable as nearly as reasonably possible may reasonable be expected in relation to any shares or other securities or property thereafter deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares the Shares at any time outstanding into a greater or lesser number of shares Shares (whether with or without par value) will shall not be deemed to be a Reorganization capital reorganization or a reclassification of the capital of the Company for the purposes of this clause 4.8(a)(iiSection 16(b). (b) . The adjustments provided for in this Section 4.8 16 pursuant to any Warrants are cumulative and .and will become effective immediately after the record date for, or, if no record date is fixed, the effective date date, of the event which results in such adjustments.

Adjustment of Exercise Price. (a) The Exercise Price and the number of shares deliverable upon the exercise of the Warrants will be subject to adjustment in the event and in the manner following: (i) If and whenever the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares the Exercise Price will be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be.; or (ii) In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other Company (hereinafter collectively referred to as a “"Reorganization”"), each Warrant will after such Reorganization confer the right to purchase the number of shares or other securities of the Company (or of the Company’s resulting from such Reorganization) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application of the provisions of this Article Four relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii). (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustments.

Adjustment of Exercise Price. (a) The Exercise Price and the number of shares deliverable upon the exercise of the Warrants will be subject to adjustment in the event and in the manner following: (i) If and whenever the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares the Exercise Price will be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be. (ii) In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other Company (hereinafter collectively referred to as a “"Reorganization”"), each Warrant will after such Reorganization confer the right to purchase the number of shares or other securities of the Company (or of the Company’s 's resulting from such Reorganization) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application of the provisions of this Article Four relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii). (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustments.

Adjustment of Exercise Price. (a) The Exercise Price in effect at the time and the number and kind of shares deliverable securities purchasable upon the exercise of the Warrants will this Warrant shall be subject to adjustment in from time to time upon the event and in the manner followinghappening of certain events as follows: (a) In case the Company shall (i) If and whenever declare a dividend or make a distribution on its outstanding Common Stock in Common Stock, (ii) subdivide or reclassify its outstanding Common Stock into a greater number of shares, (iii) combine or reclassify its outstanding Common Stock into a smaller number of shares, or (iv) enter into any transaction whereby the shares outstanding Common Stock of the Company are at any time outstanding are subdivided changed into or exchanged for a greater different number or consolidated into a lesser number of shares the Exercise Price will be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be. (ii) In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other Company (hereinafter collectively referred to as a “Reorganization”), each Warrant will after such Reorganization confer the right to purchase the number kind of shares or other securities of the Company or of another corporation through reorganization, merger, consolidation, liquidation or recapitalization, then appropriate adjustments in the number of Shares (or other securities for which such Shares have previously been exchanged or converted) subject to this Warrant shall be made and the Exercise Price in effect at the time of the record date for such dividend or distribution or of the Company’s resulting from effective date of such Reorganization) which subdivision, combination, reclassification, reorganization, merger, consolidation, liquidation or recapitalization shall be proportionately adjusted so that the Holder of this Warrant exercised after such date shall be entitled to receive the aggregate number and kind of shares or other securities which, if this Warrant had been exercised by such Holder immediately prior to such date, the Holder would have been entitled to receive upon Reorganization such dividend, distribution, subdivision, combination, reclassification, reorganization, merger, consolidation, liquidation or recapitalization. For example, if the Company declares a 2 for 1 stock subdivision (forward split) and the Exercise Price hereof immediately prior to such event was $7.00 per Share and the number of Shares issuable upon exercise of this Warrant Holder had been a shareholder at was 85,500, the time adjusted Exercise Price immediately after such event would be $3.50 per Share and the adjusted number of such ReorganizationShares issuable upon exercise of this Warrant would be 171,000. In any such case, if necessary, appropriate adjustments will Such adjustment shall be made in the application of the provisions of this Article Four relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to successively whenever any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii)event listed above shall occur. (b) The adjustments provided for in In the event that at any time, as a result of an adjustment made pursuant to the provisions of this Section 4.8 are cumulative and will become effective immediately after the record date or, if no record date is fixed8, the effective date Holder of the event which results Warrant thereafter shall become entitled to receive any shares of the Company other than Common Stock, thereafter the number of such other shares so receivable upon exercise of the Warrant shall be subject to adjustment from time to time in such adjustmentsa manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock contained in Sections 8(a) above.

Adjustment of Exercise Price. (a) The Exercise Price and the number of shares Common Shares deliverable upon the exercise of the Warrants will shall be subject to adjustment in the event and in the manner following: (ia) If and whenever the shares Shares at any time outstanding are shall be subdivided into a greater or consolidated into a lesser number of shares Shares, the Exercise Price will shall be decreased or increased proportionately proportionately, as the case may be; , and upon any such subdivision or consolidation consolidation, the number of shares Shares deliverable upon the exercise of the Warrants will shall be increased or decreased proportionately proportionately, as the case may be.; (iib) In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other company or of the sale of the assets of the Company (hereinafter collectively referred to as a “Reorganization”)or substantially as an entirety or of any other company, each Warrant will shall, after such Reorganization capital reorganization, reclassification of capital, consolidation, merger, amalgamation or sale, confer the right to purchase the that number of shares or other securities or property of the Company (or of the Company’s company resulting from such Reorganization) capital reorganization, reclassification, consolidation, merger, amalgamation or to which such sale shall be made, as the case may be, to which the Warrant Holder would have been entitled to upon Reorganization if of the Warrant Holder had been a shareholder shares deliverable at the time of such Reorganization. In capital reorganization, reclassification of capital, consolidation, merger, amalgamation or sale had the Warrants been exercised, would have been entitled on such capital reorganization, reclassification, consolidation, merger, amalgamation or sale and in any such case, if necessary, appropriate adjustments will shall be made in the application of the provisions of this Article Four relating set forth in Sections 13 to 20 hereof with respect to the rights and interest thereafter of the Holders of the Warrants so to the end that the provisions of this Article Four will set forth in Sections 13 to 20 hereof shall thereafter correspondingly be made applicable as nearly as may reasonably possible be expected in relation to any shares or other securities or property thereafter deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares the Shares at any time outstanding into a greater or lesser number of shares Shares (whether with or without par value) will shall not be deemed to be a Reorganization capital reorganization or a reclassification of the capital of the Company for the purposes of this clause 4.8(a)(iiSection 16(b). (bc) The adjustments provided for in this Section 4.8 16 pursuant to any Warrants are cumulative and will become effective immediately after the record date for, or, if no record date is fixed, the effective date date, of the event which results in such adjustments.

Adjustment of Exercise Price. (a) The Exercise Price and the number of shares deliverable upon the exercise of the Warrants will be subject to adjustment in the event and in the manner following: (i) If and whenever the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares the Exercise Price will be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be.; or (ii) In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other Company (hereinafter collectively referred to as a “"Reorganization”"), each Warrant will after such Reorganization confer the right to purchase the number of shares or other securities of the Company (or of the Company’s resulting from such Reorganization) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application of the provisions of this Article Four relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii)) . (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustments.

Adjustment of Exercise Price. Subject to the provisions of this Article IV, the Exercise Price in effect from time to time shall be subject to adjustment, as follows: (a) The In case the Company shall at any time after the date hereof (i) declare a dividend on the outstanding Common Stock payable in shares of its capital stock, (ii) subdivide the outstanding Common Stock, (iii) combine the outstanding Common Stock into a smaller number of shares, or (iv) issue any shares of its capital stock by reclassification of the Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), then, in each case, the Exercise Price in effect, and the number of shares deliverable of Common Stock issuable upon the exercise of the Exchange Warrants will be subject to adjustment in the event and in the manner following: (i) If and whenever the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares the Exercise Price will be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be. (ii) In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidationoutstanding, merger or amalgamation of the Company with or into any other Company (hereinafter collectively referred to as a “Reorganization”), each Warrant will after such Reorganization confer the right to purchase the number of shares or other securities of the Company (or of the Company’s resulting from such Reorganization) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of the record date for such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application dividend or of the provisions effective date of this Article Four relating to the rights and interest thereafter of the Holders of the Warrants such subdivision, combination or reclassification, shall be proportionately adjusted so that the provisions holders of this Article Four will the Exchange Warrants after such time shall be entitled to receive the aggregate number and kind of shares which, if such Exchange Warrants had been exercised immediately prior to such time, such holders would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification. Such adjustment shall be made applicable as nearly as reasonably possible to successively whenever any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii)event listed above shall occur. (b) The adjustments provided In case the Company shall distribute to all holders of Common Stock (including any such distribution made to the shareholders of the Company in connection with a consolidation or merger in which the Company is the continuing corporation) evidences of its indebtedness, cash or assets (other than distributions and dividends payable in shares of Common Stock), or rights, options or warrants to subscribe for or purchase Common Stock, or securities convertible into or exchangeable for shares of Common Stock, then, in this Section 4.8 are cumulative and will become effective each case, the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately after prior to the record date or, if no record date is fixedfor the determination of shareholders entitled to receive such distribution by a fraction, the effective date numerator of which shall be the Current Market Price (as determined pursuant to Section 4.2 hereof) per share of Common Stock on such record date, less the fair market value (as determined in good faith by the board of directors of the event Company, whose determination shall be conclusive absent manifest error) of the portion of the evidences of indebtedness or assets so to be distributed, or of such rights, options, or warrants or convertible or exchangeable securities, or the amount of such cash, applicable to one share, and the denominator of which results in shall be such adjustmentsCurrent Market Price per share of Common Stock. Such adjustment shall become effective at the close of business on such record date.

Adjustment of Exercise Price. (a) The Exercise Price and the number of shares deliverable upon the exercise of the Warrants will be subject to adjustment in the event and in the manner following: (i) If and whenever the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares the Exercise Price will be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be. (ii) In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other Company (hereinafter collectively referred to as a “Reorganization”), each Warrant will after such Reorganization confer the right to purchase the number of shares or other securities of the Company (or of the Company’s resulting from such Reorganization) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application of the provisions of this Article Four relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii)24.8(a)(ii) . (b) The adjustments provided for in this Section 4.8 24.8 are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustments.

Adjustment of Exercise Price. The Exercise Price shall be subject to adjustment from time to time as follows: (a) The Exercise Price and If, at any time after the date hereof, the number of shares deliverable upon of the Company's Series E Stock outstanding is increased by a stock dividend or by a subdivision or split-up of shares, then, following the record date for the determination of holders of Series E Stock entitled to receive such stock dividend, subdivision or split-up, the Exercise Price shall be appropriately decreased and the aggregate number of shares of Series E Stock issuable on exercise of the Warrants will this Warrant shall be subject increased in proportion to adjustment such increase in the event and in the manner following:outstanding shares. The foregoing provisions shall similarly apply to successive stock dividends, subdivisions, or split-ups. (ib) If and whenever the shares If, at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares after the Exercise Price will be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation date hereof, the number of shares deliverable upon of Series E Stock outstanding is decreased by a combination or reverse-split of the outstanding shares, then, following the record date for such combination or reverse-split, the Exercise Price shall be appropriately increased and the aggregate number of shares of Series E Stock issuable on exercise of this Warrant shall be decreased in proportion to such decrease in outstanding shares. The foregoing provisions shall similarly apply to successive combinations or reverse-splits. (c) Subject to Section 3(d), in the Warrants will event of any capital reorganization of the Company, any reclassification of the stock of the Company (other than a change in par value or from par value to no par value or from no par value to par value or as a result of a stock dividend or subdivision, split-up or combination of shares), or any consolidation or merger of the Company in which those stockholders of the Company holding more than 50% of the voting securities of the Company prior to such consolidation or merger hold less than 50% of the voting securities of the surviving entity, this Warrant shall after such reorganization, reclassification, consolidation, or merger be increased convertible into the kind and number of shares of stock or decreased proportionately other securities or property of the Company resulting from such reorganization, reclassification, consolidation or surviving such merger to which the holder of the number of shares of Series E Stock deliverable (immediately prior to the time of such reorganization, reclassification, consolidation or merger) upon exercise of this Warrant would have been entitled upon such reorganization, reclassification, consolidation or merger. The foregoing provisions shall similarly apply to successive reorganizations, reclassifications, consolidations, or mergers. (d) All calculations under this paragraph shall be made to the nearest one hundredth (1/100) of a cent or the nearest one tenth (1/10) of a share, as the case may be. (iie) In case The Company shall give prompt notice of any capital reorganization or of any reclassification of the capital of the Company or adjustment in the case of the consolidation, merger or amalgamation of the Company with or into any other Company (hereinafter collectively referred to as a “Reorganization”), each Warrant will after such Reorganization confer the right to purchase the number of shares or other securities of the Company (or of the Company’s resulting from such Reorganization) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application of the provisions of this Article Four relating Exercise Price to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether Holder hereof, together with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii)supporting documentation. (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustments.

Adjustment of Exercise Price. (a) The Exercise Price and the number of shares Common Shares deliverable upon the exercise of the Warrants will shall be subject to adjustment in the event and in the manner following: (ia) If and whenever the shares Shares at any time outstanding are shall be subdivided into a greater or consolidated into a lesser number of shares Shares, the Exercise Price will shall be decreased or increased proportionately proportionately, as the case may be; , and upon any such subdivision or consolidation consolidation, the number of shares Shares deliverable upon the exercise of the Warrants will shall be increased or decreased proportionately proportionately, as the case may be. (iib) In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other company or of the sale of the assets of the Company (hereinafter collectively referred to as a “Reorganization”)or substantially as an entirety or of any other company, each Warrant will shall, after such Reorganization capital reorganization, reclassification of capital, consolidation, merger, amalgamation or sale, confer the right to purchase the that number of shares or other securities or property of the Company (or of the Company’s company resulting from such Reorganization) capital reorganization, reclassification, consolidation, merger, amalgamation or to which such sale shall be made, as the case may be, to which the Warrant Holder would have been entitled to upon Reorganization if of the Warrant Holder had been a shareholder shares deliverable at the time of such Reorganization. In capital reorganization, reclassification of capital, consolidation, merger, amalgamation or sale had the Warrants been exercised, would have been entitled on such capital reorganization, reclassification, consolidation, merger, amalgamation or sale and in any such case, if necessary, appropriate adjustments will shall be made in the application of the provisions of this Article Four relating set forth in Sections 12 to 19 hereof with respect to the rights and interest thereafter of the Holders of the Warrants so to the end that the provisions of this Article Four will set forth in Sections 12 to 19 hereof shall thereafter correspondingly be made applicable as nearly as reasonably possible may reasonable be expected in relation to any shares or other securities or property thereafter deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares the Shares at any time outstanding into a greater or lesser number of shares Shares (whether with or without par value) will shall not be deemed to be a Reorganization capital reorganization or a reclassification of the capital of the Company for the purposes of this clause 4.8(a)(iiSection 16(b). (bc) The adjustments provided for in this Section 4.8 16 pursuant to any Warrants are cumulative and .and will become effective immediately after the record date for, or, if no record date is fixed, the effective date date, of the event which results in such adjustments.

Adjustment of Exercise Price. (ai) The Exercise Price and the number of shares deliverable upon the exercise of the Warrants will be subject to adjustment in the event and in the manner following: (i) If A. if and whenever the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares the Exercise Price will be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be.; (ii) In B. in case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other Company (hereinafter collectively referred to as a “Reorganization”), each Warrant will after such Reorganization confer the right to purchase the number of shares or other securities of the Company (or of the Company’s resulting from such Reorganization) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application of the provisions of this Article Four Section 4(i) relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four Section 4(i) will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii)clause. (bii) The adjustments provided for in this Section 4.8 4(i) are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustments.

Adjustment of Exercise Price. (a) The Exercise Price and the number of shares deliverable upon the exercise of the Warrants will be Warrant Shares are subject to adjustment from time to time as set forth in this Section 7. (a) In case the event Company shall, while any Warrants remain outstanding and in the manner following: unexpired, (i) If and whenever declare a dividend or make a distribution on its outstanding Common Stock in Common Stock, (ii) subdivide or reclassify its outstanding Common Stock into a greater number of shares, (iii) combine or reclassify its outstanding Common Stock into a smaller number of shares, or (iv) enter into any transaction whereby the outstanding shares of Common Stock are at any time outstanding are subdivided changed into or exchanged for a greater different number or consolidated into a lesser number of shares the Exercise Price will be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be. (ii) In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other Company (hereinafter collectively referred to as a “Reorganization”), each Warrant will after such Reorganization confer the right to purchase the number kind of shares or other securities of the Company or of another entity through reorganization, merger, consolidation, liquidation or recapitalization, then an appropriate adjustment in the number of shares of Common Stock (or other securities for which such shares of Common Stock have previously been exchanged or converted) purchasable under the Warrants shall be made and the Exercise Price in effect at the time of the record date for such dividend or distribution or of the Company’s resulting from effective date of such Reorganization) which subdivision, combination, reclassification, reorganization, merger, consolidation, liquidation or recapitalization shall be proportionately adjusted so that the holder of this Warrant exercised after such date shall be entitled to receive the aggregate number and kind of shares or other securities which, if the Warrant Holder had been exercised by such holder immediately prior to such date, the holder would have been entitled to receive upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization. In any such casedividend, if necessarydistribution, appropriate adjustments will be made in the application of the provisions of this Article Four relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares subdivision, combination, reclassification, reorganization, merger, consolidation, liquidation or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii)recapitalization. (b) The No adjustment in the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of shares of Common Stock purchasable upon the exercise of each Warrant; provided, however, that any adjustments provided for in which by reason of this Section 4.8 7(b) are cumulative not required to be made shall be carried forward and will become effective immediately after taken into account in any subsequent adjustment(s). All calculations shall be made to the record date or, if no record date is fixednearest one hundredth (1/100) of a share. (c) When a specified event requiring an adjustment occurs, the effective date Company shall promptly prepare a certificate setting forth, as applicable: (i) the Exercise Price of each Warrant, and (ii) the number of Warrant Shares covering each Warrant, each as adjusted, and a brief statement of the event which results facts accounting for such adjustment. The Company shall promptly file with the Warrant Agent and with each transfer agent for the Common Stock a copy of such certificate and instruct the Warrant Agent, after providing all information and documents reasonably requested by the Warrant Agent, including a brief summary of the information in such adjustmentswritten certificate, to mail such summary provided by the Company to each Holder. Until such written certificate is received by the Warrant Agent, the Warrant Agent may presume conclusively for all purposes that no such adjustments have occurred. The Warrant Agent shall be entitled to rely conclusively on, and shall be fully protected in relying on, any certificate, notice or instructions provided by the Company with respect to any adjustment of the Exercise Price or the number of shares issued able upon exercise of a Warrant, or any related matter, and the Warrant Agent shall not be liable for any action taken, suffered or omitted to be taken by it in accordance with any such certificate, notice or instructions or pursuant to this Warrant Agreement. Notwithstanding anything to the contrary contained herein, the Warrant Agent shall have no obligation under any Section of this Agreement to calculate any of the adjustments set forth herein.

Adjustment of Exercise Price. (a) The Exercise Price and the number of shares Warrant Shares deliverable upon the exercise of the Warrants will be subject to adjustment in the event and in the manner following: (i) If and whenever the shares Shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares Shares, the Exercise Price will be decreased or increased proportionately as the case may be; upon . Upon any such subdivision or consolidation consolidation, the number of shares Shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be. (ii) In the case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other Company company (hereinafter collectively referred to as a “Reorganization”), each Warrant will after such Reorganization confer the right to purchase the number of shares Shares or other securities of the Company (or of the Company’s company resulting from such Reorganization) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application of the provisions of this Article Four Section 4.6 relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four Section 4.6 will be made applicable as nearly as reasonably possible to any shares Shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares Shares at any time outstanding into a greater or lesser number of shares Shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(iiSection 4.6(a)(ii). (b) The adjustments provided for in this Section 4.8 4.6 are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustments.

Adjustment of Exercise Price. (a) The Exercise Price in effect at any date will be subject to adjustment from time to time in the events and in the manner provided in this Article 5. (b) If and whenever at any time after the date hereof and prior to the Expiry Time, the Corporation: (i) issues Common Shares or securities convertible into or exchangeable for Common Shares to the holders of all or substantially all of the outstanding Common Shares as a stock dividend or similar distribution; (ii) makes a distribution on its outstanding Common Shares to the holders of all or substantially all of the outstanding Common Shares payable in Common Shares or securities convertible into or exchangeable for Common Shares (other than an issue of Common Shares to holders of Common Shares pursuant to a right granted to such holders to receive such Common Shares in lieu of Dividends Paid in the Ordinary Course); (iii) subdivides its outstanding Common Shares into a greater number of Common Shares; or (iv) reduces, combines or consolidates its outstanding Common Shares into a smaller number of Common Shares, (any of such events in Sections 5.1(b)(i), (ii), (iii) and (iv) being called a “Common Share Reorganization”), then the Exercise Price then in effect will be adjusted effective immediately on the effective date or record date for the happening of a Common Share Reorganization, as the case may be, at which the holders of Common Shares are determined for the purpose of the Common Share Reorganization, so that it will equal the price determined by multiplying the Exercise Price in effect immediately prior to such effective date or record date, as the case may be, by a fraction, the numerator of which will be the total number of Common Shares outstanding on such effective date or record date, as the case may be, before giving effect to such Common Share Reorganization and the denominator of which will be the total number of Common Shares outstanding immediately after giving effect to such Common Share Reorganization (including, in the case where securities exchangeable for or convertible into Common Shares are distributed, the number of shares deliverable Common Shares that would have been outstanding had all such securities been exchanged for or converted into Common Shares on such effective date or record date). (c) If and whenever at any time after the date hereof and prior to the Expiry Time, the Corporation fixes a record date for the issue of rights, options or warrants to the holders of all or substantially all of the outstanding Common Shares under which such holders are entitled, during a period expiring not more than 45 days after the record date for such issue (the “Rights Period”), to subscribe for or purchase Common Shares or securities exchangeable for or convertible into Common Shares at a price per share to the holder (or at an exchange price or conversion price per share during the Rights Period to the holder in the case of securities exchangeable for or convertible into Common Shares) which is less than 95% of the Current Market Price for the Common Shares on such record date (any of such events being called a “Rights Offering”), then the Exercise Price will be adjusted effective immediately after the end of the Rights Period so that it will equal the price determined by multiplying the Exercise Price in effect immediately prior to the end of the Rights Period by a fraction: (i) the numerator of which will be the aggregate of (A) the total number of Common Shares outstanding as of the record date for the commencement of the Rights Offering, and (B) a number determined by dividing (A) either (x) the product of the number of Common Shares issued or subscribed for during the Rights Period upon the exercise of the Warrants rights, warrants or options under the Rights Offering and the price at which such Common Shares are offered for such issue or subscription, or, as the case may be, (y) the product of the exchange price or conversion price of such securities exchangeable for or convertible into Common Shares and the number of Common Shares for or into which the securities so offered pursuant to the Rights Offering could have been exchanged or converted during the Rights Period (whether or not they were then exchangeable or convertible), by (B) the Current Market Price of the Common Shares as of the record date for the commencement of the Rights Offering, and (ii) the denominator of which will be subject the number of Common Shares outstanding, or the number of Common Shares which would be outstanding if all the exchangeable or convertible securities were exchanged for or converted into Common Shares during the Rights Period (whether or not they were then exchangeable or convertible), after giving effect to adjustment the Rights Offering and including the number of Common Shares actually issued or subscribed for during the Rights Period upon exercise of the rights, warrants or options under the Rights Offering. To the extent that any such rights, options or warrants are not so exercised on or before the expiry thereof, the Exercise Price will be readjusted to the Exercise Price which would then be in effect based on the number of Common Shares (or the securities convertible into or exchangeable for Common Shares) actually delivered on the exercise of such rights, options or warrants. (d) If and whenever at any time after the date hereof and prior to the Expiry Time, the Corporation fixes a record date for the issue or the distribution to the holders of all or substantially all of the outstanding Common Shares of (A) securities of the Corporation, including rights, options or warrants to acquire securities of the Corporation or any of its property or assets and including cash and evidences of indebtedness; or (B) any property or other assets, including cash and evidences of indebtedness, and if such issuance or distribution does not constitute a Dividend Paid in the event and Ordinary Course, a Common Share Reorganization, a Rights Offering (any of such non-excluded events being called a “Special Distribution”), then the Exercise Price will be adjusted effective immediately after such record date so that it will equal the price determined by multiplying the Exercise Price in the manner followingeffect on such record date by a fraction: (i) If and whenever the shares at any time outstanding are subdivided into a greater or consolidated into a lesser numerator of which will be: (A) the product of the number of shares Common Shares outstanding on such record date and the Current Market Price of the Common Shares on such record date, less (B) the Fair Market Value, as determined in good faith by action by the board of directors of the Corporation (whose determination, subject to the consent of a Recognized Stock Exchange, if required, will be conclusive), to the holders of Common Shares of such securities or property or other assets so issued or distributed in the Special Distribution; and (ii) the denominator of which will be the product of the number of Common Shares outstanding on such record date and the Current Market Price of the Common Shares on such record date. To the extent that any Special Distribution is not so made, the Exercise Price will be decreased readjusted effective immediately to the Exercise Price which would then be in effect based upon such securities or increased proportionately property or other assets as the case may be; upon any such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may beactually distributed. (iie) In case of If and whenever at any capital reorganization or of any time after the date hereof and prior to the Expiry Time, there is a reclassification of the capital Common Shares at any time outstanding or change of the Company Common Shares into other shares or in the case into other securities or other capital reorganization (other than a Common Share Reorganization), or a consolidation, arrangement, amalgamation or merger of the consolidation, merger or amalgamation of the Company Corporation with or into any other Company corporation or other entity (hereinafter collectively referred other than an amalgamation with one or more of its wholly-owned subsidiaries, or a transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to as another corporation or other entity in which the holders of Common Shares are entitled to receive shares, other securities or other property (any of such events being called a “Capital Reorganization”), each Warrant will after such Reorganization confer any Warrantholder who exercises the right to purchase acquire Common Shares pursuant to Warrants then held after the effective date of such Capital Reorganization will be entitled to receive, and will accept for the same aggregate consideration in lieu of the number of shares Common Shares to which such Holder was previously entitled upon such conversion, the aggregate number of shares, other securities or other securities of the Company (or of the Company’s resulting from property that such Reorganization) which the Warrant Holder holder would have been entitled to upon receive as a result of such Capital Reorganization if if, on the Warrant Holder effective date thereof, the holder had been the registered holder of the number of Common Shares to which such holder was previously entitled upon exercise of its Warrants. The Corporation will take all steps necessary to ensure that, on a shareholder at Capital Reorganization, the time Warrantholders will receive the aggregate number of such shares, other securities or other property to which they are entitled as a result of the Capital Reorganization. In any such case, if necessary, appropriate Appropriate adjustments will be made as a result of any such Capital Reorganization in the application of the provisions of set forth in this Article Four relating 5 with respect to the rights and interest interests thereafter of Warrantholders to the Holders of the Warrants so end that the provisions of set forth in this Article Four 5 will thereafter correspondingly be made applicable as nearly as may reasonably possible be in relation to any shares shares, other securities or other securities property thereafter deliverable upon the exercise of any Warrant. Prior to or concurrent with effecting a Capital Reorganization, the Corporation (or a successor corporation as contemplated in Section 9.2) will enter into an agreement supplemental hereto approved by action of the board of directors of the Corporation and by the Agent, which will set forth an appropriate adjustment to give effect to this Section 5.1(e) in which event such adjustment will for all purposes be conclusively deemed to be an appropriate adjustment, subject to the prior written consent of a Recognized Stock Exchange, if required. (f) If the purchase price provided for in any rights, options or warrants (the “Rights Offering Price”) referred to in Sections 5.1(c) or 5.1(d) is decreased, the Exercise Price will forthwith be changed so as to decrease the Exercise Price to the Exercise Price that would have been obtained if the adjustment to the Exercise Price made under Section 5.1(c) or 5.1(d), as the case may be, with respect to such rights, options or warrants had been made on the basis of the Rights Offering Price as so decreased, provided that the terms of this Section 5.1(f) will not apply to any decrease in the Rights Offering Price resulting from terms in any such rights, options or warrants designed to prevent dilution except to the extent that the resulting decrease in the Exercise Price under this Section 5.1(f) would be greater than the decrease, if any, in the Exercise Price to be made under the terms of this Section 5.1 by virtue of the occurrence of the event giving rise to such decrease in the Rights Offering Price. (g) If and whenever at any time after the Reorganization date hereof and prior to the Expiry Time, any of the events set out in Sections 5.1(b), 5.1(c), or 5.1(d) occur and the occurrence of such event results in an adjustment of the Exercise Price pursuant to the provisions of this Article 5, then the number of Common Shares purchasable pursuant to the Warrants upon exercise thereof will be adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number of Common Shares then otherwise purchasable on the exercise thereof by a fraction, the numerator of which will be the Warrants. The subdivision or consolidation then applicable Exercise Price in effect immediately prior to the adjustment and the denominator of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) which will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii)Exercise Price resulting from such adjustment. (bh) The adjustments provided for In any case in which this Section 4.8 are cumulative and 5.1 requires that an adjustment will become effective immediately after the a record date orfor an event referred to herein, if no the Corporation may defer, until the occurrence of such event, issuing to the holder of any Warrant exercised after such record date is fixedand before the occurrence of such event the additional Common Shares issuable upon such exercise by reason of the adjustment required by such event, provided, however, that the effective Corporation will deliver to such holder evidence of such holder’s right to receive such additional Common Shares upon the occurrence of such event and the right to receive any distributions made on such additional Common Shares declared in favour of holders of record of Common Shares on and after the date of conversion or such later date on which such holder would, but for the event which results in provisions of this Section 5.1(h), have become the holder of record of such adjustmentsadditional Common Shares.

Adjustment of Exercise Price. (a) The Exercise Price and the number of shares Common Shares deliverable upon the exercise of the Warrants will shall be subject to adjustment in the event and in the manner following: (ia) If and whenever the shares Shares at any time outstanding are shall be subdivided into a greater or consolidated into a lesser number of shares Shares, the Exercise Price will shall be decreased or increased proportionately proportionately, as the case may be; , and upon any such subdivision or consolidation consolidation, the number of shares Shares deliverable upon the exercise of the Warrants will shall be increased or decreased proportionately proportionately, as the case may be. (iib) In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other company or of the sale of the assets of the Company (hereinafter collectively referred to as a “Reorganization”)or substantially as an entirety or of any other company, each Warrant will shall, after such Reorganization capital reorganization, reclassification of capital, consolidation, merger, amalgamation or sale, confer the right to purchase the that number of shares or other securities or property of the Company (or of the Company’s company resulting from such Reorganization) capital reorganization, reclassification, consolidation, merger, amalgamation or to which such sale shall be made, as the case may be, to which the Warrant Holder would have been entitled to upon Reorganization if of the Warrant Holder had been a shareholder shares deliverable at the time of such Reorganization. In capital reorganization, reclassification of capital, consolidation, merger, amalgamation or sale had the Warrants been exercised, would have been entitled on such capital reorganization, reclassification, consolidation, merger, amalgamation or sale and in any such case, if necessary, appropriate adjustments will shall be made in the application of the provisions of this Article Four relating set forth in Sections 12 to 19 hereof with respect to the rights and interest thereafter of the Holders of the Warrants so to the end that the provisions of this Article Four will set forth in Sections 12 to 19 hereof shall thereafter correspondingly be made applicable as nearly as reasonably possible may reasonable be expected in relation to any shares or other securities or property thereafter deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares the Shares at any time outstanding into a greater or lesser number of shares Shares (whether with or without par value) will shall not be deemed to be a Reorganization capital reorganization or a reclassification of the capital of the Company for the purposes of this clause 4.8(a)(iiSection 15(b). (bc) The adjustments provided for in this Section 4.8 15 pursuant to any Warrants are cumulative and .and will become effective immediately after the record date for, or, if no record date is fixed, the effective date date, of the event which results in such adjustments.

Adjustment of Exercise Price. (a) The Exercise Price and the number of shares Common Shares deliverable upon the exercise of the Warrants will shall be subject to adjustment in the event and in the manner following: (ia) If and whenever the shares Shares at any time outstanding are shall be subdivided into a greater or consolidated into a lesser number of shares Shares, the Exercise Price will shall be decreased or increased proportionately proportionately, as the case may be; , and upon any such subdivision or consolidation consolidation, the number of shares Shares deliverable upon the exercise of the Warrants will shall be increased or decreased proportionately proportionately, as the case may be.; (iib) In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other company or of the sale of the assets of the Company (hereinafter collectively referred to as a “Reorganization”)or substantially as an entirety or of any other company, each Warrant will shall, after such Reorganization capital reorganization, reclassification of capital, consolidation, merger, amalgamation or sale, confer the right to purchase the that number of shares or other securities or property of the Company (or of the Company’s company resulting from such Reorganization) capital reorganization, reclassification, consolidation, merger, amalgamation or to which such sale shall be made, as the case may be, to which the Warrant Holder would have been entitled to upon Reorganization if of the Warrant Holder had been a shareholder shares deliverable at the time of such Reorganization. In capital reorganization, reclassification of capital, consolidation, merger, amalgamation or sale had the Warrants been exercised, would have been entitled on such capital reorganization, reclassification, consolidation, merger, amalgamation or sale and in any such case, if necessary, appropriate adjustments will shall be made in the application of the provisions of this Article Four relating set forth in Sections 13 to 20 hereof with respect to the rights and interest thereafter of the Holders of the Warrants so to the end that the provisions of this Article Four will set forth in Sections 13 to 20 hereof shall thereafter correspondingly be made applicable as nearly as reasonably possible may reasonable be expected in relation to any shares or other securities or property thereafter deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares the Shares at any time outstanding into a greater or lesser number of shares Shares (whether with or without par value) will shall not be deemed to be a Reorganization capital reorganization or a reclassification of the capital of the Company for the purposes of this clause 4.8(a)(iiSection 16(b). (b) . The adjustments provided for in this Section 4.8 16 pursuant to any Warrants are cumulative and .and will become effective immediately after the record date for, or, if no record date is fixed, the effective date date, of the event which results in such adjustments.

Adjustment of Exercise Price. (a) NUMBER AND KIND OF SHARES AND NUMBER OF RIGHTS. The Exercise Price Price, the number and kind of shares of capital stock for which each Right is exercisable and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event that the Company shall at any time after the date of this Agreement (A) declare a dividend on the Preferred Shares payable in Preferred Shares, (B) subdivide the outstanding Preferred Shares into a greater number of Preferred Shares, (C) combine or consolidate the outstanding Preferred Shares into a smaller number of Preferred Shares or (D) issue any shares deliverable of capital stock of any class in a reclassification of the Preferred Shares (including any such reclassification in connection with a combination or merger in which the Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a) and in Section 7(d), the Exercise Price in effect at the Close of Business on the record date for such dividend or at the effective time of such subdivision, combination, consolidation or reclassification, and the number and kind of shares of capital stock issuable upon exercise of the Rights at such date or time, shall be proportionately adjusted so that the registered holder of each Right exercised after such date or time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date or time and at a time when the registry books of the transfer agent for the Preferred Shares were open, such registered holder would have been entitled to receive by reason of such dividend, subdivision, combination, consolidation or reclassification; provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the Warrants will be subject to aggregate par value of the shares of capital stock of the Company issuable upon the exercise thereof. If an event shall occur which would require an adjustment in the event and in the manner following: under both this paragraph (i) If and whenever paragraph (ii) of this subsection (a), the shares at adjustment provided for in this paragraph (i) shall be in addition to, and shall be made prior to, any time outstanding are subdivided into a greater or consolidated into a lesser number of shares the Exercise Price will be decreased or increased proportionately as the case may be; upon any adjustment required pursuant to such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may beparagraph (ii). (ii) In case of any capital reorganization or of any reclassification of the capital of the Company or Subject to Section 24, in the event that any Person, either alone or together with its Affiliates and Associates, shall become an Acquiring Person, then, in such case and promptly following such occurrence, proper provision shall be made so that the registered holder of the consolidationeach Right, merger or amalgamation of the Company with or into any other Company (hereinafter collectively referred to except as a “Reorganization”otherwise provided in Section 7(d), each Warrant will after such Reorganization confer shall thereafter have the right to purchase receive, upon exercise thereof and payment of an amount equal to the product determined by multiplying the then current Exercise Price by the number of one one-hundredths of a Preferred Share for which such Right was exercisable immediately prior to such occurrence, in accordance with this Agreement, in lieu of Preferred Shares, the number of shares or other securities of Common Stock determined dividing such product by 50% of the Company Fair Market Value (determined as provided in subsection (d) of this Section 11) of one share of Common Stock on the date of such occurrence. (iii) In the event that there shall not be sufficient authorized and unissued or treasury shares of Common Stock to permit the exercise in full of the Company’s resulting Rights in accordance with paragraph (ii) of this subsection (a), the Company shall take all necessary action to authorize and reserve for issuance such number of additional shares of Common Stock as may from such Reorganization) which time to time be required to be issued upon the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time exercise in full of such Reorganization. In any such caseall outstanding Rights and, if necessary, shall use its best efforts to obtain stockholder approval thereof. Notwithstanding the preceding sentence, if the Board shall determine that such action is necessary or appropriate adjustments will be made in and is not contrary to the application best interests of the provisions of this Article Four relating to the rights and interest thereafter holders of the Holders Rights, the Board may cause the Company, in lieu of the Warrants so that issuing shares of Common Stock in accordance with such paragraph (ii), to distribute, or if a sufficient number of shares of Common Stock cannot be issued for such purpose in accordance with the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after hereof, the Reorganization on Company shall distribute, upon the exercise of each Right, cash, debt securities, Preferred Shares, other shares of Preferred Stock, other property or any combination thereof having an aggregate Fair Market Value (determined as provided in subsection (d) of this Section 11) equal to the Warrants. The subdivision or consolidation Fair Market Value (as so determined) of shares at any time outstanding into a greater or lesser the number of shares of Common Stock which otherwise would have been issuable pursuant to such paragraph (whether with or without par valueii). Any such decision by the Board must be made and publicly announced within 30 days after the occurrence of any Section 11(a)(ii) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii)Event. (b) The adjustments In the event that the Company shall fix a record date for the making of any distribution to all registered holders of Preferred Shares of options, warrants or rights entitling them (for a period expiring not later than 45 calendar days after such record date) to subscribe for or purchase Preferred Shares (or shares of capital stock of any class of the Company having the same (or more favorable) powers, preferences and rights as the Preferred Shares ("Equivalent Preferred Shares"), or securities convertible into or exchangeable for Preferred Shares or Equivalent Preferred Shares, at a price per Preferred Share or per Equivalent Preferred Share (or having a conversion or exchange price per share, in the case of securities convertible into or exchangeable for Preferred Shares or Equivalent Preferred Shares) less than the Fair Market Value (determined as provided in subsection (d) of this Section 11) of one Preferred Share on such record date, the Exercise Price to be in effect after such record date shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of Preferred Shares outstanding on such record date, plus the number of Preferred Shares which the aggregate offering price of the total number of Preferred Shares and/or Equivalent Preferred Shares so to be offered (and/or the aggregate initial conversion or exchange price, in the case of convertible or exchangeable securities so to be offered) would purchase at such Fair Market Value, and the denominator of which shall be the number of Preferred Shares outstanding on such record date, plus the total number of Preferred Shares and/or Equivalent Preferred Shares so to be offered (and/or into or for which the convertible or exchangeable securities so to be offered are initially convertible or exchangeable); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon the exercise thereof. In case all or part of such subscription price may be paid in a form other than cash, the value of such non-cash consideration shall be its Fair Market Value (determined as provided in such subsection (d)). Preferred Shares owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any computation provided for in this Section 4.8 are cumulative and will become effective immediately after the record date or, if no subsection (b). The adjustment required by this subsection (b) shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the effective Exercise Price shall be adjusted to the Exercise Price which would have been in effect if such record date had not been fixed. (c) In the event that the Company shall fix a record date for the making of any distribution to all registered holders of Preferred Shares (including any such distribution made in connection with a combination or merger in which the Company is the continuing or surviving corporation) of cash (other than a regular quarterly cash dividend), options, warrants, rights (other than those referred to in subsection (b) of this Section 11), securities, evidences of indebtedness or other property (excluding any dividend payable in Preferred Shares, but including any dividend payable in other shares of capital stock), the Exercise Price to be in effect after such record date shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the Fair Market Value (determined as provided in subsection (d) of this Section 11) of one one-hundredth of a Preferred Share on such record date, less the Fair Market Value (as so determined) of the cash, options, warrants, rights, securities, evidences of indebtedness or other property so to be distributed and properly attributable to one one-hundredth of a Preferred Share, and the denominator of which shall be such Fair Market Value of one one-hundredth of a Preferred Share; provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon the exercise thereof. The adjustment required by this subsection (c) shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Exercise Price shall be adjusted to the Exercise Price which results would have been in effect if such record date had not been fixed. (d) For the purpose of any computation required under this Agreement, "Fair Market Value," when used with respect to Preferred Shares or shares of Common Stock or other capital stock of any class (collectively, a "Stock"), to any option, warrant, right or other security or evidence of indebtedness (collectively, a "Security") or to any other property, shall be determined as provided in this subsection (d): (i) In the case of any Stock or Security which is publicly traded, the Fair Market Value on any date shall be deemed to be the average of the daily closing prices per share of such Stock or per unit of such Security for the 30 consecutive Trading Days immediately prior to such date; provided, however, that in the event that the Fair Market Value per share of any Stock is determined during a period commencing after the public announcement by its issuer of (A) a dividend or distribution on such Stock payable in shares of such Stock or securities convertible into or exchangeable for shares of such Stock or (B) a subdivision, combination, consolidation or reclassification of such Stock, and ending prior to the expiration of the 30 Trading Days after the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination, consolidation or reclassification, then, in each such case, the Fair Market Value of such Stock shall be properly adjusted to take into account "ex-dividend" trading. The closing price for each day shall be the last sale price, regular way, or, in case no such sale shall take place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if such Stock or Security is not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the principal national securities exchange on which such Stock or Security is listed or admitted to trading; or if such Stock or Security is not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the last quoted high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or any other similar system then in use; or if on any such day no bid for such Stock or Security is quoted by any such organization, the average of the closing bid and asked prices, as furnished by a professional market maker making a market in such adjustments.Stock or Security selected by the Board. If during any relevant period no market maker is making a market in such Stock or Security, its Fair Market Value on a

Adjustment of Exercise Price. (a) The Exercise Price and the number of shares Common Shares deliverable upon the exercise of the Warrants will shall be subject to adjustment in the event and in the manner following: (i) 15.1 If and whenever the shares Shares at any time outstanding are shall be subdivided into a greater or consolidated into a lesser number of shares Shares, the Exercise Price will shall be decreased or increased proportionately proportionately, as the case may be; , and upon any such subdivision or consolidation consolidation, the number of shares Shares deliverable upon the exercise of the Warrants will shall be increased or decreased proportionately proportionately, as the case may be. (ii) 15.2 In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other company or of the sale of the assets of the Company (hereinafter collectively referred to as a “Reorganization”)or substantially as an entirety or of any other company, each Warrant will shall, after such Reorganization capital reorganization, reclassification of capital, consolidation, merger, amalgamation or sale, confer the right to purchase the that number of shares or other securities or property of the Company (or of the Company’s company resulting from such Reorganization) capital reorganization, reclassification, consolidation, merger, amalgamation or to which such sale shall be made, as the case may be, to which the Warrant Holder would have been entitled to upon Reorganization if of the Warrant Holder had been a shareholder shares deliverable at the time of such Reorganization. In capital reorganization, reclassification of capital, consolidation, merger, amalgamation or sale had the Warrants been exercised, would have been entitled on such capital reorganization, reclassification, consolidation, merger, amalgamation or sale and in any such case, if necessary, appropriate adjustments will shall be made in the application of the provisions of this Article Four relating set forth in Sections 12 to 19 hereof with respect to the rights and interest thereafter of the Holders of the Warrants so to the end that the provisions of this Article Four will set forth in Sections 12 to 19 hereof shall thereafter correspondingly be made applicable as nearly as reasonably possible may reasonable be expected in relation to any shares or other securities or property thereafter deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares the Shares at any time outstanding into a greater or lesser number of shares Shares (whether with or without par value) will shall not be deemed to be a Reorganization capital reorganization or a reclassification of the capital of the Company for the purposes of this clause 4.8(a)(iiSection 15(b). (b) 15.3 The adjustments provided for in this Section 4.8 15 pursuant to any Warrants are cumulative and .and will become effective immediately after the record date for, or, if no record date is fixed, the effective date date, of the event which results in such adjustments.

Adjustment of Exercise Price. (a) NUMBER AND KIND OF SHARES AND NUMBER OF RIGHTS. The Exercise Price Price, the number and kind of shares of capital stock for which each Right is exercisable and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event that the Company shall at any time after the date of this Agreement (A) declare a dividend on the Preferred Shares payable in Preferred Shares, (B) subdivide the outstanding Preferred Shares into a greater number of Preferred Shares, (C) combine or consolidate the outstanding Preferred Shares into a smaller number of Preferred Shares or (D) issue any shares deliverable of capital stock of any class in a reclassification of the Preferred Shares (including any such reclassification in connection with a combination or merger in which the Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a) and in Section 7(d), the Exercise Price in effect at the Close of Business on the record date for such dividend or at the effective time of such subdivision, combination, consolidation or reclassification, and the number and kind of shares of capital stock issuable upon exercise of the Rights at such date or time, shall be proportionately adjusted so that the registered holder of each Right exercised after such date or time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date or time and at a time when the registry books of the transfer agent for the Preferred Shares were open, such registered holder would have been entitled to receive by reason of such dividend, subdivision, combination, consolidation or reclassification; PROVIDED, HOWEVER, that in no event shall the consideration to be paid upon the exercise of one Right be less than the Warrants will be subject to aggregate par value of the shares of capital stock of the Company issuable upon the exercise thereof. If an event shall occur which would require an adjustment in the event and in the manner following: under both this paragraph (i) If and whenever paragraph (ii) of this subsection (a), the shares at adjustment provided for in this paragraph (i) shall be in addition to, and shall be made prior to, any time outstanding are subdivided into a greater or consolidated into a lesser number of shares the Exercise Price will be decreased or increased proportionately as the case may be; upon any adjustment required pursuant to such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may beparagraph (ii). (ii) In case of any capital reorganization or of any reclassification of the capital of the Company or Subject to Section 24, in the event that any Person, either alone or together with its Affiliates and Associates, shall become an Acquiring Person, then, in such case and promptly following such occurrence, proper provision shall be made so that the registered holder of the consolidationeach Right, merger or amalgamation of the Company with or into any other Company (hereinafter collectively referred to except as a “Reorganization”otherwise provided in Section 7(d), each Warrant will after such Reorganization confer shall thereafter have the right to purchase receive, upon exercise thereof and payment of an amount equal to the product determined by multiplying the then current Exercise Price by the number of one one-hundredths of a Preferred Share for which such Right was exercisable immediately prior to such occurrence, in accordance with this Agreement, in lieu of Preferred Shares, the number of shares or other securities of Common Stock determined dividing such product by 50% of the Company Fair Market Value (determined as provided in subsection (d) of this Section 11) of one share of Common Stock on the date of such occurrence. (iii) In the event that there shall not be sufficient authorized and unissued or treasury shares of Common Stock to permit the exercise in full of the Company’s resulting Rights in accordance with paragraph (ii) of this subsection (a), the Company shall take all necessary action to authorize and reserve for issuance such number of additional shares of Common Stock as may from such Reorganization) which time to time be required to be issued upon the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time exercise in full of such Reorganization. In any such caseall outstanding Rights and, if necessary, appropriate adjustments will be made in shall use its best efforts to obtain stockholder approval thereof. Notwithstanding the application preceding sentence, if at least a majority of the provisions of this Article Four relating Disinterested Directors shall determine that such action is necessary or appropriate and is not contrary to the rights and interest thereafter best interests of the Holders holders of the Warrants so that Rights, such Disinterested Directors may cause the Company, in lieu of issuing shares of Common Stock in accordance with such paragraph (ii), to distribute, or if a sufficient number of shares of Common Stock cannot be issued for such purpose in accordance with the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after hereof, the Reorganization on Company shall distribute, upon the exercise of each Right, cash, debt securities, Preferred Shares, other shares of Preferred Stock, other property or any combination thereof having an aggregate Fair Market Value (determined as provided in subsection (d) of this Section 11) equal to the Warrants. The subdivision or consolidation Fair Market Value (as so determined) of shares at any time outstanding into a greater or lesser the number of shares of Common Stock which otherwise would have been issuable pursuant to such paragraph (whether with or without par valueii). Any such decision by a majority of the Disinterested Directors must be made and publicly announced within 30 days after the occurrence of any Section 11(a)(ii) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii)Event. (b) The adjustments In the event that the Company shall fix a record date for the making of any distribution to all registered holders of Preferred Shares of options, warrants or rights entitling them (for a period expiring not later than 45 calendar days after such record date) to subscribe for or purchase Preferred Shares (or shares of capital stock of any class of the Company having the same (or more favorable) powers, preferences and rights as the Preferred Shares ("Equivalent Preferred Shares"), or securities convertible into or exchangeable for Preferred Shares or Equivalent Preferred Shares, at a price per Preferred Share or per Equivalent Preferred Share (or having a conversion or exchange price per share, in the case of securities convertible into or exchangeable for Preferred Shares or Equivalent Preferred Shares) less than the Fair Market Value (determined as provided in subsection (d) of this Section 11) of one Preferred Share on such record date, the Exercise Price to be in effect after such record date shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of Preferred Shares outstanding on such record date, plus the number of Preferred Shares which the aggregate offering price of the total number of Preferred Shares and/or Equivalent Preferred Shares so to be offered (and/or the aggregate initial conversion or exchange price, in the case of convertible or exchangeable securities so to be offered) would purchase at such Fair Market Value, and the denominator of which shall be the number of Preferred Shares outstanding on such record date, plus the total number of Preferred Shares and/or Equivalent Preferred Shares so to be offered (and/or into or for which the convertible or exchangeable securities so to be offered are initially convertible or exchangeable); PROVIDED, HOWEVER, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon the exercise thereof. In case all or part of such subscription price may be paid in a form other than cash, the value of such non-cash consideration shall be its Fair Market Value (determined as provided in such subsection (d)). Preferred Shares owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any computation provided for in this Section 4.8 are cumulative and will become effective immediately after the record date or, if no subsection (b). The adjustment required by this subsection (b) shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the effective Exercise Price shall be adjusted to the Exercise Price which would have been in effect if such record date had not been fixed. (c) In the event that the Company shall fix a record date for the making of any distribution to all registered holders of Preferred Shares (including any such distribution made in connection with a combination or merger in which the Company is the continuing or surviving corporation) of cash (other than a regular quarterly cash dividend), options, warrants, rights (other than those referred to in subsection (b) of this Section 11), securities, evidences of indebtedness or other property (excluding any dividend payable in Preferred Shares, but including any dividend payable in other shares of capital stock), the Exercise Price to be in effect after such record date shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the Fair Market Value (determined as provided in subsection (d) of this Section 11) of one one-hundredth of a Preferred Share on such record date, less the Fair Market Value (as so determined) of the cash, options, warrants, rights, securities, evidences of indebtedness or other property so to be distributed and properly attributable to one one-hundredth of a Preferred Share, and the denominator of which shall be such Fair Market Value of one one-hundredth of a Preferred Share; PROVIDED, HOWEVER, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon the exercise thereof. The adjustment required by this subsection (c) shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Exercise Price shall be adjusted to the Exercise Price which results would have been in effect if such adjustmentsrecord date had not been fixed. (d) For the purpose of any computation required under this Agreement, "Fair Market Value," when used with respect to Preferred Shares or shares of Common Stock or other capital stock of any class (collectively, a "Stock"), to any option, warrant, right or other security or evidence of indebtedness (collectively, a "Security") or to any other property, shall be determined as provided in this subsection (d): (i) In the case of any Stock or Security which is publicly traded, the Fair Market Value on any date shall be deemed to be the average of the daily closing prices per share of such Stock or per unit of such Security for the 30 consecutive Trading Days immediately prior to such date; PROVIDED, HOWEVER,

Adjustment of Exercise Price. (a) Number and Kind of Shares or Number of Rights. The Exercise Price Price, the number and kind of shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event the Company shall at any time after the date of this Agreement (A) declare a dividend on the Preferred Stock payable in shares deliverable of Preferred Stock, (B) subdivide the outstanding Preferred Stock, (C) combine the outstanding Preferred Stock into a smaller number of shares or (D) issue, change or alter any shares of its capital stock in a reclassification or recapitalization of the Preferred Stock (including any such reclassification or recapitalization in connection with a consolidation or merger in which the Company is the continuing or surviving Person), except as otherwise provided in this Section 11(a) and Section 7(e) hereof, the Exercise Price in effect at the time of the record date for such dividend or the effective time of such subdivision, combination, reclassification or recapitalization, and the number and kind of shares of capital stock issuable on such date or at such time, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock transfer books of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination, reclassification or recapitalization; provided, however, that in no event shall the consideration to be paid upon the exercise of a Right be less than the Warrants will be subject to adjustment in the event and in the manner following: (i) If and whenever aggregate par value of the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares capital stock of the Exercise Price will be decreased or increased proportionately as the case may be; Company issuable upon any such subdivision or consolidation the number of shares deliverable upon the exercise of a Right. If an event occurs which would require an adjustment under both Section 11(a)(i) and Section 11(a)(ii) hereof, the Warrants will adjustment provided for in this Section 11(a)(i) shall be increased or decreased proportionately as the case may bein addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii) hereof. (ii) In case Subject to the provisions of Section 24 hereof, in the event any capital reorganization Person, alone or together with its Affiliates and Associates, shall become an Acquiring Person, then, promptly following any such occurrence (a “Section 11(a)(ii) Event”), proper provision shall be made so that each holder of any reclassification a Right, except as provided in Section 7(e) hereof, shall thereafter have a right to receive, upon exercise thereof at the then current Exercise Price in accordance with the terms of this Agreement, in lieu of a number of one ten-thousandths of a share of Preferred Stock, such number of shares of Common Stock of the capital Company as shall equal the result obtained by (x) multiplying the then current Exercise Price by the then number of one ten-thousandths of a share of Preferred Stock for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event, whether or not such Right was then exercisable, and dividing that product by (y) 50% of the Fair Market Value per share of Common Stock of the Company (determined pursuant to Section 11(d)) on the date of the occurrence of a Section 11(a)(ii) Event (such number of shares being referred to as the “Adjustment Shares”). (iii) In lieu of issuing any shares of Common Stock of the Company in accordance with Section 11(a)(ii) hereof, the Company, acting by or pursuant to a resolution of the Board of Directors, may, and in the event that the number of shares of Common Stock of the Company which are authorized by the Company’s Certificate of Incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii) of this Section 11(a), the Company, acting by or pursuant to a resolution of the Board of Directors, shall: (A) determine the excess of (X) the Fair Market Value of the Adjustment Shares issuable upon the exercise of a Right (the “Current Value”) over (Y) the Exercise Price attributable to each Right (such excess being referred to as the “Spread”) and (B) with respect to all or a portion of each Right (subject to Section 7(e) hereof), make adequate provision to substitute for the Adjustment Shares, upon payment of the Exercise Price, (1) Common Stock of the Company or in the case of the consolidationequity securities, merger or amalgamation if any, of the Company with or into any other than Common Stock of the Company (hereinafter collectively including, without limitation, shares, or units of shares, of Preferred Stock that the Board of Directors has determined to have the same value as shares of Common Stock of the Company (such shares of Preferred Stock being referred to herein as “Common Stock Equivalents”)), (2) cash, (3) a reduction in the Exercise Price, (4) Preferred Stock Equivalents which the Board of Directors has deemed to have the same value as shares of Common Stock of the Company, (5) debt securities of the Company, (6) other assets or securities of the Company or (7) any combination of the foregoing, having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board of Directors after receiving the advice of a nationally recognized investment banking firm selected by the Board of Directors; provided, however, that if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) days following the later of (x) the first occurrence of a Section 11(a)(ii) Event and (y) the date on which the Company’s right of redemption pursuant to Section 23(a) expires (the later of (x) and (y) being referred to herein as the “ReorganizationSection 11(a)(ii) Trigger Date”), each Warrant will then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Exercise Price, shares of Common Stock of the Company (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board of Directors shall determine in good faith that it is likely that sufficient additional shares of Common Stock of the Company could be authorized for issuance upon exercise in full of the Rights, the 30-day period set forth above may be extended to the extent necessary, but not more than ninety (90) days after the Section 11(a)(ii) Trigger Date, in order that the Company may seek stockholder approval for the authorization of such additional shares (such period, as it may be extended, being referred to herein as the “Substitution Period”). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof, that such action shall apply uniformly to all outstanding Rights and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended and a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of the Common Stock of the Company and of the Preferred Stock shall be the Fair Market Value (as determined pursuant to Section 11(d) hereof) per share of the Common Stock of the Company and the Preferred Stock, respectively, on the Section 11(a)(ii) Trigger Date, the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock of the Company on such date and the value of any Preferred Stock Equivalent shall be deemed to have the same value as the Preferred Stock on such date. (b) If the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock entitling them (for a period expiring within forty-five (45) calendar days after such Reorganization confer record date) to subscribe for or purchase Preferred Stock (or securities having the right same or more favorable rights, privileges and preferences as the shares of Preferred Stock (“Preferred Stock Equivalents”)) or securities convertible into Preferred Stock or Preferred Stock Equivalents at a price per share of Preferred Stock or per share of Preferred Stock Equivalents (or having a conversion price per share, if a security convertible into Preferred Stock or Preferred Stock Equivalents) less than the Fair Market Value (as determined pursuant to purchase Section 11(d) hereof) per share of Preferred Stock on such record date, the Exercise Price to be in effect after such record date shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock outstanding on such record date, plus the number of shares of Preferred Stock which the aggregate offering price of the total number of shares of Preferred Stock and/or Preferred Stock Equivalents to be offered (and the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such Fair Market Value and the denominator of which shall be the number of shares of Preferred Stock outstanding on such record date, plus the number of additional shares of Preferred Stock and Preferred Stock Equivalents to be offered for subscription or other purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of a Right be less than the aggregate par value of the shares of stock of the Company issuable upon exercise of a Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be the Fair Market Value thereof determined in accordance with Section 11(d) hereof. Shares of Preferred Stock owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Exercise Price shall be adjusted to be the Exercise Price which would then be in effect if such record date had not been fixed. (c) If the Company shall fix a record date for the making of a distribution to all holders of Preferred Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), of evidences of indebtedness, cash (other than a regular periodic cash dividend out of the earnings or retained earnings of the Company’s resulting from ), assets (other than a dividend payable in Preferred Stock, but including any dividend payable in stock other than Preferred Stock) or convertible securities, subscription rights or warrants (excluding those referred to in Section 11(b)), the Exercise Price to be in effect after such Reorganizationrecord date shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the Fair Market Value (as determined pursuant to Section 11(d) hereof) per one ten-thousandth of a share of Preferred Stock on such record date, less the Fair Market Value (as determined pursuant to Section 11(d) hereof) of the portion of the cash, assets or evidences of indebtedness so to be distributed or of such convertible securities, subscription rights or warrants applicable to one ten-thousandth of a share of Preferred Stock and the denominator of which shall be the Warrant Holder Fair Market Value (as determined pursuant to Section 11(d) hereof) per one ten-thousandth of a share of Preferred Stock; provided, however, that in no event shall the consideration to be paid upon the exercise of a Right be less than the aggregate par value of the shares of stock of the Company issuable upon exercise of a Right. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Exercise Price shall again be adjusted to be the Exercise Price which would have be in effect if such record date had not been entitled fixed. (d) For the purpose of this Agreement, the “Fair Market Value” of any share of Preferred Stock, Common Stock or any other stock or any Right or other security or any other property shall be determined as provided in this Section 11(d). (i) In the case of a publicly-traded stock or other security, the Fair Market Value on any date shall be deemed to upon Reorganization be the average of the daily closing prices per share of such stock or per unit of such other security for the thirty (30) consecutive Trading Days (as such term is hereinafter defined) immediately prior to such date; provided, however, that in the event that the Fair Market Value per share of any share of stock is determined during a period following the announcement by the issuer of such stock of (x) a dividend or distribution on such stock payable in shares of such stock or securities convertible into shares of such stock or (y) any subdivision, combination or reclassification of such stock, and prior to the expiration of the 30 Trading Day period after the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification, then, and in each such case, the Fair Market Value shall be properly adjusted to take into account ex-dividend trading. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the Nasdaq Stock Market or, if the Warrant Holder had been securities are not listed or admitted to trading on the Nasdaq Stock Market, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which such security is listed or admitted to trading; or, if not listed or admitted to trading on any national securities exchange, the last quoted price (or, if not so quoted, the average of the last quoted high bid and low asked prices) in the over-the-counter market, as reported by the OTC Bulletin Board, the Pink Sheets or such other system then in use; or, if on any such date no bids for such security are quoted by any such organization, the average of the closing bid and asked prices as furnished by a shareholder professional market maker making a market in such security selected by the Board of Directors. If on any such date no market maker is making a market in such security, the Fair Market Value of such security on such date shall be determined reasonably and with utmost good faith to the holders of the Rights by the Board of Directors; provided, however, that if at the time of such Reorganization. In any determination there is an Acquiring Person, the Fair Market Value of such casesecurity on such date shall be determined by a nationally recognized investment banking firm selected by the Board of Directors, if necessary, appropriate adjustments will which determination shall be made described in a statement filed with the application Rights Agent and shall be binding on the Rights Agent and the holders of the provisions of this Article Four relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the WarrantsRights. The subdivision term “Trading Day” shall mean a day on which the principal national securities exchange on which such security is listed or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed admitted to be a Reorganization trading is open for the purposes transaction of this clause 4.8(a)(ii). (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after the record date business or, if no record date such security is fixednot listed or admitted to trading on any national securities exchange, the effective date of the event which results in such adjustmentsa Business Day.

Adjustment of Exercise Price. (a) The Exercise Price exercise price and the number of shares deliverable upon the exercise of the Warrants will be subject to adjustment in the event events and in the manner following: (ia) If and whenever in the event of any subdivision or subdivisions of the shares of the Corporation as such shares are constituted on the Issuance Date, at any time outstanding while the Warrants are subdivided outstanding, into a greater number of shares, the Corporation will deliver at the time of purchase of shares, in addition to the number of shares in respect of which the right to purchase is then being exercised, such additional number of shares as a result from such subdivision or consolidated subdivisions without the bearer of the Warrant making any additional payment or giving any other consideration; (b) in the event of any consolidation or consolidations of the shares of the Corporation as such shares are constituted on the Issuance Date, at any time while the Warrants are outstanding, into a lesser number of shares shares, the Exercise Price Corporation will be decreased or increased proportionately as deliver and the case may be; upon any such subdivision or consolidation bearer will accept, at the time of purchase, in lieu of the number of shares deliverable upon in respect of which the exercise right to purchase is then being exercised, the lesser number of shares as a result from such consolidation or consolidations; (c) in the event of any change of the shares of the Corporation as such shares are constituted on the Issuance Date, at any time while the Warrants are outstanding, the Corporation will be increased or decreased proportionately deliver at the time of purchase the number of shares of the appropriate class resulting from such change as the case may be.bearer would have been entitled to receive in respect of the number of shares so purchased, had the right to purchase been exercised before such change; (iid) In case in the event of any capital reorganization reorganization, reclassification or change of any reclassification outstanding equity shares of the capital of the Company Corporation or in the case event of the any consolidation, merger or amalgamation of the Company Corporation with or into any other Company (hereinafter collectively referred to as a “Reorganization”)company, then the Holder of each Warrant then outstanding will after such Reorganization confer have the right to purchase and receive, in lieu of the shares receivable upon the exercise of the rights represented by the Warrants, the kind and amount of shares and other securities and property receivable upon such capital reorganization, reclassification, change, consolidation, merger or amalgamation which the Holder of a number of shares equal to the number of shares or other securities of the Company (or of the Company’s resulting from such Reorganization) which the Warrant Holder would have been entitled to receivable upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application of the provisions of this Article Four relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The rights represented by the Warrants would have received as a result of such event, but the subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (shares, whether with or without par value) , will not be deemed to be a Reorganization capital reorganization or a reclassification of the capital of the Corporation for the purposes of this clause 4.8(a)(iiparagraphs (d).; (be) The if the Corporation, at any time while the Warrants are outstanding, pays any stock dividend or stock dividends upon the shares of the Corporation in respect of which the right to purchase is then given, the Corporation will deliver at the time of purchase of shares in addition to the number of shares in respect of which the right of purchase is then being exercised, the additional number of shares of the appropriate class as would have been payable on the shares so purchased as if they had been outstanding on the record date for the payment of such stock dividend; (f) the adjustments provided for in this Section 4.8 in the subscription rights pursuant to any Warrants are cumulative and cumulative; and, (g) the Corporation will become effective immediately after the record date ornot be required to issue fractional shares in satisfaction of its obligations but, if no record date is fixedany fractional interest in a shares would, except for the provisions of this paragraph (g), be deliverable upon the exercise of Warrant, the effective date Corporation will, at its option, in lieu of delivering a fractional share, satisfy the right to receive such fractional interest by payment to the Holder of such Warrant of an amount in cash equal, computed in the case of a fraction of a cent to the next lower cent, to the current market value of the event right to subscribe for such fractional interest, computed on the basis of the last sale price of shares of the Corporation of the Nasdaq Bulletin Board preceding the day on which results in such adjustmentsexercise takes place.

Adjustment of Exercise Price. (a) The If any Adjustment Transaction shall occur, the Exercise Price shall be adjusted by the Company so as to fairly preserve, without dilution, the purchase rights represented by this Warrant in accordance with Section 4.1 and otherwise with the essential intent and purposes hereof. If the holder of this Warrant disputes the adjustment of the Exercise Price made by the Company and the parties cannot otherwise resolve the dispute promptly and in good faith, then the Company shall appoint a firm of independent public accountants of recognized national standing (which may be the regular auditors of the Company), which shall give their opinion as to the adjustment, if any, to be made to the Exercise Price as the result of the relevant Adjustment Transaction. Upon receipt of such opinion, the Company shall promptly mail a copy thereof to the holder of this Warrant and shall make the adjustment described therein. (For illustrative purposes, but without limiting the requirements set forth above, there are attached hereto as Exhibit 4.2 the mathematical formulas that would be used to calculate the adjusted Exercise Price in the case of an issuance of Common Stock for less than the greater of (i) the Exercise Price per share then in effect or (ii) the then Fair Value per share.) Anything herein to the contrary notwithstanding, the Company shall not be required to make any adjustment of the Exercise Price in the case of (i) the issuance of shares of Common Stock upon the exercise in whole or part of this Warrant or (ii) the issuance of shares of Common Stock pursuant to a rights offering in which the holder hereof elects to participate as if this Warrant had been exercised and such holder were, at the time of any such rights offering, then a holder of that number of shares deliverable upon of Common Stock to which such holder is then entitled on the exercise of hereof. In case the Warrants will be subject Company after the date hereof shall propose to adjustment in the event and in the manner following: (i) If and whenever pay any dividend payable in stock to the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number holders of shares of Common Stock or to make any other Distribution to the Exercise Price will holders of shares of Common Stock, (ii) offer to the holders of shares of Common Stock rights to subscribe for or purchase any additional shares of any class of stock or any other rights or options or (iii) effect any reclassification of the Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock), or any capital reorganization or any consolidation or merger (other than a merger in which no distribution of securities or other property is to be decreased made to holders of shares of Common Stock), or increased proportionately any sale, transfer or other disposition of its property, assets and business as an entirety or substantially as an entirety, or the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall mail to the holder of this Warrant notice of such proposed action, which shall specify the date on which the stock transfer books of the Company shall close, or a record shall be taken, for determining the holders of Common Stock entitled to receive such stock dividends or other Distribution or such rights or options, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, dissolution or winding up shall take place or commence, as the case may be; , and the date as of which it is expected that holders of Common Stock of record shall be entitled to receive securities or other property deliverable upon such action, if any such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will date is to be increased or decreased proportionately as fixed. Such notice shall be mailed in the case may be. of any action covered by clause (i) or (ii) In case above at least ten (10) days prior to the record date for determining holders of any capital reorganization Common Stock for purposes of receiving such payment or of any reclassification of the capital of the Company offer, or in the case of any action covered by clause (iii) above at least thirty (30) days prior to the consolidationdate upon which such action takes place and twenty (20) days prior to any record date to determine holders of Common Stock entitled to receive such securities or other property. Failure to file any certificate or notice or to mail any notice, merger or amalgamation any defect in any certificate or notice pursuant to this Section shall not affect the legality or validity of the Company with adjustment of the Exercise Price or into any other Company (hereinafter collectively referred to as a “Reorganization”), each Warrant will after such Reorganization confer the right to purchase the number of shares or other securities of the Company (or of the Company’s resulting from such Reorganization) which the Warrant Holder would have been entitled to purchasable upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application of the provisions exercise of this Article Four relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to Warrant, or any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii)transaction giving rise thereto. (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustments.

Adjustment of Exercise Price. (a) The Exercise Price If, and whenever, after the number of shares deliverable upon ---------------------------- date hereof and prior to delivery by the Company pursuant to exercise of the Warrants will be subject to adjustment in the event and in the manner followingthis Warrant of all shares of Warrant Stock purchasable upon exercise of this Warrant: (i) If and whenever The number of outstanding shares of the Company's stock of the class at the time purchasable upon exercise of this Warrant is increased as the result of (x) a subdivision of such outstanding shares at any time outstanding are subdivided of such class into a greater or consolidated into a lesser number of shares or (y) the Exercise Price will be decreased or increased proportionately as issuance of additional shares of stock of such class in payment of a dividend declared upon the case may be; upon any outstanding shares of stock of such subdivision or consolidation class, then the number of shares deliverable of Warrant Stock at the time remaining subject to issuance upon the exercise of the Warrants will this Warrant shall thereupon be increased or proportionately, and the Exercise Price at the time in effect shall thereupon be decreased proportionately as the case may be.proportionately; or (ii) In case The number of outstanding shares of the Company's stock of the class at the time purchasable upon exercise of this Warrant is decreased as the result of a combination of outstanding shares into a smaller number of shares, then the number of shares of Warrant Stock at the time remaining subject to issuance upon exercise of this Warrant shall thereupon be decreased proportionately, and the Exercise Price at the time in effect shall thereupon be increased proportionately; or (iii) The outstanding shares of the Company's stock of the class at the time purchasable upon exercise of this Warrant are changed (including a change in par value) as the result of a reclassification (other than a reclassification resulting solely in a change to which the provisions of clause (i) or (ii) is applicable), or the Company merges with another corporation or corporations in a merger in which the Company is the resulting corporation (except a merger that does not result in a reclassification of the outstanding shares of the Company's stock of the class at the time purchasable upon exercise of this Warrant), then, thereafter, upon any exercise of this Warrant, the registered holder hereof will, at no additional cost, be entitled to receive (subject to any required action by stockholders), in lieu of the number and class of shares of stock theretofore purchasable upon such exercise, the number and class of shares of stock and/or other securities and/or property receivable, as a result of such reclassification or merger, by a holder of that number and class of shares of stock therefore purchasable upon such exercise; or (iv) Any capital reorganization or of any reclassification of the capital stock of the Company or in the case of the consolidationshall occur, merger or amalgamation of the Company with or into any other Company (hereinafter collectively referred to as a “Reorganization”), each this Warrant will after such Reorganization confer the right to purchase shall thereafter be exercisable for the number of shares of stock or other securities or property to which a holder of the number of shares of Common Stock of the Company (or issuable upon exercise of the Company’s resulting from such Reorganization) which the this Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization. In reorganization or reclassification and, in any such case, if necessary, appropriate adjustments will adjustment (as determined by the Board of Directors) shall be made in the application of the provisions of this Article Four relating herein set forth with respect to the rights and interest interests thereafter of the Holder of this Warrant to the end that the provisions set forth herein (including provisions with respect to adjustments of the Exercise Price) shall thereafter be applicable, as nearly as reasonably practicable, in relation to any shares of stock or other property thereafter deliverable upon the exercise of this Warrant; or (v) The Company shall enter into any consolidation with or merger into any other corporation wherein the Company is not the surviving corporation, or shall sell or convey (other than as collateral to secure indebtedness) its property as an entirety or substantially as an entirety, and, in connection with such consolidation, merger, sale or conveyance, shares of stock or other securities or property shall be issuable or deliverable in exchange for the Common Stock of the Company, the Holder shall thereafter be entitled to purchase (in lieu of the number of shares of Common Stock which such Holder would have been entitled to purchase immediately prior to such consolidation, merger, sale or conveyance) the shares of stock or other securities or property to which such number of shares of Common Stock would have been entitled at the time of such consolidation, merger, sale or conveyance, at an aggregate Exercise Price equal to that which would have been payable if such number of shares of Common Stock had been purchased immediately prior thereto and, in such event, appropriate provision (as determined by resolution of the Board of Directors of the Company) shall be made with respect to the rights and interests thereafter of the Holders of the Warrants so Warrant, to the end that all the provisions of this Article Four will Warrant (including adjustment provisions) shall thereafter be made applicable applicable, as nearly as reasonably possible practicable, in relation to any shares such stock or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii)property. (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustments.

Adjustment of Exercise Price. (a) Number and Kind of Shares or Number of Rights. The Exercise Price Price, the number and kind of shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event the Company shall at any time after the date of this Agreement (A) declare a dividend on the Preferred Stock payable in shares deliverable of Preferred Stock, (B) subdivide the outstanding Preferred Stock, (C) combine the outstanding Preferred Stock into a smaller number of shares or (D) issue, change or alter any shares of its capital stock in a reclassification or recapitalization of the Preferred Stock (including any such reclassification or recapitalization in connection with a consolidation or merger in which the Company is the continuing or surviving Person), except as otherwise provided in this Section 11(a) and Section 7(e) hereof, the Exercise Price in effect at the time of the record date for such dividend or the effective time of such subdivision, combination, reclassification or recapitalization, and the number and kind of shares of capital stock issuable on such date or at such time, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock transfer books of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination, reclassification or recapitalization; provided, however, that in no event shall the consideration to be paid upon the exercise of a Right be less than the Warrants will be subject to adjustment in the event and in the manner following: (i) If and whenever aggregate par value of the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares capital stock of the Exercise Price will be decreased or increased proportionately as the case may be; Company issuable upon any such subdivision or consolidation the number of shares deliverable upon the exercise of a Right. If an event occurs which would require an adjustment under both Section 11(a)(i) and Section 11(a)(ii) hereof, the Warrants will adjustment provided for in this Section 11(a)(i) shall be increased or decreased proportionately as the case may bein addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii) hereof. (ii) In case Subject to the provisions of Section 24 hereof, in the event any capital reorganization Person, alone or together with its Affiliates and Associates, shall become an Acquiring Person, then, promptly following any such occurrence (a “Section 11(a)(ii) Event”), proper provision shall be made so that each holder of any reclassification a Right, except as provided in Section 7(e) hereof, shall thereafter have a right to receive, upon exercise thereof at the then current Exercise Price in accordance with the terms of this Agreement, in lieu of a number of one ten-thousandths of a share of Preferred Stock, such number of shares of Common Stock of the capital Company as shall equal the result obtained by (x) multiplying the then current Exercise Price by the then number of one ten-thousandths of a share of Preferred Stock for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event, whether or not such Right was then exercisable, and dividing that product by (y) 50% of the Fair Market Value per share of Common Stock of the Company (determined pursuant to Section 11(d)) on the date of the occurrence of a Section 11(a)(ii) Event (such number of shares being referred to as the “Adjustment Shares”). (iii) In lieu of issuing any shares of Common Stock of the Company in accordance with Section 11(a)(ii) hereof, the Company, acting by or pursuant to a resolution of the Board of Directors of the Company, may, and in the event that the number of shares of Common Stock of the Company which are authorized by the Company’s Certificate of Incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii) of this Section 11(a), the Company, acting by or pursuant to a resolution of the Board of Directors of the Company, shall: (A) determine the excess of (X) the Fair Market Value of the Adjustment Shares issuable upon the exercise of a Right (the “Current Value”) over (Y) the Exercise Price attributable to each Right (such excess being referred to as the “Spread”) and (B) with respect to all or a portion of each Right (subject to Section 7(e) hereof), make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Exercise Price, (1) Common Stock of the Company or in the case of the consolidationequity securities, merger or amalgamation if any, of the Company with or into any other than Common Stock of the Company (hereinafter collectively including without limitation shares, or units of shares, of Preferred Stock that the Board of Directors of the Company has determined to have the same value as shares of Common Stock of the Company (such shares of Preferred Stock being referred to herein as “Common Stock Equivalents”)), (2) cash, (3) a reduction in the Exercise Price, (4) Preferred Stock Equivalents which the Board of Directors of the Company has deemed to have the same value as shares of Common Stock of the Company, (5) debt securities of the Company, (6) other assets or securities of the Company or (7) any combination of the foregoing, having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board of Directors of the Company after receiving the advice of a nationally recognized investment banking firm selected by the Board of Directors of the Company; provided, however, that if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) days following the later of (x) the first occurrence of a Section 11(a)(ii) Event and (y) the date on which the Company’s right of redemption pursuant to Section 23(a) expires (the later of (x) and (y) being referred to herein as the “ReorganizationSection 11(a)(ii) Trigger Date”), each Warrant will then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Exercise Price, shares of Common Stock of the Company (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board of Directors of the Company shall determine in good faith that it is likely that sufficient additional shares of Common Stock of the Company could be authorized for issuance upon exercise in full of the Rights, the 30-day period set forth above may be extended to the extent necessary, but not more than ninety (90) days after the Section 11(a)(ii) Trigger Date, in order that the Company may seek stockholder approval for the authorization of such additional shares (such period, as it may be extended, being referred to herein as the “Substitution Period”). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof, that such action shall apply uniformly to all outstanding Rights and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended and a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of the Common Stock of the Company and of the Preferred Stock shall be the Fair Market Value (as determined pursuant to Section 11(d) hereof) per share of the Common Stock of the Company and the Preferred Stock, respectively, on the Section 11(a)(ii) Trigger Date, the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock of the Company on such date and the value of any Preferred Stock Equivalent shall be deemed to have the same value as the Preferred Stock on such date. (b) If the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock entitling them (for a period expiring within forty-five (45) calendar days after such Reorganization confer record date) to subscribe for or purchase Preferred Stock (or securities having the right same or more favorable rights, privileges and preferences as the shares of Preferred Stock (“Preferred Stock Equivalents”)) or securities convertible into Preferred Stock or Preferred Stock Equivalents at a price per share of Preferred Stock or per share of Preferred Stock Equivalents (or having a conversion price per share, if a security convertible into Preferred Stock or Preferred Stock Equivalents) less than the Fair Market Value (as determined pursuant to purchase Section 11(d) hereof) per share of Preferred Stock on such record date, the Exercise Price to be in effect after such record date shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock outstanding on such record date, plus the number of shares of Preferred Stock which the aggregate offering price of the total number of shares of Preferred Stock and/or Preferred Stock Equivalents to be offered (and the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such Fair Market Value and the denominator of which shall be the number of shares of Preferred Stock outstanding on such record date, plus the number of additional shares of Preferred Stock and Preferred Stock Equivalents to be offered for subscription or other purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of a Right be less than the aggregate par value of the shares of stock of the Company issuable upon exercise of a Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be the Fair Market Value thereof determined in accordance with Section 11(d) hereof. Shares of Preferred Stock owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Exercise Price shall be adjusted to be the Exercise Price which would then be in effect if such record date had not been fixed. (c) If the Company shall fix a record date for the making of a distribution to all holders of Preferred Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), of evidences of indebtedness, cash (other than a regular periodic cash dividend out of the earnings or retained earnings of the Company’s resulting from ), assets (other than a dividend payable in Preferred Stock, but including any dividend payable in stock other than Preferred Stock) or convertible securities, subscription rights or warrants (excluding those referred to in Section 11(b)), the Exercise Price to be in effect after such Reorganizationrecord date shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the Fair Market Value (as determined pursuant to Section 11(d) hereof) per one ten-thousandth of a share of Preferred Stock on such record date, less the Fair Market Value (as determined pursuant to Section 11(d) hereof) of the portion of the cash, assets or evidences of indebtedness so to be distributed or of such convertible securities, subscription rights or warrants applicable to one ten-thousandth of a share of Preferred Stock and the denominator of which shall be the Warrant Holder Fair Market Value (as determined pursuant to Section 11(d) hereof) per one ten-thousandth of a share of Preferred Stock; provided, however, that in no event shall the consideration to be paid upon the exercise of a Right be less than the aggregate par value of the shares of stock of the Company issuable upon exercise of a Right. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Exercise Price shall again be adjusted to be the Exercise Price which would have be in effect if such record date had not been entitled fixed. (d) For the purpose of this Agreement, the “Fair Market Value” of any share of Preferred Stock, Common Stock or any other stock or any Right or other security or any other property shall be determined as provided in this Section 11(d). (i) In the case of a publicly-traded stock or other security, the Fair Market Value on any date shall be deemed to upon Reorganization be the average of the daily closing prices per share of such stock or per unit of such other security for the 30 consecutive Trading Days (as such term is hereinafter defined) immediately prior to such date; provided, however, that in the event that the Fair Market Value per share of any share of stock is determined during a period following the announcement by the issuer of such stock of (x) a dividend or distribution on such stock payable in shares of such stock or securities convertible into shares of such stock or (y) any subdivision, combination or reclassification of such stock, and prior to the expiration of the 30 Trading Day period after the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification, then, and in each such case, the Fair Market Value shall be properly adjusted to take into account ex-dividend trading. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Warrant Holder had been securities are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which such security is listed or admitted to trading; or, if not listed or admitted to trading on any national securities exchange, the last quoted price (or, if not so quoted, the average of the last quoted high bid and low asked prices) in the over-the-counter market, as reported by the OTC Bulletin Board, the Pink Sheets or such other system then in use; or, if on any such date no bids for such security are quoted by any such organization, the average of the closing bid and asked prices as furnished by a shareholder professional market maker making a market in such security selected by the Board of Directors of the Company. If on any such date no market maker is making a market in such security, the Fair Market Value of such security on such date shall be determined reasonably and with utmost good faith to the holders of the Rights by the Board of Directors of the Company, provided, however, that if at the time of such Reorganization. In any determination there is an Acquiring Person, the Fair Market Value of such case, if necessary, appropriate adjustments will security on such date shall be made in determined by a nationally recognized investment banking firm selected by the application Board of Directors of the provisions of this Article Four relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii). (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after the record date orCompany, if no record date is fixed, the effective date of the event which results in such adjustments.which

Adjustment of Exercise Price. (a) The In the event the Company after the date hereof shall (i) pay a dividend or make a distribution on the Company's Common Stock in shares of capital stock of the Company, (ii) subdivide its outstanding shares of Common Stock, (iii) combine its outstanding shares of Common Stock into a smaller number of shares, or (iv) issue by reclassification of its shares of Common Stock any shares of capital stock of the Company, the exercise right and the Exercise Price and in effect immediately prior to such action shall be adjusted so that the holder of any Warrant thereafter surrendering such Warrant for exercise shall be entitled to receive the number of shares deliverable of capital stock of the Company that such holder would have owned immediately following such action had such Warrant been exercised immediately prior to the record date for such action or to such action, as appropriate. An adjustment made pursuant to this Section 4.6 shall, in the case of a subdivision, combination or reclassification become effective retroactively immediately after the record date thereof. If, as a result of an adjustment made pursuant to this Section 4.6, the holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock of the Company, the Board of Directors of the Company (whose determination shall be described in a certificate filed with the Warrant Agent) shall in good faith determine the allocation of the adjusted Exercise Price between or among shares of such classes of capital stock. (b) In the event the Company after the date hereof shall distribute to all the holders of Common Stock any dividend or other distribution (other than a cash distribution made as a dividend payable out of earnings or out of any earned surplus legally available for dividends under the laws of the jurisdiction of incorporation of the Company) or any evidence of indebtedness or any assets in respect of the Common Stock, or rights to subscribe or purchase shares of Common Stock at a price per share less than the current market price per share of Common Stock (as determined in Section 4.6(e) of this Agreement) at the record date referenced below, then, and thereafter successively upon each such distribution, the Exercise Price in effect immediately prior to such distribution shall forthwith be reduced to a price determined by multiplying the Exercise Price in effect immediately prior to such distribution by a fraction, (i) the numerator of which shall be the current market price per share of Common Stock (as determined in Section 4.6(e) of this Agreement) at the record date referenced below, less the fair market value (as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a certificate filed with the Warrant Agent) of the portion of such evidences of indebtedness or such assets so distributed, or of such subscription or purchase rights, applicable to one share of Common Stock and (ii) the denominator of which shall be such current market price per share of Common Stock. An adjustment made pursuant to Section 4.6(b) shall become effective retroactively immediately after the record date for the determination of stockholders entitled to receive such distribution. (c) After each adjustment of the Exercise Price pursuant to Sections 4.6(a) and 4.6(b) of this Agreement, the total number of shares of Common Stock or fractional part thereof purchasable upon the exercise of each Warrant shall be proportionately adjusted to the Warrants will be subject to adjustment in the event and in the manner following: (i) If and whenever the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares the Exercise Price will be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation product obtained by multiplying the number of shares deliverable of Common Stock purchasable upon the exercise of each Warrant by a fraction, (i) the Warrants will numerator of which shall be increased the Exercise Price in effect immediately prior to the adjustment and (ii) the denominator of which shall be the Exercise Price immediately following the adjustment. (d) The certificate of any independent firm of public accountants of recognized national standing selected by the Board of Directors of the Company shall be conclusive evidence of the correctness of any computations under Sections 4.6(a) and 4.6(b) of this Agreement. (e) For the purposes of Sections 4.3, 4.6(a) and 4.6(b) of this Agreement, the current market price per share of Common Stock as of any date of determination shall be deemed to be the average of the daily closing prices for the consecutive 20 trading days preceding the day of determination. The closing price for the day shall be the last reported sale price regular way or, in case no such reported sale takes place on that day, the average of the reported closing bid and asked prices regular way, in either case as officially reported by the principal stock exchange on which the Common Stock is listed or decreased proportionately admitted to trading, or, if the Common Stock is not listed or admitted to trading on any national securities exchange, the average of closing bid and asked prices as furnished by the National Association of Securities Dealers, Inc. through the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or similar organization if NASDAQ is no longer reporting such information. (f) No adjustment of the Exercise Price shall be required under Sections 4.6(a) and 4.6(b) of this Agreement if the amount of such adjustment is less than 1%; provided, however, that any adjustments that by reason of the foregoing are not required at the time to be made shall be carried forward and taken into account and included in determining the amount of any subsequent adjustment. If the Company shall take a record of holders of Common Stock for the purpose of entitling them to receive any dividend or distribution and thereafter and before the distribution to stockholders of any such dividend or distribution, legally abandon its plan to pay or deliver such dividend or distribution, then no adjustment of the Exercise Price shall be required by reason of the taking of such record. All calculations under this Section 4.6 shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. (iig) In case of any capital reorganization Whenever the Exercise Price is adjusted pursuant to this Section 4.6, the Company shall promptly file with the Warrant Agent and with each transfer agent for the Common Stock a certificate signed by the Chief Executive Officer, President or of any reclassification of Chief Financial Officer and by the capital Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Company or setting forth in reasonable detail the case of events requiring the consolidationadjustment, merger or amalgamation of the Company with or into any other Company (hereinafter collectively referred to as a “Reorganization”)method by which such adjustment was calculated, each Warrant will after such Reorganization confer and specifying the right to purchase Exercise Price and the number or kind or class of shares or other securities or property purchasable upon exercise of the Warrants after giving effect to such adjustment, and will cause to be mailed, first class, postage prepaid a summary thereof to the registered holders of the Warrant Certificates at their last addressees as they appear on the registry books of the Warrant Agent. (h) For the purposes of this Section 4.6, the term "Common Stock" shall mean (i) the class of stock designated as the common stock, par value $0.01 per share, of the Company, at the date of this Agreement and (ii) any other class of stock resulting from successive changes or reclassifications of such Common Stock consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to Section 4.6(a) of this Agreement, shares of capital stock of the Company (or other than shares of the Company’s resulting from such Reorganization) which the Warrant Holder would have been entitled to Common Stock are issuable upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application of the provisions of this Article Four relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser , thereafter the number of such other shares (whether so issuable shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with or without par value) will not respect to the Common Stock contained in this Section 4.6, and all other provisions of this Agreement with respect to Common Stock shall apply on like terms to any such other shares. Subject to the foregoing, and unless the context requires otherwise, all references to Common Stock in this Agreement and in the Warrant Certificates shall, in the event of an adjustment pursuant to this Section 4.6, be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii). (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date refer also to any other securities or property then issuable upon exercise of the event which results in Warrants as a result of such adjustments.

Adjustment of Exercise Price. (a) The Exercise Price and the number of shares deliverable upon the exercise of the Warrants will be subject to adjustment in the event and in the manner following: (i) If and whenever the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares the Exercise Price will be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be. (ii) In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other Company (hereinafter collectively referred to as a “"Reorganization”"), each Warrant will after such Reorganization confer the right to purchase the number of shares or other securities of the Company (or of the Company’s 's resulting from such Reorganization) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application of the provisions of this Article Four relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii). (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustments.. D/VXD/888264.2

Adjustment of Exercise Price. (a) Number and Kind of Shares or Number of Rights. The Exercise Price Price, the number and kind of shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event the Company shall at any time after the date of this Agreement (A) declare a dividend on the Preferred Stock payable in shares deliverable of Preferred Stock, (B) subdivide the outstanding Preferred Stock, (C) combine the outstanding Preferred Stock into a smaller number of shares or (D) issue, change or alter any shares of its capital stock in a reclassification or recapitalization of the Preferred Stock (including any such reclassification or recapitalization in connection with a consolidation or merger in which the Company is the continuing or surviving Person), except as otherwise provided in this Section 11(a) and Section 7(e) hereof, the Exercise Price in effect at the time of the record date for such dividend or the effective time of such subdivision, combination, reclassification or recapitalization, and the number and kind of shares of capital stock issuable on such date or at such time, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock transfer books of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination, reclassification or recapitalization; provided, however, that in no event shall the consideration to be paid upon the exercise of a Right be less than the Warrants will be subject to adjustment in the event and in the manner following: (i) If and whenever aggregate par value of the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares capital stock of the Exercise Price will be decreased or increased proportionately as the case may be; Company issuable upon any such subdivision or consolidation the number of shares deliverable upon the exercise of a Right. If an event occurs which would require an adjustment under both Section 11(a)(i) and Section 11(a)(ii) hereof, the Warrants will adjustment provided for in this Section 11(a)(i) shall be increased or decreased proportionately as the case may bein addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii) hereof. (ii) In case Subject to the provisions of Section 24 hereof, in the event any capital reorganization Person, alone or together with its Affiliates and Associates, shall become an Acquiring Person, then, promptly following any such occurrence (a “Section 11(a)(ii) Event”), proper provision shall be made so that each holder of any reclassification a Right, except as provided in Section 7(e) hereof, shall thereafter have a right to receive, upon exercise thereof at the then current Exercise Price in accordance with the terms of this Agreement, in lieu of a number of one ten-thousandths of a share of Preferred Stock, such number of shares of Common Stock of the capital Company as shall equal the result obtained by (x) multiplying the then current Exercise Price by the then number of one ten-thousandths of a share of Preferred Stock for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event, whether or not such Right was then exercisable, and dividing that product by (y) 50% of the Fair Market Value per share of Common Stock of the Company (determined pursuant to Section 11(d)) on the date of the occurrence of a Section 11(a)(ii) Event (such number of shares being referred to as the “Adjustment Shares”). (iii) In lieu of issuing any shares of Common Stock of the Company in accordance with Section 11(a)(ii) hereof, the Company, acting by or pursuant to a resolution of the Board of Directors of the Company, may, and in the event that the number of shares of Common Stock of the Company which are authorized by the Company’s Certificate of Incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii) of this Section 11(a), the Company, acting by or pursuant to a resolution of the Board of Directors of the Company, shall: (A) determine the excess of (X) the Fair Market Value of the Adjustment Shares issuable upon the exercise of a Right (the “Current Value”) over (Y) the Exercise Price attributable to each Right (such excess being referred to as the “Spread”) and (B) with respect to all or a portion of each Right (subject to Section 7(e) hereof), make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Exercise Price, (1) Common Stock of the Company or in the case of the consolidationequity securities, merger or amalgamation if any, of the Company with or into any other than Common Stock of the Company (hereinafter collectively including without limitation shares, or units of shares, of Preferred Stock that the Board of Directors of the Company has determined to have the same value as shares of Common Stock of the Company (such shares of Preferred Stock being referred to herein as a “ReorganizationCommon Stock Equivalents”)), each Warrant will after such Reorganization confer (2) cash, (3) a reduction in the right Exercise Price, (4) Preferred Stock Equivalents which the Board of Directors of the Company has deemed to purchase have the number same value as shares of shares Common Stock of the Company, (5) debt securities of the Company, (6) other assets or other securities of the Company or (or 7) any combination of the foregoing, having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board of Directors of the Company after receiving the advice of a nationally recognized investment banking firm selected by the Board of Directors of the Company’s resulting from such Reorganization; provided, however, that if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) days following the later of (x) the first occurrence of a Section 11(a)(ii) Event and (y) the date on which the Warrant Holder would have been entitled Company’s right of redemption pursuant to Section 23(a) expires (the later of (x) and (y) being referred to herein as the “Section 11(a)(ii) Trigger Date”), then the Company shall be obligated to deliver, upon Reorganization if the Warrant Holder had been surrender for exercise of a shareholder at Right and without requiring payment of the time Exercise Price, shares of such Reorganization. In any such caseCommon Stock of the Company (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board of Directors of the Company shall determine in good faith that it is likely that sufficient additional shares of Common Stock of the Company could be authorized for issuance upon exercise in full of the Rights, the 30-day period set forth above may be extended to the extent necessary, but not more than ninety (90) days after the Section 11(a)(ii) Trigger Date, in order that the Company may seek stockholder approval for the authorization of such additional shares (such period, as it may be extended, being referred to herein as the “Substitution Period”). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof, that such action shall apply uniformly to all outstanding Rights and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate adjustments will form of distribution to be made in pursuant to such first sentence and to determine the application value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the provisions Rights has been temporarily suspended and a public announcement at such time as the suspension is no longer in effect. For purposes of this Article Four relating to Section 11(a)(iii), the rights and interest thereafter value of the Holders Common Stock of the Warrants so that Company and of the provisions Preferred Stock shall be the Fair Market Value (as determined pursuant to Section 11(d) hereof) per share of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization Common Stock of the Company and the Preferred Stock, respectively, on the exercise Section 11(a)(ii) Trigger Date, the value of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not Common Stock Equivalent shall be deemed to have the same value as the Common Stock of the Company on such date and the value of any Preferred Stock Equivalent shall be a Reorganization for deemed to have the purposes of this clause 4.8(a)(ii)same value as the Preferred Stock on such date. (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after If the Company shall fix a record date orfor the issuance of rights, options or warrants to all holders of Preferred Stock entitling them (for a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase Preferred Stock (or securities having the same or more favorable rights, privileges and preferences as the shares of Preferred Stock (“Preferred Stock Equivalents”)) or securities convertible into Preferred Stock or Preferred Stock Equivalents at a price per share of Preferred Stock or per share of Preferred Stock Equivalents (or having a conversion price per share, if a security convertible into Preferred Stock or Preferred Stock Equivalents) less than the Fair Market Value (as determined pursuant to Section 11(d) hereof) per share of Preferred Stock on such record date, the Exercise Price to be in effect after such record date shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock outstanding on such record date, plus the number of shares of Preferred Stock which the aggregate offering price of the total number of shares of Preferred Stock and/or Preferred Stock Equivalents to be offered (and the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such Fair Market Value and the denominator of which shall be the number of shares of Preferred Stock outstanding on such record date, plus the number of additional shares of Preferred Stock and Preferred Stock Equivalents to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of a Right be less than the aggregate par value of the shares of stock of the Company issuable upon exercise of a Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be the Fair Market Value thereof determined in accordance with Section 11(d) hereof. Shares of Preferred Stock owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the effective Exercise Price shall be adjusted to be the Exercise Price which would then be in effect if such record date had not been fixed. (c) If the Company shall fix a record date for the making of a distribution to all holders of Preferred Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), of evidences of indebtedness, cash (other than a regular periodic cash dividend out of the earnings or retained earnings of the Company), assets (other than a dividend payable in Preferred Stock, but including any dividend payable in stock other than Preferred Stock) or convertible securities, subscription rights or warrants (excluding those referred to in Section 11(b)), the Exercise Price to be in effect after such record date shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the Fair Market Value (as determined pursuant to Section 11(d) hereof) per one ten-thousandth of a share of Preferred Stock on such record date, less the Fair Market Value (as determined pursuant to Section 11(d) hereof) of the portion of the cash, assets or evidences of indebtedness so to be distributed or of such convertible securities, subscription rights or warrants applicable to one ten-thousandth of a share of Preferred Stock and the denominator of which shall be the Fair Market Value (as determined pursuant to Section 11(d) hereof) per one ten-thousandth of a share of Preferred Stock; provided, however, that in no event shall the consideration to be paid upon the exercise of a Right be less than the aggregate par value of the shares of stock of the Company issuable upon exercise of a Right. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Exercise Price shall again be adjusted to be the Exercise Price which results would be in effect if such adjustmentsrecord date had not been fixed. (d) For the purpose of this Agreement, the “Fair Market Value” of any share of Preferred Stock, Common Stock or any other stock or any Right or other security or any other property shall be determined as provided in this Section 11(d). (i) In the case of a publicly-traded stock or other security, the Fair Market Value on any date shall be deemed to be the average of the daily closing prices per share of such stock or per unit of such other security for the 30 consecutive Trading Days (as such term is hereinafter defined) immediately prior to such date; provided, however, that in the event that the Fair Market Value per share of any share of stock is determined during a period following the announcement by the issuer of such stock of (x) a dividend or distribution on such stock payable in shares of such stock or securities

Adjustment of Exercise Price. Subject to provisions of this Article IV, the Exercise Price in effect from time to time shall be subject to adjustment, as follows: (a) The In case the Company shall at any time after the date hereof (i) declare a dividend on the outstanding Common Stock payable in shares of its capital stock, (ii) subdivide the outstanding Common Stock, (iii) combine the outstanding Common Stock into a smaller number of shares, or (iv) issue any shares of its capital stock by reclassification of the Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), then, in each case, the Exercise Price in effect, and the number of shares deliverable of Common Stock issuable upon the exercise of the Warrants will be subject to adjustment in the event and in the manner following: (i) If and whenever the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares the Exercise Price will be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be. (ii) In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidationoutstanding, merger or amalgamation of the Company with or into any other Company (hereinafter collectively referred to as a “Reorganization”), each Warrant will after such Reorganization confer the right to purchase the number of shares or other securities of the Company (or of the Company’s resulting from such Reorganization) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of the record date for such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application dividend or of the provisions effective date of this Article Four relating to such subdivision, combination or reclassification, shall be proportionately adjusted so that the rights and interest thereafter of the Holders holders of the Warrants so that after such time shall be entitled to receive the provisions aggregate number and kind of this Article Four will shares which, if such Warrants had been exercised immediately prior to such time, such holders would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification. Such adjustment shall be made applicable as nearly as reasonably possible to successively whenever any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii)event listed above shall occur. (b) The adjustments provided In case the Company shall distribute to all holders of Common Stock (including any such distribution made to the shareholders of the Company in connection with a consolidation or merger in which the Company is the continuing corporation) evidences of its indebtedness, cash or assets (other than distributions and dividends payable in shares of Common Stock), or rights, options or warrants to subscribe for or purchase Common Stock, or securities convertible into or exchangeable for shares of Common Stock, then, in this Section 4.8 are cumulative and will become effective each case, the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately after prior to the record date or, if no record date is fixedfor the determination of shareholders entitled to receive such distribution by a fraction, the effective date numerator of which shall be the Current Market Price (as determined pursuant to Section 4.2 hereof) per share of Comon Stock on such record date, less the fair market value (as determined in good faith by the board of directors of the event Company, whose determination shall be conclusive absent manifest error) of the portion of the evidences of indebtedness or assets so to be distributed, or of such rights, options, or warrants or convertible or exchangeable securities, or the amount of such cash, applicable to one share, and the denominator of which results in shall be such adjustmentsCurrent Market Price per share of Common Stock. Such adjustment shall become effective at the close of business on such record date.

Adjustment of Exercise Price. (a) NUMBER AND KIND OF SHARES AND NUMBER OF RIGHTS. The Exercise Price Price, the number and kind of shares of capital stock for which each Right is exercisable and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event that the Company shall at any time after the date of this Agreement (A) declare a dividend on the Preferred Shares payable in Preferred Shares, (B) subdivide the outstanding Preferred Shares into a greater number of Preferred Shares, (C) combine or consolidate the outstanding Preferred Shares into a smaller number of Preferred Shares or (D) issue any shares deliverable of capital stock of any class in a reclassification of the Preferred Shares (including any such reclassification in connection with a combination or merger in which the Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a) and in Section 7(d), the Exercise Price in effect at the Close of Business on the record date for such dividend or at the effective time of such subdivision, combination, consolidation or reclassification, and the number and kind of shares of capital stock issuable upon exercise of the Rights at such date or time, shall be proportionately adjusted so that the registered holder of each Right exercised after such date or time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date or time and at a time when the registry books of the transfer agent for the Preferred Shares were open, such registered holder would have been entitled to receive by reason of such dividend, subdivision, combination, consolidation or reclassification; provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the Warrants will be subject to aggregate par value of the shares of capital stock of the Company issuable upon the exercise thereof. If an event shall occur which would require an adjustment in the event and in the manner following: under both this paragraph (i) If and whenever paragraph (ii) of this subsection (a), the shares at adjustment provided for in this paragraph (i) shall be in addition to, and shall be made prior to, any time outstanding are subdivided into a greater or consolidated into a lesser number of shares the Exercise Price will be decreased or increased proportionately as the case may be; upon any adjustment required pursuant to such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may beparagraph (ii). (ii) In case Subject to Section 24, in the event that any Person, either alone or together with its Affiliates and Associates, shall become an Acquiring Person, proper provision shall be made so that the registered holder of any capital reorganization or each Right, except as otherwise provided in Section 7(d), shall thereafter have the right to receive, upon exercise thereof and payment of any reclassification an amount equal to the then current Exercise Price, in accordance with this Agreement, in lieu of Preferred Shares, the number of shares of Common Stock determined by (x) multiplying the then current Exercise Price by the number of one one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to a first occurrence Section 11(a)(ii) Event and (y) dividing such product by 50% of the capital Fair Market Value (determined as provided in subsection (d) of this Section 11) of one share of Common Stock on the date of such occurrence (such number of shares, the "ADJUSTMENT SHARES"). (iii) In the event that there shall not be sufficient treasury shares or authorized but unissued (and unreserved) Common Shares to permit the exercise in full of the Company Rights in accordance with the foregoing subparagraph (ii) and the Rights become so exercisable (and the Board has determined to make the Rights exercisable into fractions of a Preferred Share), notwithstanding any other provision of this Agreement, to the extent necessary and permitted by applicable law, each Right shall thereafter represent the right to receive, upon exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, (x) a number of (or fractions of) Common Shares (up to the maximum number of Common Shares which may permissibly be issued) and (y) a number of one one-hundredths of a Preferred Share or a number of, or fractions of other equity securities of the Corporation (or, in the case discretion of the consolidationBoard of Directors, merger or amalgamation debt) which the Board of Directors of the Company with Corporation has determined to have the same aggregate current market value (determined pursuant to Section 11(d)(i) and (ii) hereof, to the extent applicable,) as one Common Share (such number of, or into any fractions of, Preferred Shares, debt, or other Company (hereinafter collectively equity securities or debt of the Corporation being referred to as a “Reorganization”"CAPITAL STOCK EQUIVALENT"), each Warrant will after such Reorganization confer equal in the right aggregate to purchase the number of shares or other securities of the Company (or of the Company’s resulting from such Reorganization) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application of the provisions of this Article Four relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii). (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustments.Adjustment Shares;

Adjustment of Exercise Price. (a) Number and Kind of Shares or Number of Rights. The Exercise Price Price, the number and kind of shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event the Company shall at any time after the date of this Agreement (A) declare a dividend on the Preferred Stock payable in shares deliverable of Preferred Stock, (B) subdivide the outstanding Preferred Stock, (C) combine the outstanding Preferred Stock into a smaller number of shares or (D) issue, change or alter any shares of its capital stock in a reclassification or recapitalization of the Preferred Stock (including any such reclassification or recapitalization in connection with a consolidation or merger in which the Company is the continuing or surviving Person), except as otherwise provided in this Section 11(a) and Section 7(e) hereof, the Exercise Price in effect at the time of the record date for such dividend or the effective time of such subdivision, combination, reclassification or recapitalization, and the number and kind of shares of capital stock issuable on such date or at such time, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock transfer books of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination, reclassification or recapitalization; provided, however, that in no event shall the consideration to be paid upon the exercise of a Right be less than the Warrants will be subject to adjustment in the event and in the manner following: (i) If and whenever aggregate par value of the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares capital stock of the Exercise Price will be decreased or increased proportionately as the case may be; Company issuable upon any such subdivision or consolidation the number of shares deliverable upon the exercise of a Right. If an event occurs which would require an adjustment under both Section 11(a)(i) and Section 11(a)(ii) hereof, the Warrants will adjustment provided for in this Section 11(a)(i) shall be increased or decreased proportionately as the case may bein addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii) hereof. (ii) In case Subject to the provisions of Section 24 hereof, in the event any capital reorganization Person, alone or together with its Affiliates and Associates, shall become an Acquiring Person, then, promptly following any such occurrence (a “Section 11(a)(ii) Event”), proper provision shall be made so that each holder of any reclassification a Right, except as provided in Section 7(e) hereof, shall thereafter have a right to receive, upon exercise thereof at the then current Exercise Price in accordance with the terms of this Agreement, in lieu of a number of one ten-thousandths of a share of Preferred Stock, such number of shares of Common Stock of the capital Company as shall equal the result obtained by (x) multiplying the then current Exercise Price by the then number of one ten-thousandths of a share of Preferred Stock for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event, whether or not such Right was then exercisable, and dividing that product by (y) 50% of the Fair Market Value per share of Common Stock of the Company (determined pursuant to Section 11(d)) on the date of the occurrence of a Section 11(a)(ii) Event (such number of shares being referred to as the “Adjustment Shares”). (iii) In lieu of issuing any shares of Common Stock of the Company in accordance with Section 11(a)(ii) hereof, the Company, acting by or pursuant to a resolution of the Board of Directors of the Company, may, and in the event that the number of shares of Common Stock of the Company which are authorized by the Company’s Articles of Incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii) of this Section 11(a), the Company, acting by or pursuant to a resolution of the Board of Directors of the Company, shall: (A) determine the excess of (X) the Fair Market Value of the Adjustment Shares issuable upon the exercise of a Right (the “Current Value”) over (Y) the Exercise Price attributable to each Right (such excess being referred to as the “Spread”) and (B) with respect to all or a portion of each Right (subject to Section 7(e) hereof), make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Exercise Price, (1) Common Stock of the Company or in the case of the consolidationequity securities, merger or amalgamation if any, of the Company with or into any other than Common Stock of the Company (hereinafter collectively including without limitation shares, or units of shares, of Preferred Stock that the Board of Directors of the Company has determined to have the same value as shares of Common Stock of the Company (such shares of Preferred Stock being referred to herein as “Common Stock Equivalents”)), (2) cash, (3) a reduction in the Exercise Price, (4) Preferred Stock Equivalents which the Board of Directors of the Company has deemed to have the same value as shares of Common Stock of the Company, (5) debt securities of the Company, (6) other assets or securities of the Company or (7) any combination of the foregoing, having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board of Directors of the Company after receiving the advice of a nationally recognized investment banking firm selected by the Board of Directors of the Company; provided, however, that if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) days following the later of (x) the first occurrence of a Section 11(a)(ii) Event and (y) the date on which the Company’s right of redemption pursuant to Section 23(a) expires (the later of (x) and (y) being referred to herein as the “ReorganizationSection 11(a)(ii) Trigger Date”), each Warrant will then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Exercise Price, shares of Common Stock of the Company (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board of Directors of the Company shall determine in good faith that it is likely that sufficient additional shares of Common Stock of the Company could be authorized for issuance upon exercise in full of the Rights, the 30-day period set forth above may be extended to the extent necessary, but not more than ninety (90) days after the Section 11(a)(ii) Trigger Date, in order that the Company may seek shareholder approval for the authorization of such additional shares (such period, as it may be extended, being referred to herein as the “Substitution Period”). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof, that such action shall apply uniformly to all outstanding Rights and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended and a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of the Common Stock of the Company and of the Preferred Stock shall be the Fair Market Value (as determined pursuant to Section 11(d) hereof) per share of the Common Stock of the Company and the Preferred Stock, respectively, on the Section 11(a)(ii) Trigger Date, the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock of the Company on such date and the value of any Preferred Stock Equivalent shall be deemed to have the same value as the Preferred Stock on such date. (b) If the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock entitling them (for a period expiring within forty-five (45) calendar days after such Reorganization confer record date) to subscribe for or purchase Preferred Stock (or securities having the right same or more favorable rights, privileges and preferences as the shares of Preferred Stock (“Preferred Stock Equivalents”)) or securities convertible into Preferred Stock or Preferred Stock Equivalents at a price per share of Preferred Stock or per share of Preferred Stock Equivalents (or having a conversion price per share, if a security convertible into Preferred Stock or Preferred Stock Equivalents) less than the Fair Market Value (as determined pursuant to purchase Section 11(d) hereof) per share of Preferred Stock on such record date, the Exercise Price to be in effect after such record date shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock outstanding on such record date, plus the number of shares of Preferred Stock which the aggregate offering price of the total number of shares of Preferred Stock and/or Preferred Stock Equivalents to be offered (and the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such Fair Market Value and the denominator of which shall be the number of shares of Preferred Stock outstanding on such record date, plus the number of additional shares of Preferred Stock and Preferred Stock Equivalents to be offered for subscription or other purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of a Right be less than the aggregate par value of the shares of stock of the Company issuable upon exercise of a Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be the Fair Market Value thereof determined in accordance with Section 11(d) hereof. Shares of Preferred Stock owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Exercise Price shall be adjusted to be the Exercise Price which would then be in effect if such record date had not been fixed. (c) If the Company shall fix a record date for the making of a distribution to all holders of Preferred Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), of evidences of indebtedness, cash (other than a regular periodic cash dividend out of the earnings or retained earnings of the Company’s resulting from ), assets (other than a dividend payable in Preferred Stock, but including any dividend payable in stock other than Preferred Stock) or convertible securities, subscription rights or warrants (excluding those referred to in Section 11(b)), the Exercise Price to be in effect after such Reorganizationrecord date shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the Fair Market Value (as determined pursuant to Section 11(d) hereof) per one ten-thousandth of a share of Preferred Stock on such record date, less the Fair Market Value (as determined pursuant to Section 11(d) hereof) of the portion of the cash, assets or evidences of indebtedness so to be distributed or of such convertible securities, subscription rights or warrants applicable to one ten-thousandth of a share of Preferred Stock and the denominator of which shall be the Warrant Holder Fair Market Value (as determined pursuant to Section 11(d) hereof) per one ten-thousandth of a share of Preferred Stock; provided, however, that in no event shall the consideration to be paid upon the exercise of a Right be less than the aggregate par value of the shares of stock of the Company issuable upon exercise of a Right. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Exercise Price shall again be adjusted to be the Exercise Price which would have be in effect if such record date had not been entitled fixed. (d) For the purpose of this Agreement, the “Fair Market Value” of any share of Preferred Stock, Common Stock or any other stock or any Right or other security or any other property shall be determined as provided in this Section 11(d). (i) In the case of a publicly-traded stock or other security, the Fair Market Value on any date shall be deemed to upon Reorganization be the average of the daily closing prices per share of such stock or per unit of such other security for the 30 consecutive Trading Days (as such term is hereinafter defined) immediately prior to such date; provided, however, that in the event that the Fair Market Value per share of any share of stock is determined during a period following the announcement by the issuer of such stock of (x) a dividend or distribution on such stock payable in shares of such stock or securities convertible into shares of such stock or (y) any subdivision, combination or reclassification of such stock, and prior to the expiration of the 30 Trading Day period after the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification, then, and in each such case, the Fair Market Value shall be properly adjusted to take into account ex-dividend trading. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Warrant Holder had been securities are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which such security is listed or admitted to trading; or, if not listed or admitted to trading on any national securities exchange, the last quoted price (or, if not so quoted, the average of the last quoted high bid and low asked prices) in the over-the-counter market, as reported by the OTC Bulletin Board, the Pink Sheets or such other system then in use; or, if on any such date no bids for such security are quoted by any such organization, the average of the closing bid and asked prices as furnished by a shareholder professional market maker making a market in such security selected by the Board of Directors of the Company. If on any such date no market maker is making a market in such security, the Fair Market Value of such security on such date shall be determined reasonably and with utmost good faith to the holders of the Rights by the Board of Directors of the Company, provided, however, that if at the time of such Reorganization. In any determination there is an Acquiring Person, the Fair Market Value of such case, if necessary, appropriate adjustments will security on such date shall be made in determined by a nationally recognized investment banking firm selected by the application Board of Directors of the provisions of this Article Four relating to Company, which determination shall be described in a statement filed with the rights Rights Agent and interest thereafter shall be binding on the Rights Agent and the holders of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the WarrantsRights. The subdivision term “Trading Day” shall mean a day on which the principal national securities exchange on which such security is listed or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed admitted to be a Reorganization trading is open for the purposes transaction of this clause 4.8(a)(ii). (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after the record date business or, if no record date such security is fixednot listed or admitted to trading on any national securities exchange, the effective date of the event which results in such adjustmentsa Business Day.

Adjustment of Exercise Price. (a) The Exercise Price and the number of shares Common Shares deliverable upon the exercise of the Warrants will shall be subject to adjustment in the event and in the manner following: (i) 16.1 If and whenever the shares Shares at any time outstanding are shall be subdivided into a greater or consolidated into a lesser number of shares Shares, the Exercise Price will shall be decreased or increased proportionately proportionately, as the case may be; , and upon any such subdivision or consolidation consolidation, the number of shares Shares deliverable upon the exercise of the Warrants will shall be increased or decreased proportionately proportionately, as the case may be. (ii) 16.2 In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other company or of the sale of the assets of the Company (hereinafter collectively referred to as a “Reorganization”)or substantially as an entirety or of any other company, each Warrant will shall, after such Reorganization capital reorganization, reclassification of capital, consolidation, merger, amalgamation or sale, confer the right to purchase the that number of shares or other securities or property of the Company (or of the Company’s company resulting from such Reorganization) capital reorganization, reclassification, consolidation, merger, amalgamation or to which such sale shall be made, as the case may be, to which the Warrant Holder would have been entitled to upon Reorganization if of the Warrant Holder had been a shareholder shares deliverable at the time of such Reorganization. In capital reorganization, reclassification of capital, consolidation, merger, amalgamation or sale had the Warrants been exercised, would have been entitled on such capital reorganization, reclassification, consolidation, merger, amalgamation or sale and in any such case, if necessary, appropriate adjustments will shall be made in the application of the provisions of this Article Four relating set forth in Sections 11 to 18 hereof with respect to the rights and interest thereafter of the Holders of the Warrants so to the end that the provisions of this Article Four will set forth in Sections 11 to 18 hereof shall thereafter correspondingly be made applicable as nearly as reasonably possible may reasonable be expected in relation to any shares or other securities or property thereafter deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares the Shares at any time outstanding into a greater or lesser number of shares Shares (whether with or without par value) will shall not be deemed to be a Reorganization capital reorganization or a reclassification of the capital of the Company for the purposes of this clause 4.8(a)(ii)Section 16.2. (b) 16.3 The adjustments provided for in this Section 4.8 16 pursuant to any Warrants are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustmentscumulative.

Adjustment of Exercise Price. (a) Number and Kind of Shares or Number of Rights. The Exercise Price Price, the number and kind of shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event the Company shall at any time after the date of this Agreement (A) declare a dividend on the Preferred Stock payable in shares deliverable of Preferred Stock, (B) subdivide the outstanding Preferred Stock, (C) combine the outstanding Preferred Stock into a smaller number of shares or (D) issue, change or alter any shares of its capital stock in a reclassification or recapitalization of the Preferred Stock (including any such reclassification or recapitalization in connection with a consolidation or merger in which the Company is the continuing or surviving Person), except as otherwise provided in this Section 11(a) and Section 7(e) hereof, the Exercise Price in effect at the time of the record date for such dividend or the effective time of such subdivision, combination, reclassification or recapitalization, and the number and kind of shares of capital stock issuable on such date or at such time, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock transfer books of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination, reclassification or recapitalization; provided, however, that in no event shall the consideration to be paid upon the exercise of a Right be less than the Warrants will be subject to adjustment in the event and in the manner following: (i) If and whenever aggregate par value of the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares capital stock of the Exercise Price will be decreased or increased proportionately as the case may be; Company issuable upon any such subdivision or consolidation the number of shares deliverable upon the exercise of a Right. If an event occurs which would require an adjustment under both Section 11(a)(i) and Section 11(a) (ii) hereof, the Warrants will adjustment provided for in this Section 11(a)(i) shall be increased or decreased proportionately as the case may bein addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii) hereof. (ii) In case Subject to the provisions of Section 24 hereof, in the event any capital reorganization Person, alone or together with its Affiliates and Associates, shall become an Acquiring Person, then, promptly following any such occurrence (a “Section 11(a)(ii) Event”), proper provision shall be made so that each holder of any reclassification a Right, except as provided in Section 7(e) hereof, shall thereafter have a right to receive, upon exercise thereof at the then current Exercise Price in accordance with the terms of this Agreement, in lieu of a number of one ten-thousandths of a share of Preferred Stock, such number of shares of Common Stock of the capital Company as shall equal the result obtained by (x) multiplying the then current Exercise Price by the then number of one ten-thousandths of a share of Preferred Stock for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event, whether or not such Right was then exercisable, and dividing that product by (y) 50% of the Fair Market Value per share of Common Stock of the Company (determined pursuant to Section 11(d)) on the date of the occurrence of a Section 11(a)(ii) Event (such number of shares being referred to as the “Adjustment Shares”). (iii) In lieu of issuing any shares of Common Stock of the Company in accordance with Section 11(a)(ii) hereof, the Company, acting by or pursuant to a resolution of the Board of Directors of the Company, may, and in the event that the number of shares of Common Stock of the Company which are authorized by the Company’s Certificate of Incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii) of this Section 11(a), the Company, acting by or pursuant to a resolution of the Board of Directors of the Company, shall: (A) determine the excess of (X) the Fair Market Value of the Adjustment Shares issuable upon the exercise of a Right (the “Current Value”) over (Y) the Exercise Price attributable to each Right (such excess being referred to as the “Spread”) and (B) with respect to all or a portion of each Right (subject to Section 7(e) hereof), make adequate provision to substitute for the Adjustment Shares, upon payment of the Exercise Price, (1) Common Stock of the Company or in the case of the consolidationequity securities, merger or amalgamation if any, of the Company with or into any other Company (hereinafter collectively referred to as a “Reorganization”), each Warrant will after such Reorganization confer the right to purchase the number of shares or other securities than Common Stock of the Company (including, without limitation, shares, or units of shares, of Preferred Stock that the Board of Directors of the Company has determined to have the same value as shares of Common Stock of the Company (such shares of Preferred Stock being referred to herein as “Common Stock Equivalents”)), (2) cash, (3) a reduction in the Exercise Price, (4) Preferred Stock Equivalents which the Board of Directors of the Company has deemed to have the same value as shares of Common Stock of the Company’s resulting from such Reorganization, (5) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application debt securities of the provisions of this Article Four relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii). (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustments.Company,

Adjustment of Exercise Price. (a) The Subject to the provisions of this Section 3, the Exercise Price in effect from time to time shall be subject to adjustment as follows: 3.1 If the Company shall at any time after the date hereof (i) declare a dividend on the outstanding Common Stock payable in shares of its Common Stock, (ii) subdivide the outstanding Common Stock, (iii) combine the outstanding Common Stock into a smaller number of shares, or (iv) issue any shares of its Common Stock by reclassification in connection with a consolidation or merger in which the Company is the continuing corporation, then, in each such case, the Exercise Price in effect and the number of Warrant Shares issuable upon exercise hereof at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, shall be proportionately adjusted so that the Holder hereof after such time shall be entitled to receive upon exercise hereof the aggregate number and kind of shares deliverable that such Holder would have owned upon the exercise of this Warrant immediately before such time and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification. 3.2 If the Warrants will Company shall distribute to all holders of Common Stock (including any such distribution made to the shareholders of the Company in connection with a consolidation or merger in which the Company is the continuing corporation) (i) evidences of its indebtedness, cash or assets (other than ordinary cash dividends paid out of the net profits of the Company for its most recent fiscal year), (ii) rights, options or warrants to subscribe for or purchase Common Stock, or (iii) any equity securities of the Company (other than Common Stock), including any securities convertible into or exchangeable for shares of Common Stock, then, in each case, the Exercise Price shall be subject adjusted by multiplying the Exercise Price in effect immediately before the record date for the determination of shareholders entitled to receive such distribution by a fraction, the numerator of which shall be the Current Market Price (as determined pursuant to Section 3.6 hereof) per share of Common Stock on such record date, less the fair market value (as determined in good faith by the board of directors of the Company, whose determination shall be conclusive absent manifest error) of the portion of the evidences of indebtedness or assets so to be distributed, or of such securities, rights, options, or warrants, or the amount of such cash, applicable to one share, and the denominator of which shall be such Current Market Price per share of Common Stock. Such adjustment shall become effective at the close of business on such record date. 3.3 In any case in which this Section 3 shall require that an adjustment in the number of Warrant Shares be made effective as of a record date for a specified event (an "Event"), the Company may elect to defer, until the occurrence of such Event, issuing to the Holder, if the Holder exercised this Warrant after such record date, the shares of Common Stock, if any, issuable upon such exercise over and above the number of Warrant Shares, if any, issuable upon such exercise on the basis of the number of Warrant Shares in effect prior to such adjustment; provided, however, that the Company shall deliver to the Holder a due xxxx or other appropriate instrument evidencing the Holder's right to receive such additional shares upon the occurrence of the Event requiring such adjustment. 3.4 Whenever there shall be an adjustment as provided in this Section 3, the Company shall within 15 days thereafter cause written notice thereof to be sent by registered or certified mail, postage prepaid, to the Holder, at its address as it shall appear in the manner following: (i) If and whenever Warrant Register, which notice shall be accompanied by an officer's certificate setting forth the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares Warrant Shares issuable hereunder and the Exercise Price will thereof after such adjustment and setting forth a brief statement of the facts requiring such adjustment and the computation thereof, which officer's certificate shall be decreased conclusive evidence of the correctness of any such adjustment absent manifest error. 3.5 All calculations under this Section 3 shall be made to the nearest cent or increased proportionately to the nearest one-thousandth of a share, as the case may be. No adjustment in the Exercise Price shall be required if such adjustment is less than $.05; upon provided, however, that any such subdivision or consolidation the number adjustments that by reason of this Section 3.5 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. The Company shall not be required to issue fractions of shares deliverable of Common Stock or other capital stock of the Company upon the exercise of the Warrants will Warrants. If any fraction of a share would be increased or decreased proportionately as the case may be. (ii) In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other Company (hereinafter collectively referred to as a “Reorganization”), each Warrant will after such Reorganization confer the right to purchase the number of shares or other securities of the Company (or of the Company’s resulting from such Reorganization) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application of the provisions of this Article Four relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization issuable on the exercise of Warrants, the Company shall purchase such fraction for an amount in cash equal to the same fraction of the Current Market Price (as hereinafter defined) of such share of Common Stock on the date of exercise of the Warrants. 3.6 The Current Market Price per share of Common Stock as of any date shall be the average of the daily closing prices for the 20 consecutive trading days immediately preceding the date in question. The subdivision closing price for each day shall be the last reported sales price regular way or, in case no such reported sale takes place on such day, the closing bid price regular way, in either case on the principal national securities exchange (including, for purposes hereof, the Nasdaq National Market) on which the Common Stock is listed or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed admitted to be a Reorganization for the purposes of this clause 4.8(a)(ii). (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after the record date trading or, if no record date the Common Stock is fixednot listed or admitted to trading on any national securities exchange, the effective date highest reported bid price of the event which results Common Stock as furnished by the National Association of Securities Dealers, Inc. through Nasdaq, or a similar organization if Nasdaq is no longer reporting such information. If on any such date the Common Stock is not listed or admitted to trading on any national securities exchange and is not quoted by Nasdaq or any similar organization, the fair value of a share of Common Stock on such date, as determined in such adjustmentsgood faith by the board of directors of the Company, whose determination shall be conclusive absent manifest error, shall be used.

Adjustment of Exercise Price. (a) Number and Kind of Shares or Number of Rights. The Exercise Price Price, the number and kind of shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event the Company shall at any time after the date of this Agreement (A) declare a dividend on the Preferred Stock payable in shares deliverable of Preferred Stock, (B) subdivide the outstanding Preferred Stock, (C) combine the outstanding Preferred Stock into a smaller number of shares or (D) issue, change or alter any shares of its capital stock in a reclassification or recapitalization of the Preferred Stock (including any such reclassification or recapitalization in connection with a consolidation or merger in which the Company is the continuing or surviving Person), except as otherwise provided in this Section 11(a) and Section 7(e) hereof, the Exercise Price in effect at the time of the record date for such dividend or the effective time of such subdivision, combination, reclassification or recapitalization, and the number and kind of shares of capital stock issuable on such date or at such time, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock transfer books of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination, reclassification or recapitalization; provided, however, that in no event shall the consideration to be paid upon the exercise of a Right be less than the Warrants will be subject to adjustment in the event and in the manner following: (i) If and whenever aggregate par value of the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares capital stock of the Exercise Price will be decreased or increased proportionately as the case may be; Company issuable upon any such subdivision or consolidation the number of shares deliverable upon the exercise of a Right. If an event occurs which would require an adjustment under both Section 11(a)(i) and Section 11(a)(ii) hereof, the Warrants will adjustment provided for in this Section 11(a)(i) shall be increased or decreased proportionately as the case may bein addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii) hereof. (ii) In case Subject to the provisions of Section 24 hereof, in the event any capital reorganization Person, alone or together with its Affiliates and Associates, shall become an Acquiring Person, then, promptly following any such occurrence (a “Section 11(a)(ii) Event”), proper provision shall be made so that each holder of any reclassification a Right, except as provided in Section 7(e) hereof, shall thereafter have a right to receive, upon exercise thereof at the then current Exercise Price in accordance with the terms of this Agreement, in lieu of a number of one ten-thousandths of a share of Preferred Stock, such number of shares of Common Stock of the capital Company as shall equal the result obtained by (x) multiplying the then current Exercise Price by the then number of one ten-thousandths of a share of Preferred Stock for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event, whether or not such Right was then exercisable, and dividing that product by (y) 50% of the Fair Market Value per share of Common Stock of the Company (determined pursuant to Section 11(d)) on the date of the occurrence of a Section 11(a)(ii) Event (such number of shares being referred to as the “Adjustment Shares”). (iii) In lieu of issuing any shares of Common Stock of the Company in accordance with Section 11(a)(ii) hereof, the Company, acting by or pursuant to a resolution of the Board of Directors of the Company, may, and in the event that the number of shares of Common Stock of the Company which are authorized by the Company’s Certificate of Incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii) of this Section 11(a), the Company, acting by or pursuant to a resolution of the Board of Directors of the Company, shall: (A) determine the excess of (X) the Fair Market Value of the Adjustment Shares issuable upon the exercise of a Right (the “Current Value”) over (Y) the Exercise Price attributable to each Right (such excess being referred to as the “Spread”) and (B) with respect to all or a portion of each Right (subject to Section 7(e) hereof), make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Exercise Price, (1) Common Stock of the Company or in the case of the consolidationequity securities, merger or amalgamation if any, of the Company with or into any other than Common Stock of the Company (hereinafter collectively including without limitation shares, or units of shares, of Preferred Stock that the Board of Directors of the Company has determined to have the same value as shares of Common Stock of the Company (such shares of Preferred Stock being referred to herein as a “ReorganizationCommon Stock Equivalents”)), each Warrant will after such Reorganization confer (2) cash, (3) a reduction in the right Exercise Price, (4) Preferred Stock Equivalents which the Board of Directors of the Company has deemed to purchase have the number same value as shares of shares Common Stock of the Company, (5) debt securities of the Company, (6) other assets or other securities of the Company or (or 7) any combination of the foregoing, having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board of Directors of the Company after receiving the advice of a nationally recognized investment banking firm selected by the Board of Directors of the Company’s resulting from such Reorganization; provided, however, that if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) days following the later of (x) the first occurrence of a Section 11(a)(ii) Event and (y) the date on which the Warrant Holder would have been entitled Company’s right of redemption pursuant to Section 23(a) expires (the later of (x) and (y) being referred to herein as the “Section 11(a)(ii) Trigger Date”), then the Company shall be obligated to deliver, upon Reorganization if the Warrant Holder had been surrender for exercise of a shareholder at Right and without requiring payment of the time Exercise Price, shares of such Reorganization. In any such caseCommon Stock of the Company (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board of Directors of the Company shall determine in good faith that it is likely that sufficient additional shares of Common Stock of the Company could be authorized for issuance upon exercise in full of the Rights, the 30-day period set forth above may be extended to the extent necessary, but not more than ninety (90) days after the Section 11(a)(ii) Trigger Date, in order that the Company may seek stockholder approval for the authorization of such additional shares (such period, as it may be extended, being referred to herein as the “Substitution Period”). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof, that such action shall apply uniformly to all outstanding Rights and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate adjustments will form of distribution to be made in pursuant to such first sentence and to determine the application value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the provisions Rights has been temporarily suspended and a public announcement at such time as the suspension is no longer in effect. For purposes of this Article Four relating to Section 11(a)(iii), the rights and interest thereafter value of the Holders Common Stock of the Warrants so that Company and of the provisions Preferred Stock shall be the Fair Market Value (as determined pursuant to Section 11(d) hereof) per share of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization Common Stock of the Company and the Preferred Stock, respectively, on the exercise Section 11(a)(ii) Trigger Date, the value of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not Common Stock Equivalent shall be deemed to have the same value as the Common Stock of the Company on such date and the value of any Preferred Stock Equivalent shall be a Reorganization for deemed to have the purposes of this clause 4.8(a)(ii)same value as the Preferred Stock on such date. (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after If the Company shall fix a record date orfor the issuance of rights, options or warrants to all holders of Preferred Stock entitling them (for a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase Preferred Stock (or securities having the same or more favorable rights, privileges and preferences as the shares of Preferred Stock (“Preferred Stock Equivalents”)) or securities convertible into Preferred Stock or Preferred Stock Equivalents at a price per share of Preferred Stock or per share of Preferred Stock Equivalents (or having a conversion price per share, if a security convertible into Preferred Stock or Preferred Stock Equivalents) less than the Fair Market Value (as determined pursuant to Section 11(d) hereof) per share of Preferred Stock on such record date, the Exercise Price to be in effect after such record date shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock outstanding on such record date, plus the number of shares of Preferred Stock which the aggregate offering price of the total number of shares of Preferred Stock and/or Preferred Stock Equivalents to be offered (and the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such Fair Market Value and the denominator of which shall be the number of shares of Preferred Stock outstanding on such record date, plus the number of additional shares of Preferred Stock and Preferred Stock Equivalents to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of a Right be less than the aggregate par value of the shares of stock of the Company issuable upon exercise of a Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be the Fair Market Value thereof determined in accordance with Section 11(d) hereof. Shares of Preferred Stock owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the effective Exercise Price shall be adjusted to be the Exercise Price which would then be in effect if such record date had not been fixed. (c) If the Company shall fix a record date for the making of a distribution to all holders of Preferred Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), of evidences of indebtedness, cash (other than a regular periodic cash dividend out of the earnings or retained earnings of the Company), assets (other than a dividend payable in Preferred Stock, but including any dividend payable in stock other than Preferred Stock) or convertible securities, subscription rights or warrants (excluding those referred to in Section 11(b)), the Exercise Price to be in effect after such record date shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the Fair Market Value (as determined pursuant to Section 11(d) hereof) per one ten-thousandth of a share of Preferred Stock on such record date, less the Fair Market Value (as determined pursuant to Section 11(d) hereof) of the portion of the cash, assets or evidences of indebtedness so to be distributed or of such convertible securities, subscription rights or warrants applicable to one ten-thousandth of a share of Preferred Stock and the denominator of which shall be the Fair Market Value (as determined pursuant to Section 11(d) hereof) per one ten-thousandth of a share of Preferred Stock; provided, however, that in no event shall the consideration to be paid upon the exercise of a Right be less than the aggregate par value of the shares of stock of the Company issuable upon exercise of a Right. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Exercise Price shall again be adjusted to be the Exercise Price which results would be in effect if such adjustmentsrecord date had not been fixed. (d) For the purpose of this Agreement, the “Fair Market Value” of any share of Preferred Stock, Common Stock or any other stock or any Right or other security or any other property shall be determined as provided in this Section 11(d). (i) In the case of a publicly-traded stock or other security, the Fair Market Value on any date shall be deemed to be the average of the daily closing prices per share of such stock or per unit of such other security for the 30 consecutive Trading Days (as such term is hereinafter defined) immediately prior to such date; provided, however, that in the event that the Fair Market Value per share of any share of stock is determined during a period following the announcement by the issuer of such stock of (x) a dividend or distribution on such stock payable in shares of such stock or securities convertible into shares of such stock or (y) any subdivision, combination or reclassification of such stock, and prior to the expiration of the 30 Trading Day period

Adjustment of Exercise Price. (a) NUMBER AND KIND OF SHARES AND NUMBER OF RIGHTS. The Exercise Price Price, the number and kind of shares of capital stock for which each Right is exercisable and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event that the Company shall at any time after the date of this Agreement (A) declare a dividend on the Preferred Shares payable in Preferred Shares, (B) subdivide the outstanding Preferred Shares into a greater number of Preferred Shares, (C) combine or consolidate the outstanding Preferred Shares into a smaller number of Preferred Shares or (D) issue any shares deliverable of capital stock of any class in a reclassification of the Preferred Shares (including any such reclassification in connection with a combination or merger in which the Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a) and in Section 7(d), the Exercise Price in effect at the Close of Business on the record date for such dividend or at the effective time of such subdivision, combination, consolidation or reclassification, and the number and kind of shares of capital stock issuable upon exercise of the Rights at such date or time, shall be proportionately adjusted so that the registered holder of each Right exercised after such date or time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date or time and at a time when the registry books of the transfer agent for the Preferred Shares were open, such registered holder would have been entitled to receive by reason of such dividend, subdivision, combination, consolidation or reclassification; provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the Warrants will be subject to aggregate par value of the shares of capital stock of the Company issuable upon the exercise thereof. If an event shall occur which would require an adjustment in the event and in the manner following: under both this paragraph (i) If and whenever paragraph (ii) of this subsection (a), the shares at adjustment provided for in this paragraph (i) shall be in addition to, and shall be made prior to, any time outstanding are subdivided into a greater or consolidated into a lesser number of shares the Exercise Price will be decreased or increased proportionately as the case may be; upon any adjustment required pursuant to such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may beparagraph (ii). (ii) In case Subject to Section 24, in the event that any Person, either alone or together with its Affiliates and Associates, shall become an Acquiring Person, proper provision shall be made so that the registered holder of any capital reorganization or each Right, except as otherwise provided in Section 7(d), shall thereafter have the right to receive, upon exercise thereof and payment of any reclassification an amount equal to the then current Exercise Price, in accordance with this Agreement, in lieu of Preferred Shares, the number of shares of Common Stock determined by multiplying the then current Exercise Line by the number of one one-hundredth of a Preferred Share for which a Right was exercisable immediately prior to a first occurrence Section 11(a)(ii) Event and (y) of a dividing such product by 50% of the capital Fair Market Value (determined as provided in subsection (d) of this Section 11) of one share of Common Stock on the date of such occurrence (such number of shares, the "Adjustment Shares"). (iii) In the event that there shall not be sufficient treasury shares or authorized but unissued (and unreserved) Common Shares to permit the exercise in full of the Company Rights in accordance with the foregoing subparagraph (ii) and the Rights become so exercisable (and the Board has determined to make the Rights exercisable into fractions of a Preferred Share), notwithstanding any other provision of this Agreement, to the extent necessary and permitted by applicable law, each Right shall thereafter represent the right to receive, upon exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, (x) a number of (or fractions of) Common Shares (up to the maximum number of Common Shares which may permissibly be issued) and (y) one one-hundredth of a Preferred Share or a number of, or fractions of other equity securities of the Corporation (or, in the case discretion of the consolidationBoard of Directors, merger or amalgamation debt) which the Board of Directors of the Company with Corporation has determined to have the same aggregate current market value (determined pursuant to Section 11(d)(i) and (ii) hereof, to the extent applicable,) as one Common Share (such number of, or into any fractions of, Preferred Shares, debt, or other Company (hereinafter collectively equity securities or debt of the Corporation) being referred to as a “Reorganization”"capital stock equivalent"), equal in the aggregate to the number of Adjustment Shares; provided, however, if sufficient Common Shares and/or capital stock equivalents are unavailable, then the Company shall, to the extent permitted by applicable law, take all such action as may be necessary to authorize additional Common Shares or capital stock equivalents for issuance upon exercise of the Rights, including the calling of a meeting of stockholders; and provided, further, that if the Company is unable to cause sufficient Common Shares and/or capital stock equivalents to be available for issuance upon exercise in full of the Rights, then each Warrant will after such Reorganization confer Right shall thereafter represent the right to purchase receive the Adjusted Number of Shares upon exercise at the Adjusted Purchase Price (as such terms are hereinafter defined). As used herein, the term "Adjusted Number of Shares" shall be equal to that number of (or fractions of) Common Shares (and/or capital stock equivalents) equal to the product of (x) the number of shares or other securities Adjustment Shares and (y) a fraction, the numerator of which is the Company number of Common Shares (or of the Company’s resulting from such Reorganizationand/or capital stock equivalents) which the Warrant Holder would have been entitled to available for issuance upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application of the provisions of this Article Four relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the WarrantsRights and the denominator of which is the aggregate number of Adjustment Shares otherwise issuable upon exercise in full of all Rights, assuming there were a sufficient number of Common Shares available (such fraction being referred to as the "Proration Factor"). The subdivision or consolidation "Adjusted Purchase Price" shall mean the product of shares at any time outstanding into a greater or lesser number the Purchase Price and the Proration Factor. The Board of shares (whether with or without par value) will Directors may, but shall not be deemed required to, establish procedures to be a Reorganization for allocate the purposes of this clause 4.8(a)(ii). (b) The adjustments provided for in this Section 4.8 are cumulative right to receive Common Shares and will become effective immediately after the record date or, if no record date is fixed, the effective date capital stock equivalents upon exercise of the event which results in such adjustmentsRights among holders of Rights.

Adjustment of Exercise Price. (ai) The Exercise Price and the number of shares deliverable upon the exercise of the Warrants will be subject to adjustment in the event and in the manner following: (i) If A. if and whenever the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares the Exercise Price will be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be.; (ii) In B. in case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other Company (hereinafter collectively referred to as a “Reorganization”), each Warrant will after such Reorganization confer the right to purchase the number of shares or other securities of the Company (or of the Company’s resulting from such Reorganization) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application of the provisions of this Article Four Section 4(h) relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four Section 4(h) will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii)clause. (bii) The adjustments provided for in this Section 4.8 4(h) are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustments.

Adjustment of Exercise Price. (a) Number and Kind of Shares or Number of Rights. The Exercise Price Price, the number and kind of shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event the Company shall at any time after the date of this Agreement (A) declare a dividend on the Preferred Stock payable in shares deliverable of Preferred Stock, (B) subdivide the outstanding Preferred Stock, (C) combine the outstanding Preferred Stock into a smaller number of shares or (D) issue, change or alter any shares of its capital stock in a reclassification or recapitalization of the Preferred Stock (including any such reclassification or recapitalization in connection with a consolidation or merger in which the Company is the continuing or surviving Person), except as otherwise provided in this Section 11(a) and Section 7(e) hereof, the Exercise Price in effect at the time of the record date for such dividend or the effective time of such subdivision, combination, reclassification or recapitalization, and the number and kind of shares of capital stock issuable on such date or at such time, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock transfer books of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination, reclassification or recapitalization; provided, however, that in no event shall the consideration to be paid upon the exercise of a Right be less than the Warrants will be subject to adjustment in the event and in the manner following: (i) If and whenever aggregate par value of the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares capital stock of the Exercise Price will be decreased or increased proportionately as the case may be; Company issuable upon any such subdivision or consolidation the number of shares deliverable upon the exercise of a Right. If an event occurs which would require an adjustment under both Section 11(a)(i) and Section 11(a)(ii) hereof, the Warrants will adjustment provided for in this Section 11(a)(i) shall be increased or decreased proportionately as the case may bein addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii) hereof. (ii) In case Subject to the provisions of Section 24 hereof, in the event any capital reorganization Person, alone or together with its Affiliates and Associates, shall become an Acquiring Person, then, promptly following any such occurrence (a “Section 11(a)(ii) Event”), proper provision shall be made so that each holder of any reclassification a Right, except as provided in Section 7(e) hereof, shall thereafter have a right to receive, upon exercise thereof at the then current Exercise Price in accordance with the terms of this Agreement, in lieu of a number of one ten-thousandths of a share of Preferred Stock, such number of shares of Common Stock of the capital Company as shall equal the result obtained by (x) multiplying the then current Exercise Price by the then number of one ten-thousandths of a share of Preferred Stock for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event, whether or not such Right was then exercisable, and dividing that product by (y) 50% of the Fair Market Value per share of Common Stock of the Company (determined pursuant to Section 11(d)) on the date of the occurrence of a Section 11(a)(ii) Event (such number of shares being referred to as the “Adjustment Shares”). (iii) In lieu of issuing any shares of Common Stock of the Company in accordance with Section 11(a)(ii) hereof, the Company, acting by or pursuant to a resolution of the Board, may, and in the event that the number of shares of Common Stock of the Company which are authorized by the Company’s Certificate of Incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii) of this Section 11(a), the Company, acting by or pursuant to a resolution of the Board, shall: (A) determine the excess of (X) the Fair Market Value of the Adjustment Shares issuable upon the exercise of a Right (the “Current Value”) over (Y) the Exercise Price attributable to each Right (such excess being referred to as the “Spread”) and (B) with respect to all or a portion of each Right (subject to Section 7(e) hereof), make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Exercise Price, (1) Common Stock of the Company or in the case of the consolidationequity securities, merger or amalgamation if any, of the Company with or into any other than Common Stock of the Company (hereinafter collectively including without limitation shares, or units of shares, of Preferred Stock that the Board has determined to have the same value as shares of Common Stock of the Company (such shares of Preferred Stock being referred to herein as “Common Stock Equivalents”)), (2) cash, (3) a reduction in the Exercise Price, (4) Preferred Stock Equivalents which the Board has deemed to have the same value as shares of Common Stock of the Company, (5) debt securities of the Company, (6) other assets or securities of the Company or (7) any combination of the foregoing, having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board after receiving the advice of a nationally recognized investment banking firm selected by the Board; provided, however, that if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) days following the later of (x) the first occurrence of a Section 11(a)(ii) Event and (y) the date on which the Company’s right of redemption pursuant to Section 23(a) expires (the later of (x) and (y) being referred to herein as the “ReorganizationSection 11(a)(ii) Trigger Date”), each Warrant will then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Exercise Price, shares of Common Stock of the Company (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board shall determine in good faith that it is likely that sufficient additional shares of Common Stock of the Company could be authorized for issuance upon exercise in full of the Rights, the 30-day period set forth above may be extended to the extent necessary, but not more than ninety (90) days after the Section 11(a)(ii) Trigger Date, in order that the Company may seek stockholder approval for the authorization of such additional shares (such period, as it may be extended, being referred to herein as the “Substitution Period”). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof, that such action shall apply uniformly to all outstanding Rights and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended and a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of the Common Stock of the Company and of the Preferred Stock shall be the Fair Market Value (as determined pursuant to Section 11(d) hereof) per share of the Common Stock of the Company and the Preferred Stock, respectively, on the Section 11(a)(ii) Trigger Date, the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock of the Company on such date and the value of any Preferred Stock Equivalent shall be deemed to have the same value as the Preferred Stock on such date. (b) If the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock entitling them (for a period expiring within forty-five (45) calendar days after such Reorganization confer record date) to subscribe for or purchase Preferred Stock (or securities having the right same or more favorable rights, privileges and preferences as the shares of Preferred Stock (“Preferred Stock Equivalents”)) or securities convertible into Preferred Stock or Preferred Stock Equivalents at a price per share of Preferred Stock or per share of Preferred Stock Equivalents (or having a conversion price per share, if a security convertible into Preferred Stock or Preferred Stock Equivalents) less than the Fair Market Value (as determined pursuant to purchase Section 11(d) hereof) per share of Preferred Stock on such record date, the Exercise Price to be in effect after such record date shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock outstanding on such record date, plus the number of shares of Preferred Stock which the aggregate offering price of the total number of shares of Preferred Stock and/or Preferred Stock Equivalents to be offered (and the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such Fair Market Value and the denominator of which shall be the number of shares of Preferred Stock outstanding on such record date, plus the number of additional shares of Preferred Stock and Preferred Stock Equivalents to be offered for subscription or other purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of a Right be less than the aggregate par value of the shares of stock of the Company issuable upon exercise of a Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be the Fair Market Value thereof determined in accordance with Section 11(d) hereof. Shares of Preferred Stock owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Exercise Price shall be adjusted to be the Exercise Price which would then be in effect if such record date had not been fixed. (c) If the Company shall fix a record date for the making of a distribution to all holders of Preferred Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), of evidences of indebtedness, cash (other than a regular periodic cash dividend out of the earnings or retained earnings of the Company’s resulting from ), assets (other than a dividend payable in Preferred Stock, but including any dividend payable in stock other than Preferred Stock) or convertible securities, subscription rights or warrants (excluding those referred to in Section 11(b)), the Exercise Price to be in effect after such Reorganizationrecord date shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the Fair Market Value (as determined pursuant to Section 11(d) hereof) per one ten-thousandth of a share of Preferred Stock on such record date, less the Fair Market Value (as determined pursuant to Section 11(d) hereof) of the portion of the cash, assets or evidences of indebtedness so to be distributed or of such convertible securities, subscription rights or warrants applicable to one ten-thousandth of a share of Preferred Stock and the denominator of which shall be the Warrant Holder Fair Market Value (as determined pursuant to Section 11(d) hereof) per one ten-thousandth of a share of Preferred Stock; provided, however, that in no event shall the consideration to be paid upon the exercise of a Right be less than the aggregate par value of the shares of stock of the Company issuable upon exercise of a Right. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Exercise Price shall again be adjusted to be the Exercise Price which would have be in effect if such record date had not been entitled fixed. (d) For the purpose of this Agreement, the “Fair Market Value” of any share of Preferred Stock, Common Stock or any other stock or any Right or other security or any other property shall be determined as provided in this Section 11(d). (i) In the case of a publicly-traded stock or other security, the Fair Market Value on any date shall be deemed to upon Reorganization be the average of the daily closing prices per share of such stock or per unit of such other security for the 30 consecutive Trading Days (as such term is hereinafter defined) immediately prior to such date; provided, however, that in the event that the Fair Market Value per share of any share of stock is determined during a period following the announcement by the issuer of such stock of (x) a dividend or distribution on such stock payable in shares of such stock or securities convertible into shares of such stock or (y) any subdivision, combination or reclassification of such stock, and prior to the expiration of the 30 Trading Day period after the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification, then, and in each such case, the Fair Market Value shall be properly adjusted to take into account ex-dividend trading. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Warrant Holder had been securities are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which such security is listed or admitted to trading; or, if not listed or admitted to trading on any national securities exchange, the last quoted price (or, if not so quoted, the average of the last quoted high bid and low asked prices) in the over-the-counter market, as reported by the OTC Bulletin Board, the Pink Sheets or such other system then in use; or, if on any such date no bids for such security are quoted by any such organization, the average of the closing bid and asked prices as furnished by a shareholder professional market maker making a market in such security selected by the Board. If on any such date no market maker is making a market in such security, the Fair Market Value of such security on such date shall be determined reasonably and with utmost good faith to the holders of the Rights by the Board, provided, however, that if at the time of such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application of the provisions of this Article Four relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii). (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after the record date or, if no record date determination there is fixedan Acquiring Person, the effective Fair Market Value of such security on such date of the event which results in such adjustments.shall be

Adjustment of Exercise Price. (a) Number and Kind of Shares or Number of Rights. The Exercise Price Price, the number and kind of shares covered by each Right and the number of shares deliverable upon the exercise of the Warrants will be Rights outstanding are subject to adjustment from time to time as provided in the event and in the manner following:this Section 11. (i) If and whenever In the shares event the Company shall at any time after the date of this Agreement (A) declare a dividend on the Preferred Stock payable in shares of Preferred Stock, (B) subdivide the outstanding are subdivided Preferred Stock, (C) combine the outstanding Preferred Stock into a greater or consolidated into a lesser smaller number of shares or (D) issue, change or alter any shares of its capital stock in a reclassification or recapitalization of the Preferred Stock (including any such reclassification or recapitalization in connection with a consolidation or merger in which the Company is the continuing or surviving Person), except as otherwise provided in this Section 11(a) and Section 7(e) hereof, the Exercise Price will be decreased in effect at the time of the record date for such dividend or increased proportionately as the case may be; upon any effective time of such subdivision subdivision, combination, reclassification or consolidation recapitalization, and the number and kind of shares deliverable upon of capital stock issuable on such date or at such time, shall be proportionately adjusted so that the exercise holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock transfer books of the Warrants will Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination, reclassification or recapitalization. If an event occurs which would require an adjustment under both Section 11(a)(i) and Section 11(a)(ii) hereof, the adjustment provided for in this Section 11(a)(i) shall be increased or decreased proportionately as the case may bein addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii) hereof. (ii) In case Subject to the provisions of Section 24 hereof, in the event any capital reorganization Person, alone or together with its Affiliates and Associates, shall become an Acquiring Person, then, promptly following any such occurrence (a “Section 11(a)(ii) Event”), proper provision shall be made so that each holder of any reclassification a Right, except as provided in Section 7(e) hereof, shall thereafter have a right to receive, upon exercise thereof at the then current Exercise Price in accordance with the terms of this Agreement, in lieu of a number of one ten-thousandths of a share of Preferred Stock, such number of shares of Common Stock of the capital Company as shall equal the result obtained by (x) multiplying the then current Exercise Price by the then number of one ten-thousandths of a share of Preferred Stock for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event, whether or not such Right was then exercisable, and dividing that product by (y) 50% of the Fair Market Value per share of Common Stock of the Company (determined pursuant to Section 11(d)) on the date of the occurrence of a Section 11(a)(ii) Event (such number of shares being referred to as the “Adjustment Shares”). (iii) In lieu of issuing any shares of Common Stock of the Company in accordance with Section 11(a)(ii) hereof, the Company, acting by or pursuant to a resolution of the Board of Directors of the Company, may, and in the event that the number of shares of Common Stock of the Company which are authorized by the Company’s Articles of Incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii) of this Section 11(a), the Company, acting by or pursuant to a resolution of the Board of Directors of the Company, shall: (A) determine the excess of (X) the Fair Market Value of the Adjustment Shares issuable upon the exercise of a Right (the “Current Value”) over (Y) the Exercise Price attributable to each Right (such excess being referred to as the “Spread”) and (B) with respect to all or a portion of each Right (subject to Section 7(e) hereof), make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Exercise Price, (1) Common Stock of the Company or in the case of the consolidationequity securities, merger or amalgamation if any, of the Company with or into any other than Common Stock of the Company (hereinafter collectively including without limitation shares, or units of shares, of Preferred Stock that the Board of Directors of the Company has determined to have the same value as shares of Common Stock of the Company (such shares of Preferred Stock being referred to herein as “Common Stock Equivalents”)), (2) cash, (3) a reduction in the Exercise Price, (4) Preferred Stock Equivalents which the Board of Directors of the Company has deemed to have the same value as shares of Common Stock of the Company, (5) debt securities of the Company, (6) other assets or securities of the Company or (7) any combination of the foregoing, having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board of Directors of the Company after receiving the advice of a nationally recognized investment banking firm selected by the Board of Directors of the Company; provided, however, that if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) days following the later of (x) the first occurrence of a Section 11(a)(ii) Event and (y) the date on which the Company’s right of redemption pursuant to Section 23(a) expires (the later of (x) and (y) being referred to herein as the “ReorganizationSection 11(a)(ii) Trigger Date”), each Warrant will then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Exercise Price, shares of Common Stock of the Company (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board of Directors of the Company shall determine in good faith that it is likely that sufficient additional shares of Common Stock of the Company could be authorized for issuance upon exercise in full of the Rights, the 30-day period set forth above may be extended to the extent necessary, but not more than ninety (90) days after the Section 11(a)(ii) Trigger Date, in order that the Company may seek shareholder approval for the authorization of such additional shares (such period, as it may be extended, being referred to herein as the “Substitution Period”). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof, that such action shall apply uniformly to all outstanding Rights and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended and a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of the Common Stock of the Company and of the Preferred Stock shall be the Fair Market Value (as determined pursuant to Section 11(d) hereof) per share of the Common Stock of the Company and the Preferred Stock, respectively, on the Section 11(a)(ii) Trigger Date, the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock of the Company on such date and the value of any Preferred Stock Equivalent shall be deemed to have the same value as the Preferred Stock on such date. (b) If the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock entitling them (for a period expiring within forty-five (45) calendar days after such Reorganization confer record date) to subscribe for or purchase Preferred Stock (or securities having the right same or more favorable rights, privileges and preferences as the shares of Preferred Stock (“Preferred Stock Equivalents”)) or securities convertible into Preferred Stock or Preferred Stock Equivalents at a price per share of Preferred Stock or per share of Preferred Stock Equivalents (or having a conversion price per share, if a security convertible into Preferred Stock or Preferred Stock Equivalents) less than the Fair Market Value (as determined pursuant to purchase Section 11(d) hereof) per share of Preferred Stock on such record date, the Exercise Price to be in effect after such record date shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock outstanding on such record date, plus the number of shares of Preferred Stock which the aggregate offering price of the total number of shares of Preferred Stock and/or Preferred Stock Equivalents to be offered (and the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such Fair Market Value and the denominator of which shall be the number of shares of Preferred Stock outstanding on such record date, plus the number of additional shares of Preferred Stock and Preferred Stock Equivalents to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible). In case such subscription price may be paid in a consideration part or all of which shall be in a form other securities than cash, the value of such consideration shall be the Fair Market Value thereof determined in accordance with Section 11(d) hereof. Shares of Preferred Stock owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Exercise Price shall be adjusted to be the Exercise Price which would then be in effect if such record date had not been fixed. (c) If the Company shall fix a record date for the making of a distribution to all holders of Preferred Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), of evidences of indebtedness, cash (other than a regular periodic cash dividend out of funds legally available therefor), assets (other than a dividend payable in Preferred Stock, but including any dividend payable in stock other than Preferred Stock) or convertible securities, subscription rights or warrants (excluding those referred to in Section 11(b)), the Exercise Price to be in effect after such record date shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the Fair Market Value (as determined pursuant to Section 11(d) hereof) per one ten-thousandth of a share of Preferred Stock on such record date, less the Fair Market Value (as determined pursuant to Section 11(d) hereof) of the portion of the cash, assets or evidences of indebtedness so to be distributed or of such convertible securities, subscription rights or warrants applicable to one ten-thousandth of a share of Preferred Stock and the denominator of which shall be the Fair Market Value (as determined pursuant to Section 11(d) hereof) per one ten-thousandth of a share of Preferred Stock. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Exercise Price shall again be adjusted to be the Exercise Price which would be in effect if such record date had not been fixed. (d) For the purpose of this Agreement, the “Fair Market Value” of any share of Preferred Stock, Common Stock or any other stock or any Right or other security or any other property shall be determined as provided in this Section 11(d). (i) In the case of a publicly-traded stock or other security, the Fair Market Value on any date shall be deemed to be the average of the daily closing prices per share of such stock or per unit of such other security for the 30 consecutive Trading Days (as such term is hereinafter defined) immediately prior to such date; provided, however, that in the event that the Fair Market Value per share of any share of stock is determined during a period following the announcement by the issuer of such stock of (x) a dividend or distribution on such stock payable in shares of such stock or securities convertible into shares of such stock or (y) any subdivision, combination or reclassification of such stock, and prior to the expiration of the 30 Trading Day period after the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification, then, and in each such case, the Fair Market Value shall be properly adjusted to take into account ex-dividend trading. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the NASDAQ Stock Market or, if the securities are not listed or admitted to trading on the NASDAQ Stock Market, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which such security is listed or admitted to trading; or, if not listed or admitted to trading on any national securities exchange, the last quoted price (or, if not so quoted, the average of the last quoted high bid and low asked prices) in the over-the-counter market, as reported by the OTC Bulletin Board, the Pink Sheets or such other system then in use; or, if on any such date no bids for such security are quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in such security selected by the Board of Directors of the Company’s resulting from . If on any such Reorganization) which date no market maker is making a market in such security, the Warrant Holder would have been entitled Fair Market Value of such security on such date shall be determined reasonably and with utmost good faith to upon Reorganization the holders of the Rights by the Board of Directors of the Company, provided, however, that if the Warrant Holder had been a shareholder at the time of such Reorganization. In any determination there is an Acquiring Person, the Fair Market Value of such case, if necessary, appropriate adjustments will security on such date shall be made in determined by a nationally recognized investment banking firm selected by the application Board of Directors of the provisions of this Article Four relating to Company, which determination shall be described in a statement filed with the rights Rights Agent and interest thereafter shall be binding on the Rights Agent and the holders of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the WarrantsRights. The subdivision term “Trading Day” shall mean a day on which the principal national securities exchange on which such security is listed or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed admitted to be a Reorganization trading is open for the purposes transaction of this clause 4.8(a)(ii). (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after the record date business or, if no record date such security is fixednot listed or admitted to trading on any national securities exchange, the effective date of the event which results in such adjustmentsa Business Day.

Adjustment of Exercise Price. Subject to the requirements of the Canadian Securities Exchange (a) The or such other exchange on which the Exercise Shares are then listed), the Exercise Price and the number of shares deliverable upon the exercise of the Warrants will Exercise Shares shall be subject to adjustment in the event and in the manner followingfrom time to time as follows: (i) 3.1 If and whenever the shares at any time prior to the end of the Exercise Period the outstanding are subdivided Stock shall be subdivided, redivided or changed into a greater or consolidated into a lesser number of Stock or reclassified into different shares of capital stock of the Exercise Price will Company (a “Reclassification”), or the Company shall issue additional Stock (or securities convertible into additional Stock or different shares of capital stock of the Company) to the holders of all or substantially all of its outstanding Stock by way of a stock dividend or otherwise (other than an issue of additional Stock to holders of Stock who have elected to receive dividends in the form of Stock in lieu of receiving cash dividends paid in the ordinary course) (a “Stock Dividend”), Holder shall be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation the number of shares deliverable entitled to receive and shall accept, upon the exercise of such right and payment of the Warrants will aggregate Exercise Price at any time on the effective date of such Reclassification or Stock Dividend or thereafter, in lieu of the number of Stock to which he was theretofore entitled upon exercise, the aggregate number of Stock, different shares of capital stock of the Company and/or securities convertible into Stock or different shares of capital stock of the Company that Holder would have held immediately following such Reclassification or Stock Dividend had he been the registered holder of the number of Stock to which he was theretofore entitled upon exercise of this Warrant as of the applicable record date or effective date for such action. 3.2 If and whenever at any time prior to the end of the Exercise Period the Company shall issue rights, options or warrants to all or substantially all the holders of its outstanding Stock entitling them to subscribe for or purchase additional Stock, different shares of capital stock of the Company or securities convertible into Stock or different shares of capital stock of the Company, and if such issuance has or is reasonably likely to have a material adverse effect on rights of Holder hereunder, then the Exercise Price shall be increased adjusted appropriately as determined by the directors of the Company, acting reasonably. If all such rights, options or decreased proportionately warrants are not exercised prior to the expiration thereof, the Exercise Price shall be readjusted based upon the number of additional Stock, different shares of capital stock of the Company or securities convertible into Stock or different shares of capital stock of the Company actually issued upon the exercise of such rights, options or warrants, as the case may be. (ii) In case of any capital reorganization or of any reclassification 3.3 No adjustments of the capital of Exercise Price shall be made pursuant to Section 3.1 or Section 3.2 if the Company Holder is permitted to participate in such Reclassification or Stock Dividend or in the case of the consolidation, merger or amalgamation of the Company with or into any other Company (hereinafter collectively referred to as a “Reorganization”), each Warrant will after such Reorganization confer the right to purchase the number of shares or other securities of the Company (or of the Company’s resulting from such Reorganization) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time issue of such Reorganization. In any such caseoptions, if necessaryrights or warrants, appropriate adjustments will be made in as the application of the provisions of this Article Four relating case may be, as though and to the same effect as if it had exercised this Warrant into Exercise Shares prior to the applicable record date or effective date for such Reclassification or Stock Dividend or the issue of such options, rights and interest thereafter of or warrants, as the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii)case may be. (b) 3.4 The adjustments provided for in this Section 4.8 3 are cumulative and shall be computed to the nearest one-tenth of one cent and will become effective immediately after be made successively whenever an event referred to therein occurs. Notwithstanding the record date orforegoing, if no record date is fixed, the effective date adjustment of the event Exercise Price shall be made in any case in which results the resulting increase or decrease in the Exercise Price would be less than one percent of the then prevailing Exercise Price. Any adjustment that would otherwise have been required to be made, but for the minimum percentage threshold, shall be carried forward and made at the time of and together with the next subsequent adjustment to the Exercise Price which, together with any and all such adjustmentsadjustments so carried forward, shall result in an increase or decrease in the Exercise Price by not less than one percent.

Adjustment of Exercise Price. (a) The Exercise Price and the number of shares Warrant Shares deliverable upon the exercise of the Warrants will be subject to adjustment in the event of and in the manner following: (i) If if and whenever the shares Shares at any time outstanding are subdivided into a greater greater, or consolidated into a lesser lesser, number of shares Shares, the Exercise Price will be decreased or increased proportionately as the case may be; upon . Upon any such subdivision or consolidation consolidation, the number of shares Warrant Shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be.; and (ii) In in the case of any capital reorganization or of any reclassification of the capital of the Company Issuer, or in the case of the consolidation, merger or amalgamation amalgamation, or similar transaction of the Company Issuer with or into any other Company company (hereinafter collectively referred to as in any case, a “Reorganization”), each Warrant will will, after such Reorganization Reorganization, be deemed to confer the right to purchase the number of shares Warrant Shares or other securities of the Company Issuer (or of the Company’s company resulting from such Reorganization) which the Warrant Holder would have been entitled to upon the Reorganization if the Warrant Holder had been a shareholder of the Issuer at the time of such Reorganization. . (b) In the case of any such case, if necessaryReorganization, appropriate adjustments will be made in the application of the provisions of this Article Four Section 4.6 relating to the rights and interest thereafter of the Holders of the Warrants Holder so that the provisions of this Article Four Section 4.6 will be made applicable as nearly as reasonably possible to any shares Warrant Shares or other securities deliverable after the Reorganization on the exercise of the Warrants. . (c) The subdivision or consolidation of shares Shares at any time outstanding into a greater or lesser number of shares Shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii)Section 4.6. (bd) The adjustments provided for in this Section 4.8 4.6 are cumulative and will become effective immediately after the applicable record date or, if no record date is fixed, the effective date of the event which results in such adjustments.

Adjustment of Exercise Price. (a) Number and Kind of Shares or Number of Rights. The Exercise Price Price, the number and kind of shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event the Company shall at any time after the date of this Agreement (A) declare a dividend on the Preferred Stock payable in shares deliverable of Preferred Stock, (B) subdivide the outstanding Preferred Stock, (C) combine the outstanding Preferred Stock into a smaller number of shares or (D) issue, change or alter any shares of its capital stock in a reclassification or recapitalization of the Preferred Stock (including any such reclassification or recapitalization in connection with a consolidation or merger in which the Company is the continuing or surviving Person), except as otherwise provided in this Section 11(a) and Section 7(e) hereof, the Exercise Price in effect at the time of the record date for such dividend or the effective time of such subdivision, combination, reclassification or recapitalization, and the number and kind of shares of capital stock issuable on such date or at such time, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock transfer books of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination, reclassification or recapitalization; provided, however, that in no event shall the consideration to be paid upon the exercise of a Right be less than the Warrants will be subject to adjustment in the event and in the manner following: (i) If and whenever aggregate par value of the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares capital stock of the Exercise Price will be decreased or increased proportionately as the case may be; Company issuable upon any such subdivision or consolidation the number of shares deliverable upon the exercise of a Right. If an event occurs which would require an adjustment under both Section 11(a)(i) and Section 11(a)(ii) hereof, the Warrants will adjustment provided for in this Section 11(a)(i) shall be increased or decreased proportionately as the case may bein addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii) hereof. (ii) In case Subject to the provisions of Section 24 hereof, in the event any capital reorganization Person, alone or together with its Affiliates and Associates, shall become an Acquiring Person, then, promptly following any such occurrence (a “Section 11(a)(ii) Event”), proper provision shall be made so that each holder of any reclassification a Right, except as provided in Section 7(e) hereof, shall thereafter have a right to receive, upon exercise thereof at the then current Exercise Price in accordance with the terms of this Agreement, in lieu of a number of one ten-thousandths of a share of Preferred Stock, such number of shares of Common Stock of the capital Company as shall equal the result obtained by (x) multiplying the then current Exercise Price by the then number of one ten-thousandths of a share of Preferred Stock for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event, whether or not such Right was then exercisable, and dividing that product by (y) 50% of the Fair Market Value per share of Common Stock of the Company (determined pursuant to Section 11(d)) on the date of the occurrence of a Section 11(a)(ii) Event (such number of shares being referred to as the “Adjustment Shares”). (iii) In lieu of issuing any shares of Common Stock of the Company in accordance with Section 11(a)(ii) hereof, the Company, acting by or pursuant to a resolution of the Board of Directors of the Company, may, and in the event that the number of shares of Common Stock of the Company which are authorized by the Company’s Certificate of Incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii) of this Section 11(a), the Company, acting by or pursuant to a resolution of the Board of Directors of the Company, shall: (A) determine the excess of (X) the Fair Market Value of the Adjustment Shares issuable upon the exercise of a Right (the “Current Value”) over (Y) the Exercise Price attributable to each Right (such excess being referred to as the “Spread”) and (B) with respect to all or a portion of each Right (subject to Section 7(e) hereof), make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Exercise Price, (1) Common Stock of the Company or in the case of the consolidationequity securities, merger or amalgamation if any, of the Company with or into any other than Common Stock of the Company (hereinafter collectively including without limitation shares, or units of shares, of Preferred Stock that the Board of Directors of the Company has determined to have the same value as shares of Common Stock of the Company (such shares of Preferred Stock being referred to herein as “Common Stock Equivalents”)), (2) cash, (3) a reduction in the Exercise Price, (4) Preferred Stock Equivalents which the Board of Directors of the Company has deemed to have the same value as shares of Common Stock of the Company, (5) debt securities of the Company, (6) other assets or securities of the Company or (7) any combination of the foregoing, having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board of Directors of the Company after receiving the advice of a nationally recognized investment banking firm selected by the Board of Directors of the Company; provided, however, that if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) days following the later of (x) the first occurrence of a Section 11(a)(ii) Event and (y) the date on which the Company’s right of redemption pursuant to Section 23(a) expires (the later of (x) and (y) being referred to herein as the “ReorganizationSection 11(a)(ii) Trigger Date”), each Warrant will then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Exercise Price, shares of Common Stock of the Company (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board of Directors of the Company shall determine in good faith that it is likely that sufficient additional shares of Common Stock of the Company could be authorized for issuance upon exercise in full of the Rights, the 30-day period set forth above may be extended to the extent necessary, but not more than ninety (90) days after the Section 11(a)(ii) Trigger Date, in order that the Company may seek stockholder approval for the authorization of such additional shares (such period, as it may be extended, being referred to herein as the “Substitution Period”). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof, that such action shall apply uniformly to all outstanding Rights and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended and a public announcement at such time as the suspension is no longer in effect (with prompt written notice thereof to the Rights Agent in both cases). For purposes of this Section 11(a)(iii), the value of the Common Stock of the Company and of the Preferred Stock shall be the Fair Market Value (as determined pursuant to Section 11(d) hereof) per share of the Common Stock of the Company and the Preferred Stock, respectively, on the Section 11(a)(ii) Trigger Date, the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock of the Company on such date and the value of any Preferred Stock Equivalent shall be deemed to have the same value as the Preferred Stock on such date. (b) If the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock entitling them (for a period expiring within forty-five (45) calendar days after such Reorganization confer record date) to subscribe for or purchase Preferred Stock (or securities having the right same or more favorable rights, privileges and preferences as the shares of Preferred Stock (“Preferred Stock Equivalents”)) or securities convertible into Preferred Stock or Preferred Stock Equivalents at a price per share of Preferred Stock or per share of Preferred Stock Equivalents (or having a conversion price per share, if a security convertible into Preferred Stock or Preferred Stock Equivalents) less than the Fair Market Value (as determined pursuant to purchase Section 11(d) hereof) per share of Preferred Stock on such record date, the Exercise Price to be in effect after such record date shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock outstanding on such record date, plus the number of shares of Preferred Stock which the aggregate offering price of the total number of shares of Preferred Stock and/or Preferred Stock Equivalents to be offered (and the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such Fair Market Value and the denominator of which shall be the number of shares of Preferred Stock outstanding on such record date, plus the number of additional shares of Preferred Stock and Preferred Stock Equivalents to be offered for subscription or other purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of a Right be less than the aggregate par value of the shares of stock of the Company issuable upon exercise of a Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be the Fair Market Value thereof determined in accordance with Section 11(d) hereof. Shares of Preferred Stock owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Exercise Price shall be adjusted to be the Exercise Price which would then be in effect if such record date had not been fixed. (c) If the Company shall fix a record date for the making of a distribution to all holders of Preferred Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), of evidences of indebtedness, cash (other than a regular periodic cash dividend out of the earnings or retained earnings of the Company’s resulting from ), assets (other than a dividend payable in Preferred Stock, but including any dividend payable in stock other than Preferred Stock) or convertible securities, subscription rights or warrants (excluding those referred to in Section 11(b)), the Exercise Price to be in effect after such Reorganizationrecord date shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the Fair Market Value (as determined pursuant to Section 11(d) hereof) per one ten-thousandth of a share of Preferred Stock on such record date, less the Fair Market Value (as determined pursuant to Section 11(d) hereof) of the portion of the cash, assets or evidences of indebtedness so to be distributed or of such convertible securities, subscription rights or warrants applicable to one ten-thousandth of a share of Preferred Stock and the denominator of which shall be the Warrant Holder Fair Market Value (as determined pursuant to Section 11(d) hereof) per one ten-thousandth of a share of Preferred Stock; provided, however, that in no event shall the consideration to be paid upon the exercise of a Right be less than the aggregate par value of the shares of stock of the Company issuable upon exercise of a Right. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Exercise Price shall again be adjusted to be the Exercise Price which would have be in effect if such record date had not been entitled fixed. (d) For the purpose of this Agreement, the “Fair Market Value” of any share of Preferred Stock, Common Stock or any other stock or any Right or other security or any other property shall be determined as provided in this Section 11(d). (i) In the case of a publicly-traded stock or other security, the Fair Market Value on any date shall be deemed to upon Reorganization be the average of the daily closing prices per share of such stock or per unit of such other security for the 30 consecutive Trading Days (as such term is hereinafter defined) immediately prior to but not including such date; provided, however, that in the event that the Fair Market Value per share of any share of stock is determined during a period following the announcement by the issuer of such stock of (x) a dividend or distribution on such stock payable in shares of such stock or securities convertible into shares of such stock or (y) any subdivision, combination or reclassification of such stock, and prior to the expiration of the 30 Trading Day period after but not including the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification, then, and in each such case, the Fair Market Value shall be properly adjusted to take into account ex-dividend trading. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Warrant Holder had been securities are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which such security is listed or admitted to trading; or, if not listed or admitted to trading on any national securities exchange, the last quoted price (or, if not so quoted, the average of the last quoted high bid and low asked prices) in the over-the-counter market, as reported by the OTC Bulletin Board, the Pink Sheets or such other system then in use; or, if on any such date no bids for such security are quoted by any such organization, the average of the closing bid and asked prices as furnished by a shareholder professional market maker making a market in such security selected by the Board of Directors of the Company. If on any such date no market maker is making a market in such security, the Fair Market Value of such security on such date shall be determined reasonably and with utmost good faith to the holders of the Rights by the Board of Directors of the Company, provided, however, that if at the time of such Reorganization. In any determination there is an Acquiring Person, the Fair Market Value of such case, if necessary, appropriate adjustments will security on such date shall be made in determined by a nationally recognized investment banking firm selected by the application Board of Directors of the provisions of this Article Four relating to Company, which determination shall be described in a statement filed with the rights Rights Agent and interest thereafter shall be binding on the Rights Agent and the holders of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the WarrantsRights and conclusive for all purposes. The subdivision term “Trading Day” shall mean a day on which the principal national securities exchange on which such security is listed or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed admitted to be a Reorganization trading is open for the purposes transaction of this clause 4.8(a)(ii). (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after the record date business or, if no record date such security is fixednot listed or admitted to trading on any national securities exchange, the effective date of the event which results in such adjustmentsa Business Day.

Adjustment of Exercise Price. (a) The Exercise Price and the number of shares Common Shares deliverable upon the exercise of the Warrants will shall be subject to adjustment in the event and in the manner following: (i) 15.1 If and whenever the shares Shares at any time outstanding are shall be subdivided into a greater or consolidated into a lesser number of shares Shares, the Exercise Price will shall be decreased or increased proportionately proportionately, as the case may be; , and upon any such subdivision or consolidation consolidation, the number of shares Shares deliverable upon the exercise of the Warrants will shall be increased or decreased proportionately proportionately, as the case may be. (ii) 15.2 In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other company or of the sale of the assets of the Company (hereinafter collectively referred to as a “Reorganization”)or substantially as an entirety or of any other company, each Warrant will shall, after such Reorganization capital reorganization, reclassification of capital, consolidation, merger, amalgamation or sale, confer the right to purchase the that number of shares or other securities or property of the Company (or of the Company’s company resulting from such Reorganization) capital reorganization, reclassification, consolidation, merger, amalgamation or to which such sale shall be made, as the case may be, to which the Warrant Holder would have been entitled to upon Reorganization if of the Warrant Holder had been a shareholder shares deliverable at the time of such Reorganization. In capital reorganization, reclassification of capital, consolidation, merger, amalgamation or sale had the Warrants been exercised, would have been entitled on such capital reorganization, reclassification, consolidation, merger, amalgamation or sale and in any such case, if necessary, appropriate adjustments will shall be made in the application of the provisions of this Article Four relating set forth in Sections 12 to 19 hereof with respect to the rights and interest thereafter of the Holders of the Warrants so to the end that the provisions of this Article Four will set forth in Sections 12 to 19 hereof shall thereafter correspondingly be made applicable as nearly as reasonably possible may reasonable be expected in relation to any shares or other securities or property thereafter deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares the Shares at any time outstanding into a greater or lesser number of shares Shares (whether with or without par value) will shall not be deemed to be a Reorganization capital reorganization or a reclassification of the capital of the Company for the purposes of this clause 4.8(a)(iiSection 15(b). 15.3 In the event the Company issues any common shares or securities convertible into common shares at a price less than the Exercise Price (bthe “New Issuance Price”) while any Warrants remain outstanding and unexercised, the Exercise Price shall be reduced for any previously unexercised Warrants to the New Issuance Price. This provision does not apply to issuance of shares under options, issuance of shares under existing rights to acquire shares, nor issuance of shares for non-cash consideration 15.4 The adjustments provided for in this Section 4.8 15 pursuant to any Warrants are cumulative and .and will become effective immediately after the record date for, or, if no record date is fixed, the effective date date, of the event which results in such adjustments.

Adjustment of Exercise Price. Subject to the provisions of this Article III, the Exercise Price in effect from time to time shall be subject to adjustment, as follows: (a) The In case the Company shall at any time after the date hereof (i) declare a dividend or make a distribution on the outstanding Common Stock payable in shares of its capital stock, (ii) subdivide the outstanding Common Stock into a greater number of shares, (iii) combine the outstanding Common Stock into a smaller number of shares, or (iv) issue any shares of its capital stock by reclassification of the Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), then, in each case, the Exercise Price in effect, and the number of shares deliverable of Common Stock issuable upon the exercise of the Warrants will be subject to adjustment in the event and in the manner following: (i) If and whenever the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares the Exercise Price will be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be. (ii) In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidationoutstanding, merger or amalgamation of the Company with or into any other Company (hereinafter collectively referred to as a “Reorganization”), each Warrant will after such Reorganization confer the right to purchase the number of shares or other securities of the Company (or of the Company’s resulting from such Reorganization) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of the record date for such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application dividend or of the provisions effective date of this Article Four relating to such subdivision, combination or reclassification, shall be proportionately adjusted so that the rights and interest thereafter of the Holders holders of the Warrants so that after such time shall be entitled to receive the provisions aggregate number and kind of this Article Four will shares which, if such Warrants had been exercised immediately prior to such time, such holders would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification. Such adjustment shall be made applicable as nearly as reasonably possible to successively whenever any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii)event listed above shall occur. (b) The adjustments provided In case the Company shall distribute to all holders of Common Stock (including any such distribution made to the shareholders of the Company in 39 5 connection with a consolidation or merger in which the Company is the continuing corporation, but excluding any such distribution made to the shareholders of the Company in connection with a consolidation or merger in which the Company is not the continuing corporation) evidences of its indebtedness, cash or assets (other than (i) distributions and dividends referred to in Section 3.1(a) in shares of Common Stock or (ii) any non-extraordinary cash dividends paid out of retained earnings from current operations), or rights, options or warrants to subscribe for or purchase capital stock, or securities convertible into or exchangeable for shares of capital stock, then, in this each case, the Exercise Price shall be reduced (and the number of shares issuable adjusted in accordance with Section 4.8 are cumulative and will become effective 3.5) to the price determined by multiplying the Exercise Price in effect immediately after prior to the record date or(the "Distribution Record Date") for the determination of shareholders of the Company entitled to receive such distribution by a fraction, (x) the numerator of which shall be the Current Market Price (as determined pursuant to Section 3.2 hereof) per share of Common Stock immediately prior to the Distribution Record Date, less the reduction, if no record date is fixedany, in the fair value of a share of Common Stock (as reasonably determined by the Board of Directors of the Company, taking into account, where applicable, the effective date market price of the event Common Stock following the Distribution Record Date) as a result of such distribution and (y) the denominator of which results in such adjustmentsshall be the Current Market Price per share of Common Stock immediately prior to the Distribution Record Date. Such adjustment shall become effective at the close of business on the Distribution Record Date.

Adjustment of Exercise Price. (a) Number and Kind of Shares or Number of Rights. The Exercise Price Price, the number and kind of shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event the Company shall at any time after the date of this Agreement (A) declare a dividend on the Preferred Stock payable in shares deliverable of Preferred Stock, (B) subdivide the outstanding Preferred Stock, (C) combine the outstanding Preferred Stock into a smaller number of shares or (D) issue, change or alter any shares of its capital stock in a reclassification or recapitalization of the Preferred Stock (including any such reclassification or recapitalization in connection with a consolidation or merger in which the Company is the continuing or surviving Person), except as otherwise provided in this Section 11(a) and Section 7(e) hereof, the Exercise Price in effect at the time of the record date for such dividend or the effective time of such subdivision, combination, reclassification or recapitalization, and the number and kind of shares of capital stock issuable on such date or at such time, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock transfer books of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination, reclassification or recapitalization; provided, however, that in no event shall the consideration to be paid upon the exercise of a Right be less than the Warrants will be subject to adjustment in the event and in the manner following: (i) If and whenever aggregate par value of the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares capital stock of the Exercise Price will be decreased or increased proportionately as the case may be; Company issuable upon any such subdivision or consolidation the number of shares deliverable upon the exercise of a Right. If an event occurs which would require an adjustment under both Section 11(a)(i) and Section 11(a)(ii) hereof, the Warrants will adjustment provided for in this Section 11(a)(i) shall be increased or decreased proportionately as the case may bein addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii) hereof. (ii) In case Subject to the provisions of Section 24 hereof, in the event any capital reorganization Person, alone or together with its Affiliates and Associates, shall become an Acquiring Person, then, promptly following any such occurrence (a “Section 11(a)(ii) Event”), proper provision shall be made so that each holder of any reclassification a Right, except as provided in Section 7(e) hereof, shall thereafter have a right to receive, upon exercise thereof at the then current Exercise Price in accordance with the terms of this Agreement, in lieu of a number of one ten-thousandths of a share of Preferred Stock, such number of shares of Common Stock of the capital Company as shall equal the result obtained by (x) multiplying the then current Exercise Price by the then number of one ten-thousandths of a share of Preferred Stock for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event, whether or not such Right was then exercisable, and dividing that product by (y) 50% of the Fair Market Value per share of Common Stock of the Company (determined pursuant to Section 11(d)) on the date of the occurrence of a Section 11(a)(ii) Event (such number of shares being referred to as the “Adjustment Shares”). (iii) In lieu of issuing any shares of Common Stock of the Company in accordance with Section 11(a)(ii) hereof, the Company, acting by or pursuant to a resolution of the Board of Directors of the Company, may, and in the event that the number of shares of Common Stock of the Company which are authorized by the Company’s Certificate of Incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii) of this Section 11(a), the Company, acting by or pursuant to a resolution of the Board of Directors of the Company, shall: (A) determine the excess of (X) the Fair Market Value of the Adjustment Shares issuable upon the exercise of a Right (the “Current Value”) over (Y) the Exercise Price attributable to each Right (such excess being referred to as the “Spread”) and (B) with respect to all or a portion of each Right (subject to Section 7(e) hereof), make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Exercise Price, (1) Common Stock of the Company or in the case of the consolidationequity securities, merger or amalgamation if any, of the Company with or into any other than Common Stock of the Company (hereinafter collectively including without limitation shares, or units of shares, of Preferred Stock that the Board of Directors of the Company has determined to have the same value as shares of Common Stock of the Company (such shares of Preferred Stock being referred to herein as “Common Stock Equivalents”)), (2) cash, (3) a reduction in the Exercise Price, (4) Preferred Stock Equivalents which the Board of Directors of the Company has deemed to have the same value as shares of Common Stock of the Company, (5) debt securities of the Company, (6) other assets or securities of the Company or (7) any combination of the foregoing, having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board of Directors of the Company after receiving the advice of a nationally recognized investment banking firm selected by the Board of Directors of the Company; provided, however, that if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) days following the later of (x) the first occurrence of a Section 11(a)(ii) Event and (y) the date on which the Company’s right of redemption pursuant to Section 23(a) expires (the later of (x) and (y) being referred to herein as the “ReorganizationSection 11(a)(ii) Trigger Date”), each Warrant will then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Exercise Price, shares of Common Stock of the Company (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board of Directors of the Company shall determine in good faith that it is likely that sufficient additional shares of Common Stock of the Company could be authorized for issuance upon exercise in full of the Rights, the 30-day period set forth above may be extended to the extent necessary, but not more than ninety (90) days after the Section 11(a)(ii) Trigger Date, in order that the Company may seek shareholder approval for the authorization of such additional shares (such period, as it may be extended, being referred to herein as the “Substitution Period”). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof, that such action shall apply uniformly to all outstanding Rights and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended and a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of the Common Stock of the Company and of the Preferred Stock shall be the Fair Market Value (as determined pursuant to Section 11(d) hereof) per share of the Common Stock of the Company and the Preferred Stock, respectively, on the Section 11(a)(ii) Trigger Date, the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock of the Company on such date and the value of any Preferred Stock Equivalent shall be deemed to have the same value as the Preferred Stock on such date. (b) If the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock entitling them (for a period expiring within forty-five (45) calendar days after such Reorganization confer record date) to subscribe for or purchase Preferred Stock (or securities having the right same or more favorable rights, privileges and preferences as the shares of Preferred Stock (“Preferred Stock Equivalents”)) or securities convertible into Preferred Stock or Preferred Stock Equivalents at a price per share of Preferred Stock or per share of Preferred Stock Equivalents (or having a conversion price per share, if a security convertible into Preferred Stock or Preferred Stock Equivalents) less than the Fair Market Value (as determined pursuant to purchase Section 11(d) hereof) per share of Preferred Stock on such record date, the Exercise Price to be in effect after such record date shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock outstanding on such record date, plus the number of shares of Preferred Stock which the aggregate offering price of the total number of shares of Preferred Stock and/or Preferred Stock Equivalents to be offered (and the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such Fair Market Value and the denominator of which shall be the number of shares of Preferred Stock outstanding on such record date, plus the number of additional shares of Preferred Stock and Preferred Stock Equivalents to be offered for subscription or other purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of a Right be less than the aggregate par value of the shares of stock of the Company issuable upon exercise of a Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be the Fair Market Value thereof determined in accordance with Section 11(d) hereof. Shares of Preferred Stock owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Exercise Price shall be adjusted to be the Exercise Price which would then be in effect if such record date had not been fixed. (c) If the Company shall fix a record date for the making of a distribution to all holders of Preferred Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), of evidences of indebtedness, cash (other than a regular periodic cash dividend out of the earnings or retained earnings of the Company’s resulting from ), assets (other than a dividend payable in Preferred Stock, but including any dividend payable in stock other than Preferred Stock) or convertible securities, subscription rights or warrants (excluding those referred to in Section 11(b)), the Exercise Price to be in effect after such Reorganizationrecord date shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the Fair Market Value (as determined pursuant to Section 11(d) hereof) per one ten-thousandth of a share of Preferred Stock on such record date, less the Fair Market Value (as determined pursuant to Section 11(d) hereof) of the portion of the cash, assets or evidences of indebtedness so to be distributed or of such convertible securities, subscription rights or warrants applicable to one ten-thousandth of a share of Preferred Stock and the denominator of which shall be the Warrant Holder Fair Market Value (as determined pursuant to Section 11(d) hereof) per one ten-thousandth of a share of Preferred Stock; provided, however, that in no event shall the consideration to be paid upon the exercise of a Right be less than the aggregate par value of the shares of stock of the Company issuable upon exercise of a Right. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Exercise Price shall again be adjusted to be the Exercise Price which would have be in effect if such record date had not been entitled fixed. (d) For the purpose of this Agreement, the “Fair Market Value” of any share of Preferred Stock, Common Stock or any other stock or any Right or other security or any other property shall be determined as provided in this Section 11(d). (i) In the case of a publicly-traded stock or other security, the Fair Market Value on any date shall be deemed to upon Reorganization be the average of the daily closing prices per share of such stock or per unit of such other security for the 30 consecutive Trading Days (as such term is hereinafter defined) immediately prior to such date; provided, however, that in the event that the Fair Market Value per share of any share of stock is determined during a period following the announcement by the issuer of such stock of (x) a dividend or distribution on such stock payable in shares of such stock or securities convertible into shares of such stock or (y) any subdivision, combination or reclassification of such stock, and prior to the expiration of the 30 Trading Day period after the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification, then, and in each such case, the Fair Market Value shall be properly adjusted to take into account ex-dividend trading. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Warrant Holder had been securities are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which such security is listed or admitted to trading; or, if not listed or admitted to trading on any national securities exchange, the last quoted price (or, if not so quoted, the average of the last quoted high bid and low asked prices) in the over-the-counter market, as reported by the National Association of Securities Dealers Automated Quotation System (“NASDAQ”) or such other system then in use; or, if on any such date no bids for such security are quoted by any such organization, the average of the closing bid and asked prices as furnished by a shareholder professional market maker making a market in such security selected by the Board of Directors of the Company. If on any such date no market maker is making a market in such security, the Fair Market Value of such security on such date shall be determined reasonably and with utmost good faith to the holders of the Rights by the Board of Directors of the Company, provided, however, that if at the time of such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application of the provisions of this Article Four relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii). (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after the record date or, if no record date determination there is fixedan Acquiring Person, the effective Fair Market Value of such security on such date of the event which results in such adjustments.shall be determined by a nationally recognized investment banking firm

Adjustment of Exercise Price. (a) Number and Kind of Shares or Number of Rights. The Exercise Price Price, the number and kind of shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event the Company shall at any time after the date of this Agreement (A) declare a dividend on the Preferred Stock payable in shares deliverable of Preferred Stock, (B) subdivide the outstanding Preferred Stock, (C) combine the outstanding Preferred Stock into a smaller number of shares or (D) issue, change or alter any shares of its capital stock in a reclassification or recapitalization of the Preferred Stock (including any such reclassification or recapitalization in connection with a consolidation or merger in which the Company is the continuing or surviving Person), except as otherwise provided in this Section 11(a) and Section 7(e) hereof, the Exercise Price in effect at the time of the record date for such dividend or the effective time of such subdivision, combination, reclassification or recapitalization, and the number and kind of shares of capital stock issuable on such date or at such time, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock transfer books of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination, reclassification or recapitalization; provided, however, that in no event shall the consideration to be paid upon the exercise of a Right be less than the Warrants will be subject to adjustment in the event and in the manner following: (i) If and whenever aggregate par value of the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares capital stock of the Exercise Price will be decreased or increased proportionately as the case may be; Company issuable upon any such subdivision or consolidation the number of shares deliverable upon the exercise of a Right. If an event occurs which would require an adjustment under both Section 11(a)(i) and Section 11(a)(ii) hereof, the Warrants will adjustment provided for in this Section 11(a)(i) shall be increased or decreased proportionately as the case may bein addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii) hereof. (ii) In case Subject to the provisions of Section 24 hereof, in the event any capital reorganization Person, alone or together with its Affiliates and Associates, shall become an Acquiring Person, then, promptly following any such occurrence (a “Section 11(a)(ii) Event”), proper provision shall be made so that each holder of any reclassification a Right, except as provided in Section 7(e) hereof, shall thereafter have a right to receive, upon exercise thereof at the then current Exercise Price in accordance with the terms of this Agreement, in lieu of a number of one one-thousandths of a share of Preferred Stock, such number of shares of Common Stock of the capital Company as shall equal the result obtained by (x) multiplying the then current Exercise Price by the then number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event, whether or not such Right was then exercisable, and dividing that product by (y) 50% of the Fair Market Value per share of Common Stock of the Company (determined pursuant to Section 11(d)) on the date of the occurrence of a Section 11(a)(ii) Event (such number of shares being referred to as the “Adjustment Shares”). (iii) In lieu of issuing any shares of Common Stock of the Company in accordance with Section 11(a)(ii) hereof, the Company, acting by or pursuant to a resolution of the Board of Directors of the Company, may, and in the event that the number of shares of Common Stock of the Company which are authorized by the Company’s Articles of Incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii) of this Section 11(a), the Company, acting by or pursuant to a resolution of the Board of Directors of the Company, shall: (A) determine the excess of (X) the Fair Market Value of the Adjustment Shares issuable upon the exercise of a Right (the “Current Value”) over (Y) the Exercise Price attributable to each Right (such excess being referred to as the “Spread”) and (B) with respect to all or a portion of each Right (subject to Section 7(e) hereof), make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Exercise Price, (1) Common Stock of the Company or in the case of the consolidationequity securities, merger or amalgamation if any, of the Company with or into any other than Common Stock of the Company (hereinafter collectively including without limitation shares, or units of shares, of Preferred Stock that the Board of Directors of the Company has determined to have the same value as shares of Common Stock of the Company (such shares of Preferred Stock being referred to herein as a “ReorganizationCommon Stock Equivalents”)), each Warrant will after such Reorganization confer (2) cash, (3) a reduction in the right Exercise Price, (4) Preferred Stock Equivalents which the Board of Directors of the Company has deemed to purchase have the number same value as shares of shares Common Stock of the Company, (5) debt securities of the Company, (6) other assets or other securities of the Company or (or 7) any combination of the foregoing, having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board of Directors of the Company after receiving the advice of a nationally recognized investment banking firm selected by the Board of Directors of the Company’s resulting from such Reorganization; provided, however, that if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) days following the later of (x) the first occurrence of a Section 11(a)(ii) Event and (y) the date on which the Warrant Holder would have been entitled Company’s right of redemption pursuant to Section 23(a) expires (the later of (x) and (y) being referred to herein as the “Section 11(a)(ii) Trigger Date”), then the Company shall be obligated to deliver, upon Reorganization if the Warrant Holder had been surrender for exercise of a shareholder at Right and without requiring payment of the time Exercise Price, shares of such Reorganization. In any such caseCommon Stock of the Company (to the extent available) and then, if necessary, appropriate adjustments will be made in cash, which shares and/or cash have an aggregate value equal to the application Spread. If the Board of Directors of the provisions Company shall determine in good faith that it is likely that sufficient additional shares of Common Stock of the Company could be authorized for issuance upon exercise in full of the Rights, the 30-day period set forth above may be extended to the extent necessary, but not more than ninety (90) days after the Section 11(a)(ii) Trigger Date, in order that the Company may seek shareholder approval for the authorization of such additional shares (such period, as it may be extended, being referred to herein as the “Substitution Period”). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Article Four relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(iiSection 11(a)(iii). (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in Company (x) shall provide, subject to Section 7(e) hereof, that such adjustments.action shall apply uniformly to all outstanding Rights and

Adjustment of Exercise Price. (a) The Exercise Price and the number of shares Warrant Shares deliverable upon the exercise of the Warrants will be subject to adjustment in the event of and in the manner following: (i) If if and whenever the shares Shares at any time outstanding are subdivided into a greater greater, or consolidated into a lesser lesser, number of shares Shares, the Exercise Price will be decreased or increased proportionately as the case may be; upon . Upon any such subdivision or consolidation consolidation, the number of shares Warrant Shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be.; and (ii) In in the case of any capital reorganization or of any reclassification of the capital of the Company Company, or in the case of the consolidation, merger or amalgamation of the Company Company (iii) with or into any other Company company (hereinafter collectively referred to as a “Reorganization”), each Warrant will will, after such Reorganization Reorganization, confer the right to purchase the number of shares Warrant Shares or other securities of the Company (or of the Company’s company resulting from such Reorganization) which the Warrant Holder would have been entitled to upon the Reorganization if the Warrant Holder had been a shareholder of the Company at the time of such Reorganization. . (b) In the case of any such caseReorganization, if necessary, appropriate adjustments will be made in the application of the provisions of this Article Four Section 4.6 relating to the rights and interest thereafter of the Holders of the Warrants Holder so that the provisions of this Article Four Section 4.6 will be made applicable as nearly as reasonably possible to any shares Warrant Shares or other securities deliverable after the Reorganization on the exercise of the Warrants. . (c) The subdivision or consolidation of shares Shares at any time outstanding into a greater or lesser number of shares Shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii)Section 4.6. (bd) The adjustments provided for in this Section 4.8 4.6 are cumulative and will become effective immediately after the applicable record date or, if no record date is fixed, the effective date of the event which results in such adjustments.

Adjustment of Exercise Price. (a) Number and Kind of Shares or Number of Rights. The Exercise Price Price, the number and kind of shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event the Company shall at any time after the date of this Agreement (A) declare a dividend on the Preferred Stock payable in shares deliverable of Preferred Stock, (B) subdivide the outstanding Preferred Stock, (C) combine the outstanding Preferred Stock into a smaller number of shares or (D) issue, change or alter any shares of its capital stock in a reclassification or recapitalization of the Preferred Stock (including any such reclassification or recapitalization in connection with a consolidation or merger in which the Company is the continuing or surviving Person), except as otherwise provided in this Section 11(a) and Section 7(e) hereof, the Exercise Price in effect at the time of the record date for such dividend or the effective time of such subdivision, combination, reclassification or recapitalization, and the number and kind of shares of capital stock issuable on such date or at such time, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock transfer books of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination, reclassification or recapitalization; provided, however, that in no event shall the consideration to be paid upon the exercise of a Right be less than the Warrants will be subject to adjustment in the event and in the manner following: (i) If and whenever aggregate par value of the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares capital stock of the Exercise Price will be decreased or increased proportionately as the case may be; Company issuable upon any such subdivision or consolidation the number of shares deliverable upon the exercise of a Right. If an event occurs which would require an adjustment under both Section 11(a)(i) and Section 11(a)(ii) hereof, the Warrants will adjustment provided for in this Section 11(a)(i) shall be increased or decreased proportionately as the case may bein addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii) hereof. (ii) In case Subject to the provisions of any capital reorganization or of any reclassification of the capital of the Company or Section 24 hereof, in the case of the consolidationevent any Person, merger alone or amalgamation of the Company together with or into its Affiliates and Associates, shall become an Acquiring Person, then, promptly following any other Company such occurrence (hereinafter collectively referred to as a “ReorganizationSection 11(a)(ii) Event”), each Warrant will after such Reorganization confer the right to purchase the number of shares or other securities of the Company (or of the Company’s resulting from such Reorganization) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization. In any such case, if necessary, appropriate adjustments will proper provision shall be made in the application of the provisions of this Article Four relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions each holder of this Article Four will be made applicable a Right, except as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii). (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustments.in

Adjustment of Exercise Price. Subject to the requirements of the Canadian Securities Exchange (a) The or such other exchange on which the Exercise Shares are then listed), the Exercise Price and the number of shares deliverable upon the exercise of the Warrants will Exercise Shares shall be subject to adjustment in the event and in the manner followingfrom time to time as follows: (i) 3.1 If and whenever the shares at any time prior to the end of the Exercise Period the outstanding are subdivided Stock shall be subdivided, redivided or changed into a greater or consolidated into a lesser number of Stock or reclassified into different shares of capital stock of the Exercise Price will Company (a “Reclassification”), or the Company shall issue additional Stock (or securities convertible into additional Stock or different shares of capital stock of the Company) to the holders of all or substantially all of its outstanding Stock by way of a stock dividend or otherwise (other than an issue of additional Stock to holders of Stock who have elected to receive dividends in the form of Stock in lieu of receiving cash dividends paid in the ordinary course) (a “Stock Dividend”), Holder shall be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation the number of shares deliverable entitled to receive and shall accept, upon the exercise of such right and payment of the Warrants will aggregate Exercise Price at any time on the effective date of such Reclassification or Stock Dividend or thereafter, in lieu of the number of Stock to which he was theretofore entitled upon exercise, the aggregate number of Stock, different shares of capital stock of the Company and/or securities convertible into Stock or different shares of capital stock of the Company that Holder would have held immediately following such Reclassification or Stock Dividend had he been the registered holder of the number of Stock to which he was theretofore entitled upon exercise of this Warrant as of the applicable record date or effective date for such action. 3.2 If and whenever at any time prior to the end of the Exercise Period the Company shall issue rights, options or warrants to all or substantially all the holders of its outstanding Stock entitling them to subscribe for or purchase additional Stock, different shares of capital stock of the Company or securities convertible into Stock or different shares of capital stock of the Company, and if such issuance has or is reasonably likely to have a material adverse effect on rights of Holder hereunder, then the Exercise Price shall be increased adjusted appropriately as determined by the directors of the Company, acting reasonably. If all such rights, options or decreased proportionately warrants are not exercised prior to the expiration thereof, the Exercise Price shall be readjusted based upon the number of additional Stock, different shares of capital stock of the Company or securities convertible into Stock or different shares of capital stock of the Company actually issued upon the exercise of such rights, options or warrants, as the case may be. (ii) In case of any capital reorganization or of any reclassification 3.3 No adjustments of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other Company (hereinafter collectively referred to as a “Reorganization”), each Warrant will after such Reorganization confer the right to purchase the number of shares or other securities of the Company (or of the Company’s resulting from such Reorganization) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization. In any such case, if necessary, appropriate adjustments will Exercise Price shall be made in the application of the provisions of this Article Four relating pursuant to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii).Section (b) 3.4 The adjustments provided for in this Section 4.8 3 are cumulative and shall be computed to the nearest one-tenth of one cent and will become effective immediately after be made successively whenever an event referred to therein occurs. Notwithstanding the record date orforegoing, if no record date is fixed, the effective date adjustment of the event Exercise Price shall be made in any case in which results the resulting increase or decrease in the Exercise Price would be less than one percent of the then prevailing Exercise Price. Any adjustment that would otherwise have been required to be made, but for the minimum percentage threshold, shall be carried forward and made at the time of and together with the next subsequent adjustment to the Exercise Price which, together with any and all such adjustmentsadjustments so carried forward, shall result in an increase or decrease in the Exercise Price by not less than one percent.

Adjustment of Exercise Price. (a) Number and Kind of Shares or Number of Rights. The Exercise Price Price, the number and kind of shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event the Company shall at any time after the date of this Agreement (A) declare a dividend on the Preferred Stock payable in shares deliverable of Preferred Stock, (B) subdivide the outstanding Preferred Stock, (C) combine the outstanding Preferred Stock into a smaller number of shares or (D) issue, change or alter any shares of its capital stock in a reclassification or recapitalization of the Preferred Stock (including any such reclassification or recapitalization in connection with a consolidation or merger in which the Company is the continuing or surviving Person), except as otherwise provided in this Section 11(a) and Section 7(e) hereof, the Exercise Price in effect at the time of the record date for such dividend or the effective time of such subdivision, combination, reclassification or recapitalization, and the number and kind of shares of capital stock issuable on such date or at such time, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock transfer books of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination, reclassification or recapitalization; provided, however, that in no event shall the consideration to be paid upon the exercise of a Right be less than the Warrants will be subject to adjustment in the event and in the manner following: (i) If and whenever aggregate par value of the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares capital stock of the Exercise Price will be decreased or increased proportionately as the case may be; Company issuable upon any such subdivision or consolidation the number of shares deliverable upon the exercise of a Right. If an event occurs which would require an adjustment under both Section 11(a)(i) and Section 11(a)(ii) hereof, the Warrants will adjustment provided for in this Section 11(a)(i) shall be increased or decreased proportionately as the case may bein addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii) hereof. (ii) In case Subject to the provisions of Section 24 hereof, in the event any capital reorganization Person, alone or together with its Affiliates and Associates, shall become an Acquiring Person, then, promptly following any such occurrence (a “Section 11(a)(ii) Event”), proper provision shall be made so that each holder of any reclassification a Right, except as provided in Section 7(e) hereof, shall thereafter have a right to receive, upon exercise thereof at the then current Exercise Price in accordance with the terms of this Agreement, in lieu of a number of one ten-thousandths of a share of Preferred Stock, such number of shares of Common Stock of the capital Company as shall equal the result obtained by (x) multiplying the then current Exercise Price by the then number of one ten-thousandths of a share of Preferred Stock for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event, whether or not such Right was then exercisable, and dividing that product by (y) 50% of the Fair Market Value per share of Common Stock of the Company (determined pursuant to Section 11(d)) on the date of the occurrence of a Section 11(a)(ii) Event (such number of shares being referred to as the “Adjustment Shares”). (iii) In lieu of issuing any shares of Common Stock of the Company in accordance with Section 11(a)(ii) hereof, the Company, acting by or pursuant to a resolution of the Board of Directors of the Company, may, and in the event that the number of shares of Common Stock of the Company which are authorized by the Company’s Articles of Organization but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii) of this Section 11(a), the Company, acting by or pursuant to a resolution of the Board of Directors of the Company, shall: (A) determine the excess of (X) the Fair Market Value of the Adjustment Shares issuable upon the exercise of a Right (the “Current Value”) over (Y) the Exercise Price attributable to each Right (such excess being referred to as the “Spread”) and (B) with respect to all or a portion of each Right (subject to Section 7(e) hereof), make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Exercise Price, (1) Common Stock of the Company or in the case of the consolidationequity securities, merger or amalgamation if any, of the Company with or into any other than Common Stock of the Company (hereinafter collectively including without limitation shares, or units of shares, of Preferred Stock that the Board of Directors of the Company has determined to have the same value as shares of Common Stock of the Company (such shares of Preferred Stock being referred to herein as “Common Stock Equivalents”)), (2) cash, (3) a reduction in the Exercise Price, (4) Preferred Stock Equivalents which the Board of Directors of the Company has deemed to have the same value as shares of Common Stock of the Company, (5) debt securities of the Company, (6) other assets or securities of the Company or (7) any combination of the foregoing, having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board of Directors of the Company after receiving the advice of a nationally recognized investment banking firm selected by the Board of Directors of the Company; provided, however, that if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) days following the later of (x) the first occurrence of a Section 11(a)(ii) Event and (y) the date on which the Company’s right of redemption pursuant to Section 23(a) expires (the later of (x) and (y) being referred to herein as the “ReorganizationSection 11(a)(ii) Trigger Date”), each Warrant will then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Exercise Price, shares of Common Stock of the Company (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board of Directors of the Company shall determine in good faith that it is likely that sufficient additional shares of Common Stock of the Company could be authorized for issuance upon exercise in full of the Rights, the 30-day period set forth above may be extended to the extent necessary, but not more than ninety (90) days after the Section 11(a)(ii) Trigger Date, in order that the Company may seek shareholder approval for the authorization of such additional shares (such period, as it may be extended, being referred to herein as the “Substitution Period”). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof, that such action shall apply uniformly to all outstanding Rights and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended and a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of the Common Stock of the Company and of the Preferred Stock shall be the Fair Market Value (as determined pursuant to Section 11(d) hereof) per share of the Common Stock of the Company and the Preferred Stock, respectively, on the Section 11(a)(ii) Trigger Date, the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock of the Company on such date and the value of any Preferred Stock Equivalent shall be deemed to have the same value as the Preferred Stock on such date. (b) If the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock entitling them (for a period expiring within forty-five (45) calendar days after such Reorganization confer record date) to subscribe for or purchase Preferred Stock (or securities having the right same or more favorable rights, privileges and preferences as the shares of Preferred Stock (“Preferred Stock Equivalents”)) or securities convertible into Preferred Stock or Preferred Stock Equivalents at a price per share of Preferred Stock or per share of Preferred Stock Equivalents (or having a conversion price per share, if a security convertible into Preferred Stock or Preferred Stock Equivalents) less than the Fair Market Value (as determined pursuant to purchase Section 11(d) hereof) per share of Preferred Stock on such record date, the Exercise Price to be in effect after such record date shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock outstanding on such record date, plus the number of shares of Preferred Stock which the aggregate offering price of the total number of shares of Preferred Stock and/or Preferred Stock Equivalents to be offered (and the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such Fair Market Value and the denominator of which shall be the number of shares of Preferred Stock outstanding on such record date, plus the number of additional shares of Preferred Stock and Preferred Stock Equivalents to be offered for subscription or other purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of a Right be less than the aggregate par value of the shares of stock of the Company issuable upon exercise of a Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be the Fair Market Value thereof determined in accordance with Section 11(d) hereof. Shares of Preferred Stock owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Exercise Price shall be adjusted to be the Exercise Price which would then be in effect if such record date had not been fixed. (c) If the Company shall fix a record date for the making of a distribution to all holders of Preferred Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), of evidences of indebtedness, cash (other than a regular periodic cash dividend out of the earnings or retained earnings of the Company’s resulting from ), assets (other than a dividend payable in Preferred Stock, but including any dividend payable in stock other than Preferred Stock) or convertible securities, subscription rights or warrants (excluding those referred to in Section 11(b)), the Exercise Price to be in effect after such Reorganizationrecord date shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the Fair Market Value (as determined pursuant to Section 11(d) hereof) per one ten-thousandth of a share of Preferred Stock on such record date, less the Fair Market Value (as determined pursuant to Section 11(d) hereof) of the portion of the cash, assets or evidences of indebtedness so to be distributed or of such convertible securities, subscription rights or warrants applicable to one ten-thousandth of a share of Preferred Stock and the denominator of which shall be the Warrant Holder Fair Market Value (as determined pursuant to Section 11(d) hereof) per one ten-thousandth of a share of Preferred Stock; provided, however, that in no event shall the consideration to be paid upon the exercise of a Right be less than the aggregate par value of the shares of stock of the Company issuable upon exercise of a Right. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Exercise Price shall again be adjusted to be the Exercise Price which would have be in effect if such record date had not been entitled fixed. (d) For the purpose of this Agreement, the “Fair Market Value” of any share of Preferred Stock, Common Stock or any other stock or any Right or other security or any other property shall be determined as provided in this Section 11(d). (i) In the case of a publicly-traded stock or other security, the Fair Market Value on any date shall be deemed to upon Reorganization be the average of the daily closing prices per share of such stock or per unit of such other security for the 30 consecutive Trading Days (as such term is hereinafter defined) immediately prior to such date; provided, however, that in the event that the Fair Market Value per share of any share of stock is determined during a period following the announcement by the issuer of such stock of (x) a dividend or distribution on such stock payable in shares of such stock or securities convertible into shares of such stock or (y) any subdivision, combination or reclassification of such stock, and prior to the expiration of the 30 Trading Day period after the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification, then, and in each such case, the Fair Market Value shall be properly adjusted to take into account ex-dividend trading. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Warrant Holder had been securities are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which such security is listed or admitted to trading; or, if not listed or admitted to trading on any national securities exchange, the last quoted price (or, if not so quoted, the average of the last quoted high bid and low asked prices) in the over-the-counter market, as reported by the OTC Bulletin Board, the Pink Sheets or such other system then in use; or, if on any such date no bids for such security are quoted by any such organization, the average of the closing bid and asked prices as furnished by a shareholder professional market maker making a market in such security selected by the Board of Directors of the Company. If on any such date no market maker is making a market in such security, the Fair Market Value of such security on such date shall be determined reasonably and with utmost good faith to the holders of the Rights by the Board of Directors of the Company, provided, however, that if at the time of such Reorganization. In any determination there is an Acquiring Person, the Fair Market Value of such case, if necessary, appropriate adjustments will security on such date shall be made in determined by a nationally recognized investment banking firm selected by the application Board of Directors of the provisions of this Article Four relating to Company, which determination shall be described in a statement filed with the rights Rights Agent and interest thereafter shall be binding on the Rights Agent and the holders of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the WarrantsRights. The subdivision term “Trading Day” shall mean a day on which the principal national securities exchange on which such security is listed or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed admitted to be a Reorganization trading is open for the purposes transaction of this clause 4.8(a)(ii). (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after the record date business or, if no record date such security is fixednot listed or admitted to trading on any national securities exchange, the effective date of the event which results in such adjustmentsa Business Day.

Adjustment of Exercise Price. (a) The Exercise Price and the number of shares deliverable upon the exercise of the Warrants will be subject to adjustment in the event and in the manner following: (i) REORGANIZATION, CONSOLIDATION, MERGER, ETC. If and whenever the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares the Exercise Price will be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be. (ii) In case of there occurs any capital reorganization or of any reclassification of the capital Common Stock of the Company Company, the consolidation or in the case of the consolidation, merger or amalgamation of the Company with or into any another person (other Company (hereinafter collectively referred to as than a “Reorganization”), each Warrant will after such Reorganization confer the right to purchase the number of shares merger or other securities consolidation of the Company (in which the Company is the continuing entity and which does not result in any reorganization or reclassification of its outstanding Common Stock) or the sale or conveyance of all or substantially all of the Company’s assets of the Company to another person, then, as a condition precedent to any such reorganization, reclassification, consolidation, merger, sale or conveyance, the Holder will be entitled to receive upon surrender of this Warrant to the Company (x) to the extent there are cash proceeds resulting from the consummation of such Reorganization) which reorganization, reclassification, consolidation, merger, sale or conveyance, in exchange for such Warrant, cash in an amount equal to the Warrant Holder cash proceeds that would have been payable to the Holder had the Holder exercised such Warrant immediately prior to the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance, less the aggregate Exercise Price payable upon exercise of this Warrant, and (y) to the extent that the Holder would be entitled to receive Common stock (or Other Securities) (in addition to or in lieu of cash in connection with any such reorganization, reclassification, consolidation, merger, sale or conveyance), the same kind and amounts of securities or other assets, or both, that are issuable or distributable to the holders of outstanding Common Stock (or Other Securities) of the Company with respect to their Common Stock (or Other Securities) upon Reorganization if such reorganization, reclassification, consolidation, merger, sale or conveyance, as would have been deliverable to the Warrant Holder had been a shareholder at the time Holder exercised such Warrant immediately prior to the consummation of such Reorganization. In any reorganization, reclassification, consolidation, merger, sale or conveyance less an amount of such case, if necessary, appropriate adjustments will be made in securities having a value equal to the application of the provisions aggregate Exercise Price payable upon exercise of this Article Four relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii)Warrant. (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustments.

Adjustment of Exercise Price. (a) The If any Adjustment Transaction shall occur, the Exercise Price shall be adjusted by the Company so as to fairly preserve, without dilution, the purchase rights represented by this Warrant in accordance with Section 4.1 and otherwise with the essential intent and purposes hereof. If the holder of this Warrant disputes the adjustment of the Exercise Price made by the Company and the number parties cannot otherwise resolve the dispute promptly and in good faith, then the Company shall appoint a firm of shares deliverable upon independent public accountants of recognized national standing (which may be the exercise regular auditors of the Warrants will Company), which shall give their opinion as to the adjustment, if any, to be subject made to the Exercise Price as the result of the relevant Adjustment Transaction. Upon receipt of such opinion, the Company shall promptly mail a copy thereof to the holder of this Warrant and shall make the adjustment in described therein. In case the event and in Company after the manner following: date hereof shall propose to (i) If and whenever pay any dividend payable in stock to the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number holders of shares of Common Stock or to make any other Distribution to the Exercise Price will holders of shares of Common Stock, (ii) offer to the holders of shares of Common Stock rights to subscribe for or purchase any additional shares of any class of stock or any other rights or options, or (iii) effect any reclassification of the Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock), or any capital reorganization or any consolidation or merger (other than a merger in which no distribution of securities or other property is to be decreased made to holders of shares of Common Stock), or increased proportionately any sale, transfer or other disposition of its property, assets and business as an entirety or substantially as an entirety, or the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall mail to the holder of this Warrant notice of such proposed action, which shall specify the date on which the stock transfer books of the Company shall close, or a record shall be taken, for determining the holders of Common Stock entitled to receive such stock dividends or other Distribution or such rights or options or to participate in such repurchase or redemption, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, dissolution, or winding up shall take place or commence, as the case may be; , and the date as of which it is expected that holders of Common Stock of record shall be entitled to receive securities or other property deliverable upon such action, if any such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will date is to be increased or decreased proportionately as fixed. Such notice shall be mailed in the case may be. of any action covered by clause (i) or (ii) In case above at least ten (10) days prior to the record date for determining holders of any capital reorganization Common Stock for purposes of receiving such payment or of any reclassification of the capital of the Company offer, or in the case of any action covered by clause (iii) above at least thirty (30) days prior to the consolidationdate upon which such action takes place and twenty (20) days prior to any record date to determine holders of Common Stock entitled to receive such securities or other property. Failure to file any certificate or notice or to mail any notice, merger or amalgamation any defect in any certificate or notice pursuant to this Section shall not affect the legality or validity of the Company with adjustment of the Exercise Price or into any other Company (hereinafter collectively referred to as a “Reorganization”), each Warrant will after such Reorganization confer the right to purchase the number of shares Issuable Warrant Shares, or other securities of the Company (or of the Company’s resulting from such Reorganization) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application of the provisions of this Article Four relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii)transaction giving rise thereto. (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustments.

Adjustment of Exercise Price. Subject to the provisions of this Article III, the Exercise Price in effect from time to time shall be subject to adjustment, as follows: (a) The In case the Company shall at any time after the date hereof (i) declare a dividend or make a distribution on the outstanding Common Stock payable in shares of its capital stock, (ii) subdivide the outstanding Common Stock into a greater number of shares, (iii) combine the outstanding Common Stock into a smaller number of shares, or (iv) issue any shares of its capital stock by reclassification of the Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), then, in each case, the Exercise Price in effect, and the number of shares deliverable of Common Stock issuable upon the exercise of the Warrants will be subject to adjustment in the event and in the manner following: (i) If and whenever the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares the Exercise Price will be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be. (ii) In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidationoutstanding, merger or amalgamation of the Company with or into any other Company (hereinafter collectively referred to as a “Reorganization”), each Warrant will after such Reorganization confer the right to purchase the number of shares or other securities of the Company (or of the Company’s resulting from such Reorganization) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of the record date for such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application dividend or of the provisions effective date of this Article Four relating to such subdivision, combination or reclassification, shall be proportionately adjusted so that the rights and interest thereafter of the Holders holders of the Warrants so that after such time shall be entitled to receive the provisions aggregate number and kind of this Article Four will shares which, if such Warrants had been exercised immediately prior to such time, such holders would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification. Such adjustment shall be made applicable as nearly as reasonably possible to successively whenever any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii)event listed above shall occur. (b) The adjustments provided In case the Company shall distribute to all holders of Common Stock (including any such distribution made to the shareholders of the Company in connection with a consolidation or merger in which the Company is the continuing corporation) evidences of its indebtedness, cash or assets (other than (i) distributions and dividends referred to in Section 3.1(a) in shares of Common Stock or (ii) cash dividends paid out of retained earnings), or rights, options or warrants to subscribe for or purchase Common Stock, or securities convertible into or exchangeable for shares of Common Stock, then, in this Section 4.8 are cumulative and will become effective each case, the Exercise Price shall be reduced to the price determined by multiplying the Exercise Price in effect immediately after prior to the record date or, if no record date is fixed(the "Distribution Record Date") for the determination of shareholders entitled to receive such distribution by a fraction, the effective date numerator of which shall be the Current Market Price (as determined pursuant to Section 3.2 hereof) per share of Common Stock immediately prior to the Distribution Record Date, less the fair market value (as determined in good faith by the Board of Directors of the event Company, whose determination (as set forth in a Board resolution which results in such adjustmentsshall be filed with the Warrant Agent) shall be conclusive absent manifest error) of the portion of the evidences of indebtedness or assets so to be distributed, or of the rights, options, or warrants or convertible or exchangeable securities, or the amount of the cash, applicable to one share of Common Stock, and the denominator of which shall be the Current Market Price per share of Common Stock immediately prior to the Distribution Record Date. Such adjustment shall become effective at the close of business on the Distribution Record Date.

Adjustment of Exercise Price. (a) The Exercise Price in effect at the time and the number and kind of shares deliverable securities purchasable upon the exercise of the Warrants will this Warrant shall be subject to adjustment in from time to time upon the event and in the manner followinghappening of certain events as follows: (a) In case the Company shall, while this Warrant remains outstanding and unexpired, (i) If and whenever declare a dividend or make a distribution on its outstanding Common Stock in Common Stock, (ii) subdivide or reclassify its outstanding Common Stock into a greater number of shares, (iii) combine or reclassify its outstanding Common Stock into a smaller number of shares, or (iv) enter into any transaction whereby the outstanding shares of Common Stock are at any time outstanding are subdivided changed into or exchanged for a greater different number or consolidated into a lesser number of shares the Exercise Price will be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be. (ii) In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other Company (hereinafter collectively referred to as a “Reorganization”), each Warrant will after such Reorganization confer the right to purchase the number kind of shares or other securities of the Company or of another entity through reorganization, merger, consolidation, liquidation or recapitalization, then an appropriate adjustment in the number of Shares (or other securities for which such Shares have previously been exchanged or converted) purchasable under this Warrant shall be made and the Exercise Price in effect at the time of the record date for such dividend or distribution or of the Company’s resulting from effective date of such Reorganization) which subdivision, combination, reclassification, reorganization, merger, consolidation, liquidation or recapitalization shall be proportionately adjusted so that the Holder of this Warrant exercised after such date shall be entitled to receive the aggregate number and kind of shares or other securities which, if this Warrant had been exercised by such Holder immediately prior to such date, the Holder would have been entitled to receive upon Reorganization such dividend, distribution, subdivision, combination, reclassification, reorganization, merger, consolidation, liquidation or recapitalization. For example, if the Company declares a two-for-one stock subdivision (split) and the Exercise Price hereof immediately prior to such event was $10.00 per Share and the number of Shares issuable upon exercise of this Warrant Holder had been a shareholder at was 150,000, the time adjusted Exercise Price immediately after such event would be $5.00 per Share and the adjusted number of Shares issuable upon exercise of this Warrant would be 300,000. Any such Reorganization. In any such case, if necessary, appropriate adjustments will adjustment shall be made in the application of the provisions of this Article Four relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to successively whenever any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii)event listed above shall occur. (b) Whenever any adjustment shall be made pursuant to Section 6(a), the Company shall promptly make a certificate signed by its Chairman, Chief Executive Officer, President, Vice President, Chief Financial Officer or Treasurer, setting forth in reasonable detail the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated and the adjusted Exercise Price and the adjusted number of shares of Common Stock issuable upon exercise of this Warrant after giving effect to such adjustment, and shall promptly cause copies of such certificates to be sent to the Holder, and shall cause a certified copy thereof to be mailed to the Company's transfer agent, if any. The adjustments provided for in Company may retain a firm of independent certified public accountants selected by the Board of Directors (who may be the regular accountants employed by the Company) to make any computation required by this Section 4.8 are cumulative 6, and will become effective immediately after a certificate signed by such firm shall be conclusive evidence of the record date orcorrectness of such adjustment. (c) If at any time, if no record date is fixedas a result of an adjustment made pursuant to the provisions of this Section 6, the effective date Holder thereafter shall become entitled to receive upon exercise of this Warrant any shares of the event which results Company other than Common Stock, thereafter the number of such other shares so receivable upon exercise of this Warrant shall be subject to adjustment from time to time in such adjustmentsa manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock contained in Section 6(a).

Adjustment of Exercise Price. (a) The Exercise Price exercise price and the number of common shares deliverable upon the exercise of the Warrants will be subject to adjustment in the event and in the manner following: (i) If and whenever the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares the Exercise Price exercise price will be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be. (ii) In case of any capital reorganization or of any reclassification of the capital of the Company SmarTire or in the case of the consolidation, merger or amalgamation of the Company SmarTire with or into any other Company (hereinafter collectively referred to as a “"Reorganization”"), each Warrant will after such Reorganization confer the right to purchase the number of shares or other securities of the Company SmarTire (or of the Company’s SmarTire's resulting from such Reorganization) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application of the provisions of this Article Four relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii). (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustments.

Adjustment of Exercise Price. (a) Number and Kind of Shares or Number of Rights. The Exercise Price Price, the number and kind of shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event the Company shall at any time after the date of this Agreement (A) declare a dividend on the Preferred Stock payable in shares deliverable of Preferred Stock, (B) subdivide the outstanding Preferred Stock, (C) combine the outstanding Preferred Stock into a smaller number of shares or (D) issue, change or alter any shares of its capital stock in a reclassification or recapitalization of the Preferred Stock (including any such reclassification or recapitalization in connection with a consolidation or merger in which the Company is the continuing or surviving Person), except as otherwise provided in this Section 11(a) and Section 7(e) hereof, the Exercise Price in effect at the time of the record date for such dividend or the effective time of such subdivision, combination, reclassification or recapitalization, and the number and kind of shares of capital stock issuable on such date or at such time, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock transfer books of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination, reclassification or recapitalization; provided, however, that in no event shall the consideration to be paid upon the exercise of a Right be less than the Warrants will be subject to adjustment in the event and in the manner following: (i) If and whenever aggregate par value of the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares capital stock of the Exercise Price will be decreased or increased proportionately as the case may be; Company issuable upon any such subdivision or consolidation the number of shares deliverable upon the exercise of a Right. If an event occurs which would require an adjustment under both Section 11(a)(i) and Section 11(a)(ii) hereof, the Warrants will adjustment provided for in this Section 11(a)(i) shall be increased or decreased proportionately as the case may bein addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii) hereof. (ii) In case Subject to the provisions of Section 24 hereof, in the event any capital reorganization Person, alone or together with its Affiliates and Associates, shall become an Acquiring Person, then, promptly following any such occurrence (a “Section 11(a)(ii) Event”), proper provision shall be made so that each holder of any reclassification a Right, except as provided in Section 7(e) hereof, shall thereafter have a right to receive, upon exercise thereof at the then current Exercise Price in accordance with the terms of this Agreement, in lieu of a number of one ten-thousandths of a share of Preferred Stock, such number of shares of Common Stock of the capital Company as shall equal the result obtained by (x) multiplying the then current Exercise Price by the then number of one ten-thousandths of a share of Preferred Stock for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event, whether or not such Right was then exercisable, and dividing that product by (y) 50% of the Fair Market Value per share of Common Stock of the Company (determined pursuant to Section 11(d)) on the date of the occurrence of a Section 11(a)(ii) Event (such number of shares being referred to as the “Adjustment Shares”). (iii) In lieu of issuing any shares of Common Stock of the Company in accordance with Section 11(a)(ii) hereof, the Company, acting by or pursuant to a resolution of the Board of Directors of the Company, may, and in the event that the number of shares of Common Stock of the Company which are authorized by the Company’s Certificate of Incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii) of this Section 11(a), the Company, acting by or pursuant to a resolution of the Board of Directors of the Company, shall: (A) determine the excess of (X) the Fair Market Value of the Adjustment Shares issuable upon the exercise of a Right (the “Current Value”) over (Y) the Exercise Price attributable to each Right (such excess being referred to as the “Spread”) and (B) with respect to all or a portion of each Right (subject to Section 7(e) hereof), make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Exercise Price, (1) Common Stock of the Company or in the case of the consolidationequity securities, merger or amalgamation if any, of the Company with or into any other than Common Stock of the Company (hereinafter collectively including, without limitation, shares, or units of shares, of Preferred Stock that the Board of Directors of the Company has determined to have the same value as shares of Common Stock of the Company (such shares of Preferred Stock being referred to herein as a “ReorganizationCommon Stock Equivalents”)), each Warrant will after such Reorganization confer (2) cash, (3) a reduction in the right Exercise Price, (4) Preferred Stock Equivalents which the Board of Directors of the Company has deemed to purchase have the number same value as shares of shares Common Stock of the Company, (5) debt securities of the Company, (6) other assets or other securities of the Company or (or 7) any combination of the foregoing, having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board of Directors of the Company after receiving the advice of a nationally recognized investment banking firm selected by the Board of Directors of the Company’s resulting from such Reorganization; provided, however, that if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) days following the later of (x) the first occurrence of a Section 11(a)(ii) Event and (y) the date on which the Warrant Holder would have been entitled Company’s right of redemption pursuant to Section 23(a) expires (the later of (x) and (y) being referred to herein as the “Section 11(a)(ii) Trigger Date”), then the Company shall be obligated to deliver, upon Reorganization if the Warrant Holder had been surrender for exercise of a shareholder at Right and without requiring payment of the time Exercise Price, shares of such Reorganization. In any such caseCommon Stock of the Company (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board of Directors of the Company shall determine in good faith that it is likely that sufficient additional shares of Common Stock of the Company could be authorized for issuance upon exercise in full of the Rights, the 30-day period set forth above may be extended to the extent necessary, but not more than ninety (90) days after the Section 11(a)(ii) Trigger Date, in order that the Company may seek stockholder approval for the authorization of such additional shares (such period, as it may be extended, being referred to herein as the “Substitution Period”). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof, that such action shall apply uniformly to all outstanding Rights and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate adjustments will form of distribution to be made in pursuant to such first sentence and to determine the application value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the provisions Rights has been temporarily suspended and a public announcement at such time as the suspension is no longer in effect. For purposes of this Article Four relating to Section 11(a)(iii), the rights and interest thereafter value of the Holders Common Stock of the Warrants so that Company and of the provisions Preferred Stock shall be the Fair Market Value (as determined pursuant to Section 11(d) hereof) per share of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization Common Stock of the Company and the Preferred Stock, respectively, on the exercise Section 11(a)(ii) Trigger Date, the value of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not Common Stock Equivalent shall be deemed to have the same value as the Common Stock of the Company on such date and the value of any Preferred Stock Equivalent shall be a Reorganization for deemed to have the purposes of this clause 4.8(a)(ii)same value as the Preferred Stock on such date. (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after If the Company shall fix a record date orfor the issuance of rights, options or warrants to all holders of Preferred Stock entitling them (for a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase Preferred Stock (or securities having the same or more favorable rights, privileges and preferences as the shares of Preferred Stock (“Preferred Stock Equivalents”)) or securities convertible into Preferred Stock or Preferred Stock Equivalents at a price per share of Preferred Stock or per share of Preferred Stock Equivalents (or having a conversion price per share, if a security convertible into Preferred Stock or Preferred Stock Equivalents) less than the Fair Market Value (as determined pursuant to Section 11(d) hereof) per share of Preferred Stock on such record date, the Exercise Price to be in effect after such record date shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock outstanding on such record date, plus the number of shares of Preferred Stock which the aggregate offering price of the total number of shares of Preferred Stock and/or Preferred Stock Equivalents to be offered (and the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such Fair Market Value and the denominator of which shall be the number of shares of Preferred Stock outstanding on such record date, plus the number of additional shares of Preferred Stock and Preferred Stock Equivalents to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of a Right be less than the aggregate par value of the shares of stock of the Company issuable upon exercise of a Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be the Fair Market Value thereof determined in accordance with Section 11(d) hereof. Shares of Preferred Stock owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the effective Exercise Price shall be adjusted to be the Exercise Price which would then be in effect if such record date had not been fixed. (c) If the Company shall fix a record date for the making of a distribution to all holders of Preferred Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), of evidences of indebtedness, cash (other than a regular periodic cash dividend out of the earnings or retained earnings of the Company), assets (other than a dividend payable in Preferred Stock, but including any dividend payable in stock other than Preferred Stock) or convertible securities, subscription rights or warrants (excluding those referred to in Section 11(b)), the Exercise Price to be in effect after such record date shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the Fair Market Value (as determined pursuant to Section 11(d) hereof) per one ten-thousandth of a share of Preferred Stock on such record date, less the Fair Market Value (as determined pursuant to Section 11(d) hereof) of the portion of the cash, assets or evidences of indebtedness so to be distributed or of such convertible securities, subscription rights or warrants applicable to one ten-thousandth of a share of Preferred Stock and the denominator of which shall be the Fair Market Value (as determined pursuant to Section 11(d) hereof) per one ten-thousandth of a share of Preferred Stock; provided, however, that in no event shall the consideration to be paid upon the exercise of a Right be less than the aggregate par value of the shares of stock of the Company issuable upon exercise of a Right. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Exercise Price shall again be adjusted to be the Exercise Price which results would be in effect if such adjustmentsrecord date had not been fixed. (d) For the purpose of this Agreement, the “Fair Market Value” of any share of Preferred Stock, Common Stock or any other stock or any Right or other security or any other property shall be determined as provided in this Section 11(d). (i) In the case of a publicly-traded stock or other security, the Fair Market Value on any date shall be deemed to be the average of the daily closing prices per share of such stock or per unit of such other security for the thirty (30) consecutive Trading Days (as such term is hereinafter defined) immediately prior to such date; provided, however, that in the event that the Fair Market Value per share of any share of stock is determined during a period following the announcement by the issuer of such stock of (x) a dividend or distribution on such stock payable in shares of such stock or securities convertible into shares of such stock or (y) any subdivision, combination or reclassification of such stock, and prior to the expiration of the 30 Trading Day period after the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification, then, and in each such case, the Fair Market Value shall be properly adjusted to take into account ex-dividend trading. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the securities are not listed or admitted to trading on the New York Stock Exchange, as

Adjustment of Exercise Price. Subject to the provisions of this Article III, the Exercise Price in effect from time to time shall be subject to adjustment, as follows: (a) The In case the Company shall at any time after the date hereof (i) declare a dividend or make a distribution on the outstanding Common Stock payable in shares of its capital stock, (ii) subdivide the outstanding Common Stock into a greater number of shares, (iii) combine the outstanding Common Stock into a smaller number of shares, or (iv) issue any shares of its capital stock by reclassification of the Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), then, in each case, the Exercise Price in effect, and the number of shares deliverable of Common Stock issuable upon the exercise of the Warrants will be subject to adjustment in the event and in the manner following: (i) If and whenever the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares the Exercise Price will be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be. (ii) In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidationoutstanding, merger or amalgamation of the Company with or into any other Company (hereinafter collectively referred to as a “Reorganization”), each Warrant will after such Reorganization confer the right to purchase the number of shares or other securities of the Company (or of the Company’s resulting from such Reorganization) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of the record date for such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application dividend or of the provisions effective date of this Article Four relating to such subdivision, combination or reclassification, shall be proportionately adjusted so that the rights and interest thereafter of the Holders holders of the Warrants so that after such time shall be entitled to receive the provisions aggregate number and kind of this Article Four will shares which, if such Warrants had been exercised immediately prior to such time, such holders would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification. Such adjustment shall be made applicable as nearly as reasonably possible to successively whenever any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii)event listed above shall occur. (b) The adjustments provided In case the Company shall distribute to all holders of Common Stock (including any such distribution made to the shareholders of the Company in 22 5 connection with a consolidation or merger in which the Company is the continuing corporation, but excluding any such distribution made to the shareholders of the Company in connection with a consolidation or merger in which the Company is not the continuing corporation) evidences of its indebtedness, cash or assets (other than (i) distributions and dividends referred to in Section 3.1(a) in shares of Common Stock or (ii) any non-extraordinary cash dividends paid out of retained earnings from current operations), or rights, options or warrants to subscribe for or purchase capital stock, or securities convertible into or exchangeable for shares of capital stock, then, in this each case, the Exercise Price shall be reduced (and the number of shares issuable adjusted in accordance with Section 4.8 are cumulative and will become effective 3.5) to the price determined by multiplying the Exercise Price in effect immediately after prior to the record date or(the "Distribution Record Date") for the determination of shareholders of the Company entitled to receive such distribution by a fraction, (x) the numerator of which shall be the Current Market Price (as determined pursuant to Section 3.2 hereof) per share of Common Stock immediately prior to the Distribution Record Date, less the reduction, if no record date is fixedany, in the fair value of a share of Common Stock (as reasonably determined by the Board of Directors of the Company, taking into account, where applicable, the effective date market price of the event Common Stock following the Distribution Record Date) as a result of such distribution and (y) the denominator of which results in such adjustmentsshall be the Current Market Price per share of Common Stock immediately prior to the Distribution Record Date. Such adjustment shall become effective at the close of business on the Distribution Record Date.

Adjustment of Exercise Price. (a) Number and Kind of Shares or Number of Rights. The Exercise Price Price, the number and kind of shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event the Company shall at any time after the date of this Agreement (A) declare a dividend on the Preferred Stock payable in shares deliverable of Preferred Stock, (B) subdivide the outstanding Preferred Stock, (C) combine the outstanding Preferred Stock into a smaller number of shares or (D) issue, change or alter any shares of its capital stock in a reclassification or recapitalization of the Preferred Stock (including any such reclassification or recapitalization in connection with a consolidation or merger in which the Company is the continuing or surviving Person), except as otherwise provided in this Section 11(a) and Section 7(e) hereof, the Exercise Price in effect at the time of the record date for such dividend or the effective time of such subdivision, combination, reclassification or recapitalization, and the number and kind of shares of capital stock issuable on such date or at such time, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock transfer books of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination, reclassification or recapitalization; provided, however, that in no event shall the consideration to be paid upon the exercise of a Right be less than the Warrants will be subject to adjustment in the event and in the manner following: (i) If and whenever aggregate par value of the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares capital stock of the Exercise Price will be decreased or increased proportionately as the case may be; Company issuable upon any such subdivision or consolidation the number of shares deliverable upon the exercise of a Right. If an event occurs which would require an adjustment under both Section 11(a)(i) and Section 11(a)(ii) hereof, the Warrants will adjustment provided for in this Section 11(a)(i) shall be increased or decreased proportionately as the case may bein addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii) hereof. (ii) In case Subject to the provisions of Section 24 hereof, in the event any capital reorganization Person, alone or together with its Affiliates and Associates, shall become an Acquiring Person, then, promptly following any such occurrence (a “Section 11(a)(ii) Event”), proper provision shall be made so that each holder of any reclassification a Right, except as provided in Section 7(e) hereof, shall thereafter have a right to receive, upon exercise thereof at the then current Exercise Price in accordance with the terms of this Agreement, in lieu of a number of one ten-thousandths of a share of Preferred Stock, such number of shares of Common Stock of the capital Company as shall equal the result obtained by (x) multiplying the then current Exercise Price by the then number of one ten-thousandths of a share of Preferred Stock for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event, whether or not such Right was then exercisable, and dividing that product by (y) 50% of the Fair Market Value per share of Common Stock of the Company (determined pursuant to Section 11(d)) on the date of the occurrence of a Section 11(a)(ii) Event (such number of shares being referred to as the “Adjustment Shares”). (iii) In lieu of issuing any shares of Common Stock of the Company in accordance with Section 11(a)(ii) hereof, the Company, acting by or pursuant to a resolution of the Board of Directors of the Company, may, and in the event that the number of shares of Common Stock of the Company which are authorized by the Company’s Certificate of Incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii) of this Section 11(a), the Company, acting by or pursuant to a resolution of the Board of Directors of the Company, shall: (A) determine the excess of (X) the Fair Market Value of the Adjustment Shares issuable upon the exercise of a Right (the “Current Value”) over (Y) the Exercise Price attributable to each Right (such excess being referred to as the “Spread”) and (B) with respect to all or a portion of each Right (subject to Section 7(e) hereof), make adequate provision to substitute for the Adjustment Shares, upon payment of the Exercise Price, (1) Common Stock of the Company or in the case of the consolidationequity securities, merger or amalgamation if any, of the Company with or into any other than Common Stock of the Company (hereinafter collectively including, without limitation, shares, or units of shares, of Preferred Stock that the Board of Directors of the Company has determined to have the same value as shares of Common Stock of the Company (such shares of Preferred Stock being referred to herein as a “ReorganizationCommon Stock Equivalents”)), each Warrant will after such Reorganization confer (2) cash, (3) a reduction in the right Exercise Price, (4) Preferred Stock Equivalents which the Board of Directors of the Company has deemed to purchase have the number same value as shares of shares Common Stock of the Company, (5) debt securities of the Company, (6) other assets or other securities of the Company or (or 7) any combination of the foregoing, having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board of Directors of the Company after receiving the advice of a nationally recognized investment banking firm selected by the Board of Directors of the Company’s resulting from such Reorganization; provided, however, that if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) days following the later of (x) the first occurrence of a Section 11(a)(ii) Event and (y) the date on which the Warrant Holder would have been entitled Company’s right of redemption pursuant to Section 23(a) expires (the later of (x) and (y) being referred to herein as the “Section 11(a)(ii) Trigger Date”), then the Company shall be obligated to deliver, upon Reorganization if the Warrant Holder had been surrender for exercise of a shareholder at Right and without requiring payment of the time Exercise Price, shares of such Reorganization. In any such caseCommon Stock of the Company (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board of Directors of the Company shall determine in good faith that it is likely that sufficient additional shares of Common Stock of the Company could be authorized for issuance upon exercise in full of the Rights, the 30-day period set forth above may be extended to the extent necessary, but not more than ninety (90) days after the Section 11(a)(ii) Trigger Date, in order that the Company may seek stockholder approval for the authorization of such additional shares (such period, as it may be extended, being referred to herein as the “Substitution Period”). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof, that such action shall apply uniformly to all outstanding Rights and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate adjustments will form of distribution to be made in pursuant to such first sentence and to determine the application value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the provisions Rights has been temporarily suspended and a public announcement at such time as the suspension is no longer in effect. For purposes of this Article Four relating to Section 11(a)(iii), the rights and interest thereafter value of the Holders Common Stock of the Warrants so that Company and of the provisions Preferred Stock shall be the Fair Market Value (as determined pursuant to Section 11(d) hereof) per share of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization Common Stock of the Company and the Preferred Stock, respectively, on the exercise Section 11(a)(ii) Trigger Date, the value of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not Common Stock Equivalent shall be deemed to have the same value as the Common Stock of the Company on such date and the value of any Preferred Stock Equivalent shall be a Reorganization for deemed to have the purposes of this clause 4.8(a)(ii)same value as the Preferred Stock on such date. (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after If the Company shall fix a record date orfor the issuance of rights, options or warrants to all holders of Preferred Stock entitling them (for a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase Preferred Stock (or securities having the same or more favorable rights, privileges and preferences as the shares of Preferred Stock (“Preferred Stock Equivalents”)) or securities convertible into Preferred Stock or Preferred Stock Equivalents at a price per share of Preferred Stock or per share of Preferred Stock Equivalents (or having a conversion price per share, if a security convertible into Preferred Stock or Preferred Stock Equivalents) less than the Fair Market Value (as determined pursuant to Section 11(d) hereof) per share of Preferred Stock on such record date, the Exercise Price to be in effect after such record date shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock outstanding on such record date, plus the number of shares of Preferred Stock which the aggregate offering price of the total number of shares of Preferred Stock and/or Preferred Stock Equivalents to be offered (and the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such Fair Market Value and the denominator of which shall be the number of shares of Preferred Stock outstanding on such record date, plus the number of additional shares of Preferred Stock and Preferred Stock Equivalents to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of a Right be less than the aggregate par value of the shares of stock of the Company issuable upon exercise of a Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be the Fair Market Value thereof determined in accordance with Section 11(d) hereof. Shares of Preferred Stock owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the effective Exercise Price shall be adjusted to be the Exercise Price which would then be in effect if such record date had not been fixed. (c) If the Company shall fix a record date for the making of a distribution to all holders of Preferred Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), of evidences of indebtedness, cash (other than a regular periodic cash dividend out of the earnings or retained earnings of the Company), assets (other than a dividend payable in Preferred Stock, but including any dividend payable in stock other than Preferred Stock) or convertible securities, subscription rights or warrants (excluding those referred to in Section 11(b)), the Exercise Price to be in effect after such record date shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the Fair Market Value (as determined pursuant to Section 11(d) hereof) per one ten-thousandth of a share of Preferred Stock on such record date, less the Fair Market Value (as determined pursuant to Section 11(d) hereof) of the portion of the cash, assets or evidences of indebtedness so to be distributed or of such convertible securities, subscription rights or warrants applicable to one ten-thousandth of a share of Preferred Stock and the denominator of which shall be the Fair Market Value (as determined pursuant to Section 11(d) hereof) per one ten-thousandth of a share of Preferred Stock; provided, however, that in no event shall the consideration to be paid upon the exercise of a Right be less than the aggregate par value of the shares of stock of the Company issuable upon exercise of a Right. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Exercise Price shall again be adjusted to be the Exercise Price which results would be in effect if such adjustmentsrecord date had not been fixed. (d) For the purpose of this Agreement, the “Fair Market Value” of any share of Preferred Stock, Common Stock or any other stock or any Right or other security or any other property shall be determined as provided in this Section 11(d). (i) In the case of a publicly-traded stock or other security, the Fair Market Value on any date shall be deemed to be the average of the daily closing prices per share of such stock or per unit of such other security for the thirty (30) consecutive Trading Days (as such term is hereinafter defined) immediately prior to such date; provided, however, that in the event that the Fair Market Value per share of any share of stock is determined during a period following the announcement by the issuer of such stock of (x) a dividend or distribution on such stock payable in shares of such stock or securities convertible into shares of such stock or (y) any subdivision, combination or reclassification of such stock, and prior to the expiration of the 30 Trading Day period after the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification, then, and in each such case, the Fair Market Value shall be properly adjusted to take into account ex-dividend trading. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes

Adjustment of Exercise Price. (a) Number and Kind of Shares or Number of Rights. The Exercise Price Price, the number and kind of shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event the Company shall at any time after the date of this Agreement (A) declare a dividend on the Preferred Stock payable in shares deliverable of Preferred Stock, (B) subdivide the outstanding Preferred Stock, (C) combine the outstanding Preferred Stock into a smaller number of shares or (D) issue, change or alter any shares of its capital stock in a reclassification or recapitalization of the Preferred Stock (including any such reclassification or recapitalization in connection with a consolidation or merger in which the Company is the continuing or surviving Person), except as otherwise provided in this Section 11(a) and Section 7(e) hereof, the Exercise Price in effect at the time of the record date for such dividend or the effective time of such subdivision, combination, reclassification or recapitalization, and the number and kind of shares of capital stock issuable on such date or at such time, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock transfer books of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination, reclassification or recapitalization; provided, however, that in no event shall the consideration to be paid upon the exercise of a Right be less than the Warrants will be subject to adjustment in the event and in the manner following: (i) If and whenever aggregate par value of the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares capital stock of the Exercise Price will be decreased or increased proportionately as the case may be; Company issuable upon any such subdivision or consolidation the number of shares deliverable upon the exercise of a Right. If an event occurs that would require an adjustment under both Section 11(a)(i) and Section 11(a)(ii) hereof, the Warrants will adjustment provided for in this Section 11(a)(i) shall be increased or decreased proportionately as the case may bein addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii) hereof. (ii) In case Subject to the provisions of Section 24 hereof, in the event any capital reorganization Person, alone or together with its Affiliates and Associates, shall become an Acquiring Person, then, promptly following any such occurrence (a “Section 11(a)(ii) Event”), proper provision shall be made so that each holder of any reclassification a Right, except as provided in Section 7(e) hereof, shall thereafter have a right to receive, upon exercise thereof at the then current Exercise Price in accordance with the terms of this Agreement, in lieu of a number of one ten-thousandths of a share of Preferred Stock, such number of shares of Common Stock of the capital Company as shall equal the result obtained by (x) multiplying the then current Exercise Price by the then number of one ten-thousandths of a share of Preferred Stock for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event, whether or not such Right was then exercisable, and dividing that product by (y) the product of the Applicable Percentage and the Fair Market Value per share of Common Stock of the Company (determined pursuant to Section 11(d)) on the date of the occurrence of a Section 11(a)(ii) Event (such number of shares being referred to as the “Adjustment Shares”). (iii) In lieu of issuing any shares of Common Stock of the Company in accordance with Section 11(a)(ii) hereof, the Company, acting by or pursuant to a resolution of the Board of Directors of the Company, may, and in the event that the number of shares of Common Stock of the Company that are authorized by the Company’s Certificate of Incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii) of this Section 11(a), the Company, acting by or pursuant to a resolution of the Board of Directors of the Company, shall: (A) determine the excess of (X) the Fair Market Value of the Adjustment Shares issuable upon the exercise of a Right (the “Current Value”) over (Y) the Exercise Price attributable to each Right (such excess being referred to as the “Spread”) and (B) with respect to all or a portion of each Right (subject to Section 7(e) hereof), make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Exercise Price, (1) Common Stock of the Company or in the case of the consolidationequity securities, merger or amalgamation if any, of the Company with or into any other than Common Stock of the Company (hereinafter collectively including without limitation shares, or units of shares, of Preferred Stock that the Board of Directors of the Company has determined to have the same value as shares of Common Stock of the Company (such shares of Preferred Stock being referred to herein as a “ReorganizationCommon Stock Equivalents”)), each Warrant will after such Reorganization confer (2) cash, (3) a reduction in the right Exercise Price, (4) Preferred Stock Equivalents that the Board of Directors of the Company has deemed to purchase have the number same value as shares of shares Common Stock of the Company, (5) debt securities of the Company, (6) other assets or other securities of the Company or (or 7) any combination of the foregoing, having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board of Directors of the Company after receiving the advice of a nationally recognized investment banking firm selected by the Board of Directors of the Company’s resulting from such Reorganization; provided, however, that if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) days following the later of (x) the first occurrence of a Section 11(a)(ii) Event and (y) the date on which the Warrant Holder would have been entitled Company’s right of redemption pursuant to Section 23(a) expires (the later of (x) and (y) being referred to herein as the “Section 11(a)(ii) Trigger Date”), then the Company shall be obligated to deliver, upon Reorganization if the Warrant Holder had been surrender for exercise of a shareholder at Right and without requiring payment of the time Exercise Price, shares of such Reorganization. In any such caseCommon Stock of the Company (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board of Directors of the Company shall determine in good faith that it is likely that sufficient additional shares of Common Stock of the Company could be authorized for issuance upon exercise in full of the Rights, the 30-day period set forth above may be extended to the extent necessary, but not more than ninety (90) days after the Section 11(a)(ii) Trigger Date, in order that the Company may seek stockholder approval for the authorization of such additional shares (such period, as it may be extended, being referred to herein as the “Substitution Period”). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof, that such action shall apply uniformly to all outstanding Rights and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate adjustments will form of distribution to be made in pursuant to such first sentence and to determine the application value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the provisions Rights has been temporarily suspended and a public announcement at such time as the suspension is no longer in effect. For purposes of this Article Four relating to Section 11(a)(iii), the rights and interest thereafter value of the Holders Common Stock of the Warrants so that Company and of the provisions Preferred Stock shall be the Fair Market Value (as determined pursuant to Section 11(d) hereof) per share of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization Common Stock of the Company and the Preferred Stock, respectively, on the exercise Section 11(a)(ii) Trigger Date, the value of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not Common Stock Equivalent shall be deemed to have the same value as the Common Stock of the Company on such date and the value of any Preferred Stock Equivalent shall be a Reorganization for deemed to have the purposes of this clause 4.8(a)(ii)same value as the Preferred Stock on such date. (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after If the Company shall fix a record date orfor the issuance of rights, options or warrants to all holders of Preferred Stock entitling them (for a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase Preferred Stock (or securities having the same or more favorable rights, privileges and preferences as the shares of Preferred Stock (“Preferred Stock Equivalents”)) or securities convertible into Preferred Stock or Preferred Stock Equivalents at a price per share of Preferred Stock or per share of Preferred Stock Equivalents (or having a conversion price per share, if a security convertible into Preferred Stock or Preferred Stock Equivalents) less than the Fair Market Value (as determined pursuant to Section 11(d) hereof) per share of Preferred Stock on such record date, the Exercise Price to be in effect after such record date shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock outstanding on such record date, plus the number of shares of Preferred Stock which the aggregate offering price of the total number of shares of Preferred Stock and/or Preferred Stock Equivalents to be offered (and the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such Fair Market Value and the denominator of which shall be the number of shares of Preferred Stock outstanding on such record date, plus the number of additional shares of Preferred Stock and Preferred Stock Equivalents to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of a Right be less than the aggregate par value of the shares of stock of the Company issuable upon exercise of a Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be the Fair Market Value thereof determined in accordance with Section 11(d) hereof. Shares of Preferred Stock owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the effective Exercise Price shall be adjusted to be the Exercise Price which would then be in effect if such record date had not been fixed. (c) If the Company shall fix a record date for the making of a distribution to all holders of Preferred Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), of evidences of indebtedness, cash (other than a regular periodic cash dividend out of the earnings or retained earnings of the Company), assets (other than a dividend payable in Preferred Stock, but including any dividend payable in stock other than Preferred Stock) or convertible securities, subscription rights or warrants (excluding those referred to in Section 11(b)), the Exercise Price to be in effect after such record date shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the Fair Market Value (as determined pursuant to Section 11(d) hereof) per one ten-thousandth of a share of Preferred Stock on such record date, less the Fair Market Value (as determined pursuant to Section 11(d) hereof) of the portion of the cash, assets or evidences of indebtedness so to be distributed or of such convertible securities, subscription rights or warrants applicable to one ten-thousandth of a share of Preferred Stock and the denominator of which shall be the Fair Market Value (as determined pursuant to Section 11(d) hereof) per one ten-thousandth of a share of Preferred Stock; provided, however, that in no event shall the consideration to be paid upon the exercise of a Right be less than the aggregate par value of the shares of stock of the Company issuable upon exercise of a Right. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Exercise Price shall again be adjusted to be the Exercise Price which results would be in effect if such record date had not been fixed. (d) For the purpose of this Agreement, the “Fair Market Value” of any share of Preferred Stock, Common Stock or any other stock or any Right or other security or any other property shall be determined as provided in this Section 11(d). (i) In the case of a publicly-traded stock or other security, the Fair Market Value on any date shall be deemed to be the average of the daily closing prices per share of such stock or per unit of such other security for the 30 consecutive Trading Days (as such term is hereinafter defined) immediately prior to such date; provided, however, that in the event that the Fair Market Value per share of any share of stock is determined during a period following the announcement by the issuer of such stock of (x) a dividend or distribution on such stock payable in shares of such stock or securities convertible into shares of such stock or (y) any subdivision, combination or reclassification of such stock, and prior to the expiration of the 30 Trading Day period after the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification, then, and in each such case, the Fair Market Value shall be properly adjusted to take into account ex-dividend trading. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the securities are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which such security is listed or admitted to trading; or, if not listed or admitted to trading on any national securities exchange, the last quoted price (or, if not so quoted, the average of the last quoted high bid and low asked prices) in the over-the-counter market, as reported by the OTC Bulletin Board, the Pink Sheets or such other system then in use; or, if on any such date no bids for such security are quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in such adjustments.security selected by the Board of Directors of the Company. If on any such date no market maker is making a market in such security, the Fair Market Value of such security on such date shall be determined reasonably and with utmost good faith to

Adjustment of Exercise Price. (a) Number and Kind of Shares or Number of Rights. The Exercise Price Price, the number and kind of shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event the Company shall at any time after the date of this Agreement (A) declare a dividend on the Preferred Stock payable in shares deliverable of Preferred Stock, (B) subdivide the outstanding Preferred Stock, (C) combine the outstanding Preferred Stock into a smaller number of shares or (D) issue, change or alter any shares of its capital stock in a reclassification or recapitalization of the Preferred Stock (including any such reclassification or recapitalization in connection with a consolidation or merger in which the Company is the continuing or surviving Person), except as otherwise provided in this Section 11(a) and Section 7(e) hereof, the Exercise Price in effect at the time of the record date for such dividend or the effective time of such subdivision, combination, reclassification or recapitalization, and the number and kind of shares of capital stock issuable on such date or at such time, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock transfer books of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination, reclassification or recapitalization; provided, however, that in no event shall the consideration to be paid upon the exercise of a Right be less than the Warrants will be subject to adjustment in the event and in the manner following: (i) If and whenever aggregate par value of the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares capital stock of the Exercise Price will be decreased or increased proportionately as the case may be; Company issuable upon any such subdivision or consolidation the number of shares deliverable upon the exercise of a Right. If an event occurs which would require an adjustment under both Section 11(a)(i) and Section 11(a)(ii) hereof, the Warrants will adjustment provided for in this Section 11(a)(i) shall be increased or decreased proportionately as the case may bein addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii) hereof. (ii) In case Subject to the provisions of Section 24 hereof, in the event any capital reorganization Person, alone or together with its Affiliates and Associates and any other Person with whom such Person is Acting in Concert, shall become an Acquiring Person, then, promptly following any such occurrence (a “Section 11(a)(ii) Event”), proper provision shall be made so that each holder of any reclassification a Right, except as provided in Section 7(e) hereof, shall thereafter have a right to receive, upon exercise thereof at the then current Exercise Price in accordance with the terms of this Agreement, in lieu of a number of one ten-thousandths of a share of Preferred Stock, such number of shares of Common Stock of the capital Company as shall equal the result obtained by (x) multiplying the then current Exercise Price by the then number of one ten-thousandths of a share of Preferred Stock for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event, whether or not such Right was then exercisable, and dividing that product by (y) 50% of the Fair Market Value per share of Common Stock of the Company (determined pursuant to Section 11(d)) on the date of the occurrence of a Section 11(a)(ii) Event (such number of shares being referred to as the “Adjustment Shares”). (iii) In lieu of issuing any shares of Common Stock of the Company in accordance with Section 11(a)(ii) hereof, the Company, acting by or pursuant to a resolution of the Board of Directors of the Company, may, and in the event that the number of shares of Common Stock of the Company which are authorized by the Company’s Certificate of Incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii) of this Section 11(a), the Company, acting by or pursuant to a resolution of the Board of Directors of the Company, shall: (A) determine the excess of (X) the Fair Market Value of the Adjustment Shares issuable upon the exercise of a Right (the “Current Value”) over (Y) the Exercise Price attributable to each Right (such excess being referred to as the “Spread”) and (B) with respect to all or a portion of each Right (subject to Section 7(e) hereof), make adequate provision to substitute for the Adjustment Shares, upon payment of the Exercise Price, (1) Common Stock of the Company or in the case of the consolidationequity securities, merger or amalgamation if any, of the Company with or into any other than Common Stock of the Company (hereinafter collectively including, without limitation, shares, or units of shares, of Preferred Stock that the Board of Directors of the Company has determined to have the same value as shares of Common Stock of the Company (such shares of Preferred Stock being referred to herein as “Common Stock Equivalents”)), (2) cash, (3) a reduction in the Exercise Price, (4) Preferred Stock Equivalents which the Board of Directors of the Company has deemed to have the same value as shares of Common Stock of the Company, (5) debt securities of the Company, (6) other assets or securities of the Company or (7) any combination of the foregoing, having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board of Directors of the Company after receiving the advice of a nationally recognized investment banking firm selected by the Board of Directors of the Company; provided, however, that if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) days following the later of (x) the first occurrence of a Section 11(a)(ii) Event and (y) the date on which the Company’s right of redemption pursuant to Section 23(a) expires (the later of (x) and (y) being referred to herein as the “ReorganizationSection 11(a)(ii) Trigger Date”), each Warrant will then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Exercise Price, shares of Common Stock of the Company (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board of Directors of the Company shall determine in good faith that it is likely that sufficient additional shares of Common Stock of the Company could be authorized for issuance upon exercise in full of the Rights, the 30-day period set forth above may be extended to the extent necessary, but not more than ninety (90) days after the Section 11(a)(ii) Trigger Date, in order that the Company may seek stockholder approval for the authorization of such additional shares (such period, as it may be extended, being referred to herein as the “Substitution Period”). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof, that such action shall apply uniformly to all outstanding Rights and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended and a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of the Common Stock of the Company and of the Preferred Stock shall be the Fair Market Value (as determined pursuant to Section 11(d) hereof) per share of the Common Stock of the Company and the Preferred Stock, respectively, on the Section 11(a)(ii) Trigger Date, the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock of the Company on such date and the value of any Preferred Stock Equivalent shall be deemed to have the same value as the Preferred Stock on such date. (b) If the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock entitling them (for a period expiring within forty-five (45) calendar days after such Reorganization confer record date) to subscribe for or purchase Preferred Stock (or securities having the right same or more favorable rights, privileges and preferences as the shares of Preferred Stock (“Preferred Stock Equivalents”)) or securities convertible into Preferred Stock or Preferred Stock Equivalents at a price per share of Preferred Stock or per share of Preferred Stock Equivalents (or having a conversion price per share, if a security convertible into Preferred Stock or Preferred Stock Equivalents) less than the Fair Market Value (as determined pursuant to purchase Section 11(d) hereof) per share of Preferred Stock on such record date, the Exercise Price to be in effect after such record date shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock outstanding on such record date, plus the number of shares of Preferred Stock which the aggregate offering price of the total number of shares of Preferred Stock and/or Preferred Stock Equivalents to be offered (and the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such Fair Market Value and the denominator of which shall be the number of shares of Preferred Stock outstanding on such record date, plus the number of additional shares of Preferred Stock and Preferred Stock Equivalents to be offered for subscription or other purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of a Right be less than the aggregate par value of the shares of stock of the Company issuable upon exercise of a Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be the Fair Market Value thereof determined in accordance with Section 11(d) hereof. Shares of Preferred Stock owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Exercise Price shall be adjusted to be the Exercise Price which would then be in effect if such record date had not been fixed. (c) If the Company shall fix a record date for the making of a distribution to all holders of Preferred Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), of evidences of indebtedness, cash (other than a regular periodic cash dividend out of the earnings or retained earnings of the Company’s resulting from ), assets (other than a dividend payable in Preferred Stock, but including any dividend payable in stock other than Preferred Stock) or convertible securities, subscription rights or warrants (excluding those referred to in Section 11(b)), the Exercise Price to be in effect after such Reorganizationrecord date shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the Fair Market Value (as determined pursuant to Section 11(d) hereof) per one ten-thousandth of a share of Preferred Stock on such record date, less the Fair Market Value (as determined pursuant to Section 11(d) hereof) of the portion of the cash, assets or evidences of indebtedness so to be distributed or of such convertible securities, subscription rights or warrants applicable to one ten-thousandth of a share of Preferred Stock and the denominator of which shall be the Warrant Holder Fair Market Value (as determined pursuant to Section 11(d) hereof) per one ten-thousandth of a share of Preferred Stock; provided, however, that in no event shall the consideration to be paid upon the exercise of a Right be less than the aggregate par value of the shares of stock of the Company issuable upon exercise of a Right. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Exercise Price shall again be adjusted to be the Exercise Price which would have be in effect if such record date had not been entitled fixed. (d) For the purpose of this Agreement, the “Fair Market Value” of any share of Preferred Stock, Common Stock or any other stock or any Right or other security or any other property shall be determined as provided in this Section 11(d). (i) In the case of a publicly-traded stock or other security, the Fair Market Value on any date shall be deemed to upon Reorganization be the average of the daily closing prices per share of such stock or per unit of such other security for the thirty (30) consecutive Trading Days (as such term is hereinafter defined) immediately prior to such date; provided, however, that in the event that the Fair Market Value per share of any share of stock is determined during a period following the announcement by the issuer of such stock of (x) a dividend or distribution on such stock payable in shares of such stock or securities convertible into shares of such stock or (y) any subdivision, combination or reclassification of such stock, and prior to the expiration of the 30 Trading Day period after the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification, then, and in each such case, the Fair Market Value shall be properly adjusted to take into account ex-dividend trading. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the Nasdaq Stock Market or, if the Warrant Holder had been securities are not listed or admitted to trading on the Nasdaq Stock Market, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which such security is listed or admitted to trading; or, if not listed or admitted to trading on any national securities exchange, the last quoted price (or, if not so quoted, the average of the last quoted high bid and low asked prices) in the over-the-counter market, as reported by the OTC Bulletin Board, the Pink Sheets or such other system then in use; or, if on any such date no bids for such security are quoted by any such organization, the average of the closing bid and asked prices as furnished by a shareholder professional market maker making a market in such security selected by the Board of Directors of the Company. If on any such date no market maker is making a market in such security, the Fair Market Value of such security on such date shall be determined reasonably and with utmost good faith to the holders of the Rights by the Board of Directors of the Company; provided, however, that if at the time of such Reorganization. In any determination there is an Acquiring Person, the Fair Market Value of such case, if necessary, appropriate adjustments will security on such date shall be made in determined by a nationally recognized investment banking firm selected by the application Board of Directors of the provisions of this Article Four relating to Company, which determination shall be described in a statement filed with the rights Rights Agent and interest thereafter shall be binding on the Rights Agent and the holders of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the WarrantsRights. The subdivision term “Trading Day” shall mean a day on which the principal national securities exchange on which such security is listed or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed admitted to be a Reorganization trading is open for the purposes transaction of this clause 4.8(a)(ii). (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after the record date business or, if no record date such security is fixednot listed or admitted to trading on any national securities exchange, the effective date of the event which results in such adjustmentsa Business Day.

Adjustment of Exercise Price. (a) Number and Kind of Shares or Number of Rights. The Exercise Price Price, the number and kind of shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event the Company shall at any time after the date of this Agreement (A) declare a dividend on the Preferred Stock payable in shares deliverable of Preferred Stock, (B) subdivide the outstanding Preferred Stock, (C) combine the outstanding Preferred Stock into a smaller number of shares or (D) issue, change or alter any shares of its capital stock in a reclassification or recapitalization of the Preferred Stock (including any such reclassification or recapitalization in connection with a consolidation or merger in which the Company is the continuing or surviving Person), except as otherwise provided in this Section 11(a) and Section 7(e) hereof, the Exercise Price in effect at the time of the record date for such dividend or the effective time of such subdivision, combination, reclassification or recapitalization, and the number and kind of shares of capital stock issuable on such date or at such time, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock transfer books of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination, reclassification or recapitalization; provided, however, that in no event shall the consideration to be paid upon the exercise of a Right be less than the Warrants will be subject to adjustment in the event and in the manner following: (i) If and whenever aggregate par value of the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares capital stock of the Exercise Price will be decreased or increased proportionately as the case may be; Company issuable upon any such subdivision or consolidation the number of shares deliverable upon the exercise of a Right. If an event occurs which would require an adjustment under both Section 11(a)(i) and Section 11(a)(ii) hereof, the Warrants will adjustment provided for in this Section 11(a)(i) shall be increased or decreased proportionately as the case may bein addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii) hereof. (ii) In case Subject to the provisions of Section 24 hereof, in the event any capital reorganization Person, alone or together with its Affiliates and Associates, shall become an Acquiring Person, then, promptly following any such occurrence (a “Section 11(a)(ii) Event”), proper provision shall be made so that each holder of any reclassification a Right, except as provided in Section 7(e) hereof, shall thereafter have a right to receive, upon exercise thereof at the then current Exercise Price in accordance with the terms of this Agreement, in lieu of a number of one ten-thousandths of a share of Preferred Stock, such number of shares of Common Stock of the capital Company as shall equal the result obtained by (x) multiplying the then current Exercise Price by the then number of one ten-thousandths of a share of Preferred Stock for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event, whether or not such Right was then exercisable, and dividing that product by (y) 50% of the Fair Market Value per share of Common Stock of the Company (determined pursuant to Section 11(d)) on the date of the occurrence of a Section 11(a)(ii) Event (such number of shares being referred to as the “Adjustment Shares”). (iii) In lieu of issuing any shares of Common Stock of the Company in accordance with Section 11(a)(ii) hereof, the Company, acting by or pursuant to a resolution of the Board of Directors of the Company, may, and in the event that the number of shares of Common Stock of the Company which are authorized by the Company’s charter but not outstanding or required to be available for issuance for purposes other than upon exercise of the Rights is not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii) of this Section 11(a), the Company, acting by or pursuant to a resolution of the Board of Directors of the Company, shall: (A) determine the excess of (X) the Fair Market Value of the Adjustment Shares issuable upon the exercise of a Right (the “Current Value”) over (Y) the Exercise Price attributable to each Right (such excess being referred to as the “Spread”) and (B) with respect to all or a portion of each Right (subject to Section 7(e) hereof), make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Exercise Price, (1) Common Stock of the Company or equity securities, if any, of the Company other than Common Stock of the Company (including without limitation shares, or units of shares, of Preferred Stock that the Board of Directors of the Company has determined to have the same value as shares of Common Stock of the Company (such shares of Preferred Stock being referred to herein as “Common Stock Equivalents”)), (2) cash, (3) a reduction in the case Exercise Price, (4) Preferred Stock Equivalents which the Board of Directors of the consolidationCompany has deemed to have the same value as shares of Common Stock of the Company, merger (5) debt securities of the Company, (6) other assets or amalgamation securities of the Company or (7) any combination of the foregoing, having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board of Directors of the Company after receiving the advice of a nationally recognized investment banking firm selected by the Board of Directors of the Company; provided, however, that if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) days following the later of (x) the first occurrence of a Section 11(a)(ii) Event and (y) the date on which the Company’s right of redemption pursuant to Section 23(a) expires (the later of (x) and (y) being referred to herein as the “Section 11(a)(ii) Trigger Date”), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Exercise Price, shares of Common Stock of the Company (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board of Directors of the Company shall determine in good faith that it is likely that sufficient additional shares of Common Stock of the Company could be authorized for issuance upon exercise in full of the Rights, the 30-day period set forth above may be extended to the extent necessary, but not more than ninety (90) days after the Section 11(a)(ii) Trigger Date, in order that the Company may accomplish the authorization of such additional shares (such period, as it may be extended, being referred to herein as the “Substitution Period”). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof, that (except as shall be determined by a majority of the Directors; provided, that if any stockholder action at an annual or a special meeting of the stockholders has been taken to elect a Director or Directors of the Company with or into the result that Continuing Directors do not constitute a majority of the Board of Directors, no such exception shall be made by the Directors until the 180th day following the effectiveness of such election) such action shall apply uniformly to all outstanding Rights and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any other authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company (hereinafter collectively referred to shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended and a public announcement at such time as a “Reorganization”the suspension is no longer in effect. For purposes of this Section 11(a)(iii), each Warrant will after such Reorganization confer the right to purchase value of the number of shares or other securities Common Stock of the Company (or and of the Company’s resulting from such ReorganizationPreferred Stock shall be the Fair Market Value (as determined pursuant to Section 11(d) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application hereof) per share of the provisions of this Article Four relating to the rights and interest thereafter Common Stock of the Holders of Company and the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization Preferred Stock, respectively, on the exercise Section 11(a)(ii) Trigger Date, the value of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not Common Stock Equivalent shall be deemed to have the same value as the Common Stock of the Company on such date and the value of any Preferred Stock Equivalent shall be a Reorganization for deemed to have the purposes of this clause 4.8(a)(ii)same value as the Preferred Stock on such date. (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after If the Company shall fix a record date orfor the issuance of rights, options or warrants to all holders of Preferred Stock entitling them (for a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase Preferred Stock (or securities having the same or more favorable rights, privileges and preferences as the shares of Preferred Stock (“Preferred Stock Equivalents”)) or securities convertible into Preferred Stock or Preferred Stock Equivalents at a price per share of Preferred Stock or per share of Preferred Stock Equivalents (or having a conversion price per share, if a security convertible into Preferred Stock or Preferred Stock Equivalents) less than the Fair Market Value (as determined pursuant to Section 11(d) hereof) per share of Preferred Stock on such record date, the Exercise Price to be in effect after such record date shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock outstanding on such record date, plus the number of shares of Preferred Stock which the aggregate offering price of the total number of shares of Preferred Stock and/or Preferred Stock Equivalents to be offered (and the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such Fair Market Value and the denominator of which shall be the number of shares of Preferred Stock outstanding on such record date, plus the number of additional shares of Preferred Stock and Preferred Stock Equivalents to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of a Right be less than the aggregate par value of the shares of stock of the Company issuable upon exercise of a Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be the Fair Market Value thereof determined in accordance with Section 11(d) hereof. Shares of Preferred Stock owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the effective Exercise Price shall be adjusted to be the Exercise Price which would then be in effect if such record date had not been fixed. (c) If the Company shall fix a record date for the making of a distribution to all holders of Preferred Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), of evidences of indebtedness, cash (other than a regular periodic cash dividend out of the earnings or retained earnings of the Company), assets (other than a dividend payable in Preferred Stock, but including any dividend payable in stock other than Preferred Stock) or convertible securities, subscription rights or warrants (excluding those referred to in Section 11(b)), the Exercise Price to be in effect after such record date shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the Fair Market Value (as determined pursuant to Section 11(d) hereof) per one ten-thousandth of a share of Preferred Stock on such record date, less the Fair Market Value (as determined pursuant to Section 11(d) hereof) of the portion of the cash, assets or evidences of indebtedness so to be distributed or of such convertible securities, subscription rights or warrants applicable to one ten-thousandth of a share of Preferred Stock and the denominator of which shall be the Fair Market Value (as determined pursuant to Section 11(d) hereof) per one ten-thousandth of a share of Preferred Stock; provided, however, that in no event shall the consideration to be paid upon the exercise of a Right be less than the aggregate par value of the shares of stock of the Company issuable upon exercise of a Right. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Exercise Price shall again be adjusted to be the Exercise Price which results would be in effect if such adjustmentsrecord date had not been fixed. (d) For the purpose of this Agreement, the “Fair Market Value” of any share of Preferred Stock, Common Stock or any other stock or any Right or other security or any other property shall be determined as provided in this Section 11(d). (i) In the case of a publicly-traded stock or other security, the Fair Market Value on any date shall be deemed to be the average of the daily closing prices per share of such stock or per unit of such other security for the thirty (30) consecutive Trading Days (as such term is hereinafter defined) immediately prior to such date; provided, however, that in the event that the Fair Market Value per share of any share of stock is determined during a period following the announcement by the issuer of such stock of (x) a dividend or distribution on such stock payable in shares of such stock or securities convertible into shares of such stock or (y) any subdivision, combination or reclassification of such stock, and prior to the expiration of the 30 Trading Day period after the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification, then, and in each such case, the Fair Market Value shall be properly adjusted to take into account ex-dividend trading. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the securities are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which such security is listed or admitted to trading; or, if not listed or admitted to trading on any national securities exchange, the last quoted price (or, if not so quoted, the average of the last quoted high bid and low asked prices) in the over-the-counter market, as reported by the OTC Bulletin Board, the Pink Sheets or such other system then in use; or, if on any such

Adjustment of Exercise Price. (a) The Exercise Price and the number of shares deliverable upon the exercise of the Warrants will be subject to adjustment in the event and in the manner following: (i) If and whenever the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares the Exercise Price will be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be. (ii) In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other Company (hereinafter collectively referred to as a “Reorganization”), each Warrant will after such Reorganization confer the right to purchase the number of shares or other securities of the Company (or of the Company’s resulting from such Reorganization) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application of the provisions of this Article Four relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii5.8(a). (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustments.

Adjustment of Exercise Price. (a) The In the event the Company after the date hereof shall (i) pay a dividend or make a distribution in shares of capital stock of the Company, or (ii) subdivide its outstanding shares of Common Stock, or (iii) combine its outstanding shares of Common Stock into a smaller number of shares, or (iv) issue by reclassification of its shares of Common Stock any shares of capital stock of the Company, the exercise right and the Exercise Price and in effect immediately prior to such action shall be adjusted so that the holder of any Warrant thereafter surrendering such Warrant for exercise shall be entitled to receive the number of shares deliverable of capital stock of the Company that such holder would have owned immediately following such action had such Warrant been exercised immediately prior to the record date for such action or to such action, as appropriate. An adjustment made pursuant to this Section 4.6 shall, in the case of a subdivision, combination or reclassification become effective retroactively immediately after the record date thereof. If, as a result of an adjustment made pursuant to this Section 4.6, the holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock of the Company, the Board of Directors of the Company (whose determination shall be described in a certificate filed with the Warrant Agent) shall in good faith determine the allocation of the adjusted Exercise Price between or among shares of such classes of capital stock. (b) In the event the Company after the date hereof shall distribute to all the holders of Common Stock any dividend or other distribution (other than a cash distribution made as a dividend payable out of earnings or out of any earned surplus legally available for dividends under the laws of the jurisdiction of incorporation of the Company) or any evidence of indebtedness or any assets in respect of the Common Stock, or rights to subscribe or purchase shares of Common Stock at a price per share less than the current market price per share of Common Stock (as defined in Section 4.6(e) of this Agreement) at the record date referenced below, then, and thereafter successively upon each such distribution, the Exercise Price in effect immediately prior to such distribution shall forthwith be reduced to a price determined by multiplying the Exercise Price in effect immediately prior to such distribution by a fraction the numerator of which shall be the current market price per share of Common Stock (as defined in Section 4.6(e) of this Agreement) at the record date referenced below, less the fair market value (as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a certificate filed with the Warrant Agent) of the portion of such evidences of indebtedness or such assets so distributed, or of such subscription or purchase rights, applicable to one share of Common Stock and the denominator of which shall be such current market price per share of Common Stock. An adjustment made pursuant to Section 4.6(b) shall become effective retroactively immediately after the record date for the determination of stockholders entitled to receive such distribution. (c) After each adjustment of the Exercise Price pursuant to Section 4.6(a) and 4.6(b), the total number of shares of Common Stock or fractional part thereof purchasable upon the exercise of the Warrants will each Warrant shall be subject proportionately adjusted to adjustment in the event and in the manner following: (i) If and whenever the shares at any time outstanding are subdivided into a greater or consolidated into a lesser such number of shares or fractional part thereof as the total Exercise Price will be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be. (ii) In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other Company (hereinafter collectively referred to as a “Reorganization”), each Warrant will after such Reorganization confer the right to purchase the number of shares or other securities fractional part thereof purchasable immediately prior to such adjustment will buy at the adjusted Exercise Price. (d) The certificate of any independent firm of public accountants of recognized national standing selected by the Board of Directors of the Company (or shall be conclusive evidence of the Company’s resulting from such Reorganizationcorrectness of any computations under Sections 4.6(a) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application of the provisions and 4.6(b) of this Article Four relating to Agreement. (e) For the rights purposes of Sections 4.3, 4.6(a) and interest thereafter of the Holders of the Warrants so that the provisions 4.6(b) of this Article Four will be made applicable Agreement, the current market price per share of Common Stock as nearly as reasonably possible to of any shares or other securities deliverable after the Reorganization on the exercise date of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not determination shall be deemed to be a Reorganization the average of the daily closing prices for the purposes consecutive 20 trading days preceding the day of this clause 4.8(a)(ii). (b) determination. The adjustments provided closing price for in this Section 4.8 are cumulative and will become effective immediately after the record date day shall be the last reported sale price regular way or, if in case no record date is fixedsuch reported sale takes place on that day, the effective date average of the event which results in such adjustments.reported closing bid and

Adjustment of Exercise Price. (a) Number and Kind of Shares or Number of Rights. The Exercise Price Price, the number and kind of shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event the Company shall at any time after the date of this Agreement (A) declare a dividend on the Preferred Stock payable in shares deliverable of Preferred Stock, (B) subdivide the outstanding Preferred Stock, (C) combine the outstanding Preferred Stock into a smaller number of shares or (D) issue, change or alter any shares of its capital stock in a reclassification or recapitalization of the Preferred Stock (including any such reclassification or recapitalization in connection with a consolidation or merger in which the Company is the continuing or surviving Person), except as otherwise provided in this Section 11(a) and Section 7(e) hereof, the Exercise Price in effect at the time of the record date for such dividend or the effective time of such subdivision, combination, reclassification or recapitalization, and the number and kind of shares of capital stock issuable on such date or at such time, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock transfer books of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination, reclassification or recapitalization; provided, however, that in no event shall the consideration to be paid upon the exercise of a Right be less than the Warrants will be subject to adjustment in the event and in the manner following: (i) If and whenever aggregate par value of the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares capital stock of the Exercise Price will be decreased or increased proportionately as the case may be; Company issuable upon any such subdivision or consolidation the number of shares deliverable upon the exercise of a Right. If an event occurs which would require an adjustment under both Section 11(a)(i) and Section 11(a)(ii) hereof, the Warrants will adjustment provided for in this Section 11(a)(i) shall be increased or decreased proportionately as the case may bein addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii) hereof. (ii) In case Subject to the provisions of Section 24 hereof, in the event any capital reorganization Person, alone or together with its Affiliates and Associates, shall become an Acquiring Person, then, promptly following any such occurrence (a “Section 11(a)(ii) Event”), proper provision shall be made so that each holder of any reclassification a Right, except as provided in Section 7(e) hereof, shall thereafter have a right to receive, upon exercise thereof at the then current Exercise Price in accordance with the terms of this Agreement, in lieu of a number of one ten-thousandths of a share of Preferred Stock, such number of shares of Common Stock of the capital Company as shall equal the result obtained by (x) multiplying the then current Exercise Price by the then number of one ten-thousandths of a share of Preferred Stock for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event, whether or not such Right was then exercisable, and dividing that product by (y) 50% of the Fair Market Value per share of Common Stock of the Company (determined pursuant to Section 11(d)) on the date of the occurrence of a Section 11(a)(ii) Event (such number of shares being referred to as the “Adjustment Shares”). (iii) In lieu of issuing any shares of Common Stock of the Company in accordance with Section 11(a)(ii) hereof, the Company, acting by or pursuant to a resolution of the Board of Directors of the Company, may, and in the event that the number of shares of Common Stock of the Company which are authorized by the Company’s Certificate of Incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii) of this Section 11(a), the Company, acting by or pursuant to a resolution of the Board of Directors of the Company, shall: (A) determine the excess of (X) the Fair Market Value of the Adjustment Shares issuable upon the exercise of a Right (the “Current Value”) over (Y) the Exercise Price attributable to each Right (such excess being referred to as the “Spread”) and (B) with respect to all or a portion of each Right (subject to Section 7(e) hereof), make adequate provision to substitute for the Adjustment Shares, upon payment of the Exercise Price, (1) Common Stock of the Company or in the case of the consolidationequity securities, merger or amalgamation if any, of the Company with or into any other than Common Stock of the Company (hereinafter collectively including, without limitation, shares, or units of shares, of Preferred Stock that the Board of Directors of the Company has determined to have the same value as shares of Common Stock of the Company (such shares of Preferred Stock being referred to herein as “Common Stock Equivalents”)), (2) cash, (3) a reduction in the Exercise Price, (4) Preferred Stock Equivalents which the Board of Directors of the Company has deemed to have the same value as shares of Common Stock of the Company, (5) debt securities of the Company, (6) other assets or securities of the Company or (7) any combination of the foregoing, having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board of Directors of the Company after receiving the advice of a nationally recognized investment banking firm selected by the Board of Directors of the Company; provided, however, that if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) days following the later of (x) the first occurrence of a Section 11(a)(ii) Event and (y) the date on which the Company’s right of redemption pursuant to Section 23(a) expires (the later of (x) and (y) being referred to herein as the “ReorganizationSection 11(a)(ii) Trigger Date”), each Warrant will then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Exercise Price, shares of Common Stock of the Company (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board of Directors of the Company shall determine in good faith that it is likely that sufficient additional shares of Common Stock of the Company could be authorized for issuance upon exercise in full of the Rights, the 30-day period set forth above may be extended to the extent necessary, but not more than ninety (90) days after the Section 11(a)(ii) Trigger Date, in order that the Company may seek stockholder approval for the authorization of such additional shares (such period, as it may be extended, being referred to herein as the “Substitution Period”). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof, that such action shall apply uniformly to all outstanding Rights and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended and a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of the Common Stock of the Company and of the Preferred Stock shall be the Fair Market Value (as determined pursuant to Section 11(d) hereof) per share of the Common Stock of the Company and the Preferred Stock, respectively, on the Section 11(a)(ii) Trigger Date, the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock of the Company on such date and the value of any Preferred Stock Equivalent shall be deemed to have the same value as the Preferred Stock on such date. (b) If the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock entitling them (for a period expiring within forty-five (45) calendar days after such Reorganization confer record date) to subscribe for or purchase Preferred Stock (or securities having the right same or more favorable rights, privileges and preferences as the shares of Preferred Stock (“Preferred Stock Equivalents”)) or securities convertible into Preferred Stock or Preferred Stock Equivalents at a price per share of Preferred Stock or per share of Preferred Stock Equivalents (or having a conversion price per share, if a security convertible into Preferred Stock or Preferred Stock Equivalents) less than the Fair Market Value (as determined pursuant to purchase Section 11(d) hereof) per share of Preferred Stock on such record date, the Exercise Price to be in effect after such record date shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock outstanding on such record date, plus the number of shares of Preferred Stock which the aggregate offering price of the total number of shares of Preferred Stock and/or Preferred Stock Equivalents to be offered (and the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such Fair Market Value and the denominator of which shall be the number of shares of Preferred Stock outstanding on such record date, plus the number of additional shares of Preferred Stock and Preferred Stock Equivalents to be offered for subscription or other purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of a Right be less than the aggregate par value of the shares of stock of the Company issuable upon exercise of a Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be the Fair Market Value thereof determined in accordance with Section 11(d) hereof. Shares of Preferred Stock owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Exercise Price shall be adjusted to be the Exercise Price which would then be in effect if such record date had not been fixed. (c) If the Company shall fix a record date for the making of a distribution to all holders of Preferred Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), of evidences of indebtedness, cash (other than a regular periodic cash dividend out of the earnings or retained earnings of the Company’s resulting from ), assets (other than a dividend payable in Preferred Stock, but including any dividend payable in stock other than Preferred Stock) or convertible securities, subscription rights or warrants (excluding those referred to in Section 11(b)), the Exercise Price to be in effect after such Reorganizationrecord date shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the Fair Market Value (as determined pursuant to Section 11(d) hereof) per one ten-thousandth of a share of Preferred Stock on such record date, less the Fair Market Value (as determined pursuant to Section 11(d) hereof) of the portion of the cash, assets or evidences of indebtedness so to be distributed or of such convertible securities, subscription rights or warrants applicable to one ten-thousandth of a share of Preferred Stock and the denominator of which shall be the Warrant Holder Fair Market Value (as determined pursuant to Section 11(d) hereof) per one ten-thousandth of a share of Preferred Stock; provided, however, that in no event shall the consideration to be paid upon the exercise of a Right be less than the aggregate par value of the shares of stock of the Company issuable upon exercise of a Right. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Exercise Price shall again be adjusted to be the Exercise Price which would have be in effect if such record date had not been entitled fixed. (d) For the purpose of this Agreement, the “Fair Market Value” of any share of Preferred Stock, Common Stock or any other stock or any Right or other security or any other property shall be determined as provided in this Section 11(d). (i) In the case of a publicly-traded stock or other security, the Fair Market Value on any date shall be deemed to upon Reorganization be the average of the daily closing prices per share of such stock or per unit of such other security for the thirty (30) consecutive Trading Days (as such term is hereinafter defined) immediately prior to such date; provided, however, that in the event that the Fair Market Value per share of any share of stock is determined during a period following the announcement by the issuer of such stock of (x) a dividend or distribution on such stock payable in shares of such stock or securities convertible into shares of such stock or (y) any subdivision, combination or reclassification of such stock, and prior to the expiration of the 30 Trading Day period after the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification, then, and in each such case, the Fair Market Value shall be properly adjusted to take into account ex-dividend trading. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the Nasdaq Stock Market or, if the Warrant Holder had been securities are not listed or admitted to trading on the Nasdaq Stock Market, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which such security is listed or admitted to trading; or, if not listed or admitted to trading on any national securities exchange, the last quoted price (or, if not so quoted, the average of the last quoted high bid and low asked prices) in the over-the-counter market, as reported by the OTC Bulletin Board, the Pink Sheets or such other system then in use; or, if on any such date no bids for such security are quoted by any such organization, the average of the closing bid and asked prices as furnished by a shareholder professional market maker making a market in such security selected by the Board of Directors of the Company. If on any such date no market maker is making a market in such security, the Fair Market Value of such security on such date shall be determined reasonably and with utmost good faith to the holders of the Rights by the Board of Directors of the Company; provided, however, that if at the time of such Reorganization. In any determination there is an Acquiring Person, the Fair Market Value of such case, if necessary, appropriate adjustments will security on such date shall be made in determined by a nationally recognized investment banking firm selected by the application Board of Directors of the provisions of this Article Four relating to Company, which determination shall be described in a statement filed with the rights Rights Agent and interest thereafter shall be binding on the Rights Agent and the holders of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the WarrantsRights. The subdivision term “Trading Day” shall mean a day on which the principal national securities exchange on which such security is listed or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed admitted to be a Reorganization trading is open for the purposes transaction of this clause 4.8(a)(ii). (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after the record date business or, if no record date such security is fixednot listed or admitted to trading on any national securities exchange, the effective date of the event which results in such adjustmentsa Business Day.

Adjustment of Exercise Price. (a) The Exercise Price exercise price and the number of shares deliverable upon the exercise of the Warrants will be subject to adjustment in the event events and in the manner following: (ia) If and whenever in the event of any subdivision or subdivisions of the shares of the Corporation as such shares are constituted on the Issuance Date, at any time outstanding while the Warrants are subdivided outstanding, into a greater number of shares, the Corporation will deliver at the time of purchase of shares, in addition to the number of shares in respect of which the right to purchase is then being exercised, such additional number of shares as a result from such subdivision or consolidated subdivisions without the bearer of the Warrant making any additional payment or giving any other consideration; (b) in the event of any consolidation or consolidations of the shares of the Corporation as such shares are constituted on the Issuance Date, at any time while the Warrants are outstanding, into a lesser number of shares shares, the Exercise Price Corporation will be decreased or increased proportionately as deliver and the case may be; upon any such subdivision or consolidation bearer will accept, at the time of purchase, in lieu of the number of shares deliverable upon in respect of which the exercise right to purchase is then being exercised, the lesser number of shares as a result from such consolidation or consolidations; (c) in the event of any change of the shares of the Corporation as such shares are constituted on the Issuance Date, at any time while the Warrants are outstanding, the Corporation will be increased or decreased proportionately deliver at the time of purchase the number of shares of the appropriate class resulting from such change as the case may be.bearer would have been entitled to receive in respect of the number of shares so purchased, had the right to purchase been exercised before such change; (iid) In case in the event of any capital reorganization reorganization, reclassification or change of any reclassification outstanding equity shares of the capital of the Company Corporation or in the case event of the any consolidation, merger or amalgamation of the Company Corporation with or into any other Company (hereinafter collectively referred to as a “Reorganization”)company, then the Holder of each Warrant then outstanding will after such Reorganization confer have the right to purchase and receive, in lieu of the shares receivable upon the exercise of the rights represented by the Warrants, the kind and amount of shares and other securities and property receivable upon such capital reorganization, reclassification, change, consolidation, merger or amalgamation which the Holder of a number of shares equal to the number of shares or other securities of the Company (or of the Company’s resulting from such Reorganization) which the Warrant Holder would have been entitled to receivable upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application of the provisions of this Article Four relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The rights represented by the Warrants would have received as a result of such event but the subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (shares, whether with or without par value) , will not be deemed to be a Reorganization capital reorganization or a reclassification of the capital of the Corporation for the purposes of this clause 4.8(a)(iiparagraphs (d).; (be) The if the Corporation, at any time while the Warrants are outstanding, pays any stock dividend or stock dividends upon the shares of the Corporation in respect of which the right to purchase is then given, the Corporation will deliver at the time of purchase of shares in addition to the number of shares in respect of which the right of purchase is then being exercised, the additional number of shares of the appropriate class as would have been payable on the shares so purchased as if they had been outstanding on the record date for the payment of such stock dividend; (f) the adjustments provided for in this Section 4.8 in the subscription rights pursuant to any Warrants are cumulative and cumulative; and, (g) the Corporation will become effective immediately after the record date ornot be required to issue fractional shares in satisfaction of its obligations but, if no record date is fixedany fractional interest in a shares would, except for the provisions of this paragraph (g), be deliverable upon the exercise of Warrant, the effective date Corporation will, at its option, in lieu of delivering a fractional share, satisfy the right to receive such fractional interest by payment to the Holder of such Warrant of an amount in cash equal, computed in the case of a fraction of a cent to the next lower cent, to the current market value of the event right to subscribe for such fractional interest, computed on the basis of the last sale price of shares of the Corporation of the Nasdaq Bulletin Board preceding the day on which results in such adjustmentsexercise takes place.

Adjustment of Exercise Price. (a) The Exercise Price and the number of shares deliverable upon the exercise of the Warrants will be subject to adjustment in the event and in the manner following: (i) If and whenever the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares Adjustment Transaction shall ---------------------------- occur, the Exercise Price will shall be decreased adjusted by the Company upward or increased proportionately downward, as the case may be; upon , so as to fairly preserve, without dilution or inflation, the purchase rights represented by this Warrant in accordance with Section 4.1 and ----------- otherwise with the essential intent and purposes hereof. If the holder of this Warrant disputes the adjustment of the Exercise Price made by the Company and the parties cannot otherwise resolve the dispute promptly and in good faith, then the Company shall appoint an independent arbitrator of recognized standing, subject to the approval of such arbitrator by the holder of this Warrant, which approval shall not be withheld unreasonably, who shall give his opinion as to the adjustment, if any, to be made to the Exercise Price as the result of the relevant Adjustment Transaction. Upon receipt of such opinion, the Company shall promptly mail a copy thereof to the holder of this Warrant and shall make the adjustment described therein. Anything herein to the contrary notwithstanding, the Company shall not be required to make any such subdivision or consolidation adjustment of the number Exercise Price in the case of the issuance of shares deliverable of Class A Common Stock upon the exercise in whole or part of this Warrant. In case the Company after the date hereof shall propose to (i) pay any dividend payable in stock to the holders of shares of Capital Stock of the Warrants will Company or to make any other Distribution to the holders of shares of Capital Stock of the Company, (ii) offer to the holders of shares of Capital Stock of the Company rights to subscribe for or purchase any additional shares of any class of stock or any other rights or options or (iii) effect any reclassification of the Capital Stock of the Company (other than a reclassification involving merely the subdivision or combination of outstanding shares of Capital Stock of the Company), or any capital reorganization or any consolidation or merger (other than a merger in which no distribution of securities or other property is to be increased made to holders of shares of Capital Stock of the Company), or decreased proportionately any sale, transfer or other disposition of its property, assets and business as an entirety or substantially as an entirety, or the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall mail to the holder of this Warrant notice of such proposed action, which shall specify the date on which the stock transfer books of the Company shall close, or a record shall be taken, for determining the holders of Capital Stock of the Company entitled to receive such stock dividends or other Distribution or such rights or options, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, dissolution shall take place or commence, as the case may be. , and the date as of which it is expected that holders of Capital Stock of the Company of record shall be entitled to receive securities or other property deliverable upon such action, if any such date is to be fixed. Such notice shall be mailed in the case of any action covered by clause (i) or (ii) In case above at least ten (10) business days prior to the record date for determining holders of any capital reorganization or of any reclassification of the capital Capital Stock of the Company for purposes of receiving such payment or offer, or in the case of any action covered by clause (iii) above at least thirty (30) business days prior to the consolidation, merger or amalgamation date upon which such action takes place and twenty (20) business days prior to any record date to determine holders of Capital Stock of the Company with entitled to receive such securities or into other property or, in each case, such later date as shall be agreed by the holder hereof. Failure to file any other Company (hereinafter collectively referred certificate or notice or to as a “Reorganization”)mail any notice, each Warrant will after such Reorganization confer or any defect in any certificate or notice pursuant to this Section shall not affect the right to purchase legality or validity of the adjustment of the Exercise Price or the number of shares or other securities of the Company (or of the Company’s resulting from such Reorganization) which the Warrant Holder would have been entitled to purchasable upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application of the provisions exercise of this Article Four relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to Warrant, or any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii)transaction giving rise thereto. (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustments.

Adjustment of Exercise Price. (a) Number and Kind of Shares or Number of Rights. The Exercise Price Price, the number and kind of shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event the Company shall at any time after the date of this Agreement (A) declare a dividend on the Preferred Stock payable in shares deliverable of Preferred Stock, (B) subdivide the outstanding Preferred Stock, (C) combine the outstanding Preferred Stock into a smaller number of shares or (D) issue, change or alter any shares of its capital stock in a reclassification or recapitalization of the Preferred Stock (including any such reclassification or recapitalization in connection with a consolidation or merger in which the Company is the continuing or surviving Person), except as otherwise provided in this Section 11(a) and Section 7(e) hereof, the Exercise Price in effect at the time of the record date for such dividend or the effective time of such subdivision, combination, reclassification or recapitalization, and the number and kind of shares of capital stock issuable on such date or at such time, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock transfer books of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination, reclassification or recapitalization; provided, however, that in no event shall the consideration to be paid upon the exercise of a Right be less than the Warrants will be subject to adjustment in the event and in the manner following: (i) If and whenever aggregate par value of the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares capital stock of the Exercise Price will be decreased or increased proportionately as the case may be; Company issuable upon any such subdivision or consolidation the number of shares deliverable upon the exercise of a Right. If an event occurs which would require an adjustment under both Section 11(a)(i) and Section 11(a)(ii) hereof, the Warrants will adjustment provided for in this Section 11(a)(i) shall be increased or decreased proportionately as the case may bein addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii) hereof. (ii) In case Subject to the provisions of Section 24 hereof, in the event any capital reorganization Person, alone or together with its Affiliates and Associates, shall become an Acquiring Person, then, promptly following any such occurrence (a “Section 11(a)(ii) Event”), proper provision shall be made so that each holder of any reclassification a Right, except as provided in Section 7(e) hereof, shall thereafter have a right to receive, upon exercise thereof at the then current Exercise Price in accordance with the terms of this Agreement, in lieu of a number of one one-thousandths of a share of Preferred Stock, such number of shares of Common Stock of the capital Company as shall equal the result obtained by (x) multiplying the then current Exercise Price by the then number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event, whether or not such Right was then exercisable, and dividing that product by (y) 50% of the Fair Market Value per share of Common Stock of the Company (determined pursuant to Section 11(d)) on the date of the occurrence of a Section 11(a)(ii) Event (such number of shares being referred to as the “Adjustment Shares”). (iii) In lieu of issuing any shares of Common Stock of the Company in accordance with Section 11(a)(ii) hereof, the Company, acting by or pursuant to a resolution of the Board of Directors of the Company, may, and in the event that the number of shares of Common Stock of the Company which are authorized by the Company’s Articles of Incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii) of this Section 11(a), the Company, acting by or pursuant to a resolution of the Board of Directors of the Company, shall: (A) determine the excess of (X) the Fair Market Value of the Adjustment Shares issuable upon the exercise of a Right (the “Current Value”) over (Y) the Exercise Price attributable to each Right (such excess being referred to as the “Spread”) and (B) with respect to all or a portion of each Right (subject to Section 7(e) hereof), make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Exercise Price, (1) Common Stock of the Company or in the case of the consolidationequity securities, merger or amalgamation if any, of the Company with or into any other than Common Stock of the Company (hereinafter collectively including without limitation shares, or units of shares, of Preferred Stock that the Board of Directors of the Company has determined to have the same value as shares of Common Stock of the Company (such shares of Preferred Stock being referred to herein as a “ReorganizationCommon Stock Equivalents”)), each Warrant will after such Reorganization confer (2) cash, (3) a reduction in the right Exercise Price, (4) Preferred Stock Equivalents which the Board of Directors of the Company has deemed to purchase have the number same value as shares of shares Common Stock of the Company, (5) debt securities of the Company, (6) other assets or other securities of the Company or (or 7) any combination of the foregoing, having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board of Directors of the Company after receiving the advice of a nationally recognized investment banking firm selected by the Board of Directors of the Company’s resulting from such Reorganization; provided, however, that if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) days following the later of (x) the first occurrence of a Section 11(a)(ii) Event and (y) the date on which the Warrant Holder would have been entitled Company’s right of redemption pursuant to Section 23(a) expires (the later of (x) and (y) being referred to herein as the “Section 11(a)(ii) Trigger Date”), then the Company shall be obligated to deliver, upon Reorganization if the Warrant Holder had been surrender for exercise of a shareholder at Right and without requiring payment of the time Exercise Price, shares of such Reorganization. In any such caseCommon Stock of the Company (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board of Directors of the Company shall determine in good faith that it is likely that sufficient additional shares of Common Stock of the Company could be authorized for issuance upon exercise in full of the Rights, the 30-day period set forth above may be extended to the extent necessary, but not more than ninety (90) days after the Section 11(a)(ii) Trigger Date, in order that the Company may seek stockholder approval for the authorization of such additional shares (such period, as it may be extended, being referred to herein as the “Substitution Period”). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof, that such action shall apply uniformly to all outstanding Rights and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate adjustments will form of distribution to be made in pursuant to such first sentence and to determine the application value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the provisions Rights has been temporarily suspended and a public announcement at such time as the suspension is no longer in effect. For purposes of this Article Four relating to Section 11(a)(iii), the rights and interest thereafter value of the Holders Common Stock of the Warrants so that Company and of the provisions Preferred Stock shall be the Fair Market Value (as determined pursuant to Section 11(d) hereof) per share of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization Common Stock of the Company and the Preferred Stock, respectively, on the exercise Section 11(a)(ii) Trigger Date, the value of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not Common Stock Equivalent shall be deemed to have the same value as the Common Stock of the Company on such date and the value of any Preferred Stock Equivalent shall be a Reorganization for deemed to have the purposes of this clause 4.8(a)(ii)same value as the Preferred Stock on such date. (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after If the Company shall fix a record date orfor the issuance of rights, options or warrants to all holders of Preferred Stock entitling them (for a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase Preferred Stock (or securities having the same or more favorable rights, privileges and preferences as the shares of Preferred Stock (“Preferred Stock Equivalents”)) or securities convertible into Preferred Stock or Preferred Stock Equivalents at a price per share of Preferred Stock or per share of Preferred Stock Equivalents (or having a conversion price per share, if a security convertible into Preferred Stock or Preferred Stock Equivalents) less than the Fair Market Value (as determined pursuant to Section 11(d) hereof) per share of Preferred Stock on such record date, the Exercise Price to be in effect after such record date shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock outstanding on such record date, plus the number of shares of Preferred Stock which the aggregate offering price of the total number of shares of Preferred Stock and/or Preferred Stock Equivalents to be offered (and the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such Fair Market Value and the denominator of which shall be the number of shares of Preferred Stock outstanding on such record date, plus the number of additional shares of Preferred Stock and Preferred Stock Equivalents to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of a Right be less than the aggregate par value of the shares of stock of the Company issuable upon exercise of a Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be the Fair Market Value thereof determined in accordance with Section 11(d) hereof. Shares of Preferred Stock owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the effective Exercise Price shall be adjusted to be the Exercise Price which would then be in effect if such record date had not been fixed. (c) If the Company shall fix a record date for the making of a distribution to all holders of Preferred Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), of evidences of indebtedness, cash (other than a regular periodic cash dividend out of the earnings or retained earnings of the Company), assets (other than a dividend payable in Preferred Stock, but including any dividend payable in stock other than Preferred Stock) or convertible securities, subscription rights or warrants (excluding those referred to in Section 11(b)), the Exercise Price to be in effect after such record date shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the Fair Market Value (as determined pursuant to Section 11(d) hereof) per one one-thousandth of a share of Preferred Stock on such record date, less the Fair Market Value (as determined pursuant to Section 11(d) hereof) of the portion of the cash, assets or evidences of indebtedness so to be distributed or of such convertible securities, subscription rights or warrants applicable to one one-thousandth of a share of Preferred Stock and the denominator of which shall be the Fair Market Value (as determined pursuant to Section 11(d) hereof) per one one-thousandth of a share of Preferred Stock; provided, however, that in no event shall the consideration to be paid upon the exercise of a Right be less than the aggregate par value of the shares of stock of the Company issuable upon exercise of a Right. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Exercise Price shall again be adjusted to be the Exercise Price which results would be in effect if such adjustmentsrecord date had not been fixed. (d) For the purpose of this Agreement, the “Fair Market Value” of any share of Preferred Stock, Common Stock or any other stock or any Right or other security or any other property shall be determined as provided in this Section 11(d). (i) In the case of a publicly-traded stock or other security, the Fair Market Value on any date shall be deemed to be the average of the daily closing prices per share of such stock or per unit of such other security for the 30 consecutive Trading Days (as such term is hereinafter defined) immediately prior to such date; provided, however, that in the event that the Fair Market Value per share of any share of stock is determined during a period following the announcement by the issuer of such stock of (x) a dividend or distribution on such stock payable in shares of such stock or securities convertible into shares of such stock or (y) any subdivision, combination or reclassification of such stock, and prior to the expiration of the 30 Trading Day period after the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification, then, and in each such case, the Fair Market Value shall be properly adjusted to take into account ex-dividend trading. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the securities are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting

Adjustment of Exercise Price. (a) The Exercise Price exercise price and the number of common shares deliverable upon the exercise of the Warrants will be subject to adjustment in the event and in the manner following: (i) If and whenever the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares the Exercise Price exercise price will be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be. (ii) In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other Company (hereinafter collectively referred to as a “Reorganization”), each Warrant will after such Reorganization confer the right to purchase the number of shares or other securities of the Company (or of the Company’s resulting from such Reorganization) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application of the provisions of this Article Four relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii). (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustments.

Adjustment of Exercise Price. (a) Number and Kind of Shares or Number of Rights. The Exercise Price Price, the number and kind of shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event the Company shall at any time after the date of this Agreement (A) declare a dividend on the Preferred Stock payable in shares deliverable of Preferred Stock, (B) subdivide the outstanding Preferred Stock, (C) combine the outstanding Preferred Stock into a smaller number of shares or (D) issue, change or alter any shares of its capital stock in a reclassification or recapitalization of the Preferred Stock (including any such reclassification or recapitalization in connection with a consolidation or merger in which the Company is the continuing or surviving Person), except as otherwise provided in this Section 11(a) and Section 7(e) hereof, the Exercise Price in effect at the time of the record date for such dividend or the effective time of such subdivision, combination, reclassification or recapitalization, and the number and kind of shares of capital stock issuable on such date or at such time, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock transfer books of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination, reclassification or recapitalization; provided, however, that in no event shall the consideration to be paid upon the exercise of a Right be less than the Warrants will be subject to adjustment in the event and in the manner following: (i) If and whenever aggregate par value of the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares capital stock of the Exercise Price will be decreased or increased proportionately as the case may be; Company issuable upon any such subdivision or consolidation the number of shares deliverable upon the exercise of a Right. If an event occurs that would require an adjustment under both Section 11(a)(i) and Section 11(a)(ii) hereof, the Warrants will adjustment provided for in this Section 11(a)(i) shall be increased or decreased proportionately as the case may bein addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii) hereof. (ii) In case Subject to the provisions of Section 24 hereof, in the event any capital reorganization Person, alone or together with its Affiliates and Associates, shall become an Acquiring Person, then, promptly following any such occurrence (a “Section 11(a)(ii) Event”), proper provision shall be made so that each holder of any reclassification a Right, except as provided in Section 7(e) hereof, shall thereafter have a right to receive, upon exercise thereof at the then current Exercise Price in accordance with the terms of this Agreement, in lieu of a number of one ten-thousandths of a share of Preferred Stock, such number of shares of Common Stock of the capital Company as shall equal the result obtained by (x) multiplying the then current Exercise Price by the then number of one ten-thousandths of a share of Preferred Stock for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event, whether or not such Right was then exercisable, and dividing that product by (y) 50% of the Fair Market Value per share of Common Stock of the Company (determined pursuant to Section 11(d)) on the date of the occurrence of a Section 11(a)(ii) Event (such number of shares being referred to as the “Adjustment Shares”). (iii) In lieu of issuing any shares of Common Stock of the Company in accordance with Section 11(a)(ii) hereof, the Company, acting by or pursuant to a resolution of the Board of Directors of the Company, may, and in the event that the number of shares of Common Stock of the Company that are authorized by the Company’s Certificate of Incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii) of this Section 11(a), the Company, acting by or pursuant to a resolution of the Board of Directors of the Company, shall: (A) determine the excess of (X) the Fair Market Value of the Adjustment Shares issuable upon the exercise of a Right (the “Current Value”) over (Y) the Exercise Price attributable to each Right (such excess being referred to as the “Spread”) and (B) with respect to all or a portion of each Right (subject to Section 7(e) hereof), make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Exercise Price, (1) Common Stock of the Company or in the case of the consolidationequity securities, merger or amalgamation if any, of the Company with or into any other than Common Stock of the Company (hereinafter collectively including without limitation shares, or units of shares, of Preferred Stock that the Board of Directors of the Company has determined to have the same value as shares of Common Stock of the Company (such shares of Preferred Stock being referred to herein as a “ReorganizationCommon Stock Equivalents”)), each Warrant will after such Reorganization confer (2) cash, (3) a reduction in the right Exercise Price, (4) Preferred Stock Equivalents that the Board of Directors of the Company has deemed to purchase have the number same value as shares of shares Common Stock of the Company, (5) debt securities of the Company, (6) other assets or other securities of the Company or (or 7) any combination of the foregoing, having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board of Directors of the Company after receiving the advice of a nationally recognized investment banking firm selected by the Board of Directors of the Company’s resulting from such Reorganization; provided, however, that if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) days following the later of (x) the first occurrence of a Section 11(a)(ii) Event and (y) the date on which the Warrant Holder would have been entitled Company’s right of redemption pursuant to Section 23(a) expires (the later of (x) and (y) being referred to herein as the “Section 11(a)(ii) Trigger Date”), then the Company shall be obligated to deliver, upon Reorganization if the Warrant Holder had been surrender for exercise of a shareholder at Right and without requiring payment of the time Exercise Price, shares of such Reorganization. In any such caseCommon Stock of the Company (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board of Directors of the Company shall determine in good faith that it is likely that sufficient additional shares of Common Stock of the Company could be authorized for issuance upon exercise in full of the Rights, the 30-day period set forth above may be extended to the extent necessary, but not more than ninety (90) days after the Section 11(a)(ii) Trigger Date, in order that the Company may seek stockholder approval for the authorization of such additional shares (such period, as it may be extended, being referred to herein as the “Substitution Period”). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof, that such action shall apply uniformly to all outstanding Rights and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate adjustments will form of distribution to be made in pursuant to such first sentence and to determine the application value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the provisions Rights has been temporarily suspended and a public announcement at such time as the suspension is no longer in effect. For purposes of this Article Four relating to Section 11(a)(iii), the rights and interest thereafter value of the Holders Common Stock of the Warrants so that Company and of the provisions Preferred Stock shall be the Fair Market Value (as determined pursuant to Section 11(d) hereof) per share of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization Common Stock of the Company and the Preferred Stock, respectively, on the exercise Section 11(a)(ii) Trigger Date, the value of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not Common Stock Equivalent shall be deemed to have the same value as the Common Stock of the Company on such date and the value of any Preferred Stock Equivalent shall be a Reorganization for deemed to have the purposes of this clause 4.8(a)(ii)same value as the Preferred Stock on such date. (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after If the Company shall fix a record date orfor the issuance of rights, options or warrants to all holders of Preferred Stock entitling them (for a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase Preferred Stock (or securities having the same or more favorable rights, privileges and preferences as the shares of Preferred Stock (“Preferred Stock Equivalents”)) or securities convertible into Preferred Stock or Preferred Stock Equivalents at a price per share of Preferred Stock or per share of Preferred Stock Equivalents (or having a conversion price per share, if a security convertible into Preferred Stock or Preferred Stock Equivalents) less than the Fair Market Value (as determined pursuant to Section 11(d) hereof) per share of Preferred Stock on such record date, the Exercise Price to be in effect after such record date shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock outstanding on such record date, plus the number of shares of Preferred Stock which the aggregate offering price of the total number of shares of Preferred Stock and/or Preferred Stock Equivalents to be offered (and the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such Fair Market Value and the denominator of which shall be the number of shares of Preferred Stock outstanding on such record date, plus the number of additional shares of Preferred Stock and Preferred Stock Equivalents to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of a Right be less than the aggregate par value of the shares of stock of the Company issuable upon exercise of a Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be the Fair Market Value thereof determined in accordance with Section 11(d) hereof. Shares of Preferred Stock owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the effective Exercise Price shall be adjusted to be the Exercise Price which would then be in effect if such record date had not been fixed. (c) If the Company shall fix a record date for the making of a distribution to all holders of Preferred Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), of evidences of indebtedness, cash (other than a regular periodic cash dividend out of the earnings or retained earnings of the Company), assets (other than a dividend payable in Preferred Stock, but including any dividend payable in stock other than Preferred Stock) or convertible securities, subscription rights or warrants (excluding those referred to in Section 11(b)), the Exercise Price to be in effect after such record date shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the Fair Market Value (as determined pursuant to Section 11(d) hereof) per one ten-thousandth of a share of Preferred Stock on such record date, less the Fair Market Value (as determined pursuant to Section 11(d) hereof) of the portion of the cash, assets or evidences of indebtedness so to be distributed or of such convertible securities, subscription rights or warrants applicable to one ten-thousandth of a share of Preferred Stock and the denominator of which shall be the Fair Market Value (as determined pursuant to Section 11(d) hereof) per one ten-thousandth of a share of Preferred Stock; provided, however, that in no event shall the consideration to be paid upon the exercise of a Right be less than the aggregate par value of the shares of stock of the Company issuable upon exercise of a Right. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Exercise Price shall again be adjusted to be the Exercise Price which results would be in effect if such adjustmentsrecord date had not been fixed. (d) For the purpose of this Agreement, the “Fair Market Value” of any share of Preferred Stock, Common Stock or any other stock or any Right or other security or any other property shall be determined as provided in this Section 11(d). (i) In the case of a publicly-traded stock or other security, the Fair Market Value on any date shall be deemed to be the average of the daily closing prices per share of such stock or per unit of such other security for the 30 consecutive Trading Days (as such term is hereinafter defined) immediately prior to such date; provided, however, that in the event that the Fair Market Value per share of any share of stock is determined during a period following the announcement by the issuer of such stock of (x) a dividend or distribution on such stock payable in shares of such stock or securities convertible into shares of such stock or (y) any subdivision, combination or reclassification of such stock, and prior to the expiration of the 30 Trading Day period after the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification, then, and in each such case, the Fair Market Value shall be properly adjusted to take into account ex-dividend trading. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the securities are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which such security is listed or admitted to trading; or, if not listed or admitted to trading on any national securities exchange, the last quoted price (or, if not so quoted, the average of the last

Adjustment of Exercise Price. The Exercise Price (including the Adjusted Exercise Price) shall be subject to adjustment from time to time as follows: (a) The Exercise Price and If, at any time after the date hereof, the number of shares deliverable upon of Common Stock outstanding is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock, then, following the record date for the determination of holders of Common Stock entitled to receive such stock dividend, subdivision or split-up, the Exercise Price shall be appropriately decreased and the aggregate number of shares of Common Stock issuable on exercise of the Warrants will this Warrant shall be subject increased in proportion to adjustment such increase in the event and in the manner following:outstanding shares. (ib) If and whenever the shares If, at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares after the Exercise Price will be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation date hereof, the number of shares of Common Stock outstanding is decreased by a combination of the outstanding shares of Common Stock, then, following the record date for such combination, the Exercise Price shall be appropriately increased and the aggregate number of shares of Common Stock issuable on exercise of this Warrant shall be decreased in proportion to such decrease in outstanding shares. (c) In the event of any capital reorganization of the Company, any reclassification of the stock of the Company (other than a change in par value or from par value to no par value or from no par value to par value or as a result of a stock dividend or subdivision, split-up or combination of shares), or any consolidation or merger of the Company, this Warrant shall after such reorganization, reclassification, consolidation, or merger be convertible into the kind and number of shares of stock or other securities or property of the Company, or of the corporation resulting from such consolidation or surviving such merger, to which the holder of the number of shares of Common Stock deliverable (immediately prior to the time of such reorganization, reclassification, consolidation or merger) upon exercise of this Warrant would have been entitled upon such reorganization, reclassification, consolidation or merger. The provisions of this clause shall similarly apply to successive reorganizations, reclassifications, consolidations or mergers. (d) If the Company takes any other action, or if any other event shall occur as to which the provisions of paragraphs (a), (b), or (c), of this Section 4 are not strictly applicable but the failure to make an adjustment would not fairly protect the purchase rights represented by this Warrant in accordance with the essential intent and principles of those paragraphs, then, in each such case, the Company shall appoint a firm of independent certified public accountants of recognized national standing (which may be the regular independent auditors of the Company), which shall give their opinion upon the exercise adjustment, if any, on a basis consistent with the essential intent and principles established in such Sections, necessary to preserve, without dilution, the purchase rights represented by this Warrant. Upon receipt of such opinion, the Warrants Company will promptly mail a copy thereof to the Holder and shall make the adjustments described therein. (e) All calculations under this Section 4 shall be increased made to the nearest one hundredth (1/100) of a cent or decreased proportionately the nearest one tenth (1/10) of a share, as the case may be. (iif) In case of any capital reorganization Whenever the Exercise Price or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other Company (hereinafter collectively referred to as a “Reorganization”), each Warrant will after such Reorganization confer the right to purchase the number of shares purchasable hereunder shall be adjusted pursuant to Section 4 hereof, the Company shall issue a certificate signed by its Chief Executive Officer or other securities Chief Financial Officer setting forth, in reasonable detail, the event requiring adjustment, the amount of the Company (or of adjustment, the Company’s resulting from method by which such Reorganization) which adjustment was calculated, and the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application of the provisions of this Article Four relating to the rights Exercise Price and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed purchasable hereunder after giving effect to such adjustment, and shall cause a copy of such certificate to be a Reorganization for mailed (by first class mail, postage prepaid) to the purposes of this clause 4.8(a)(ii)Holder. (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustments.

Adjustment of Exercise Price. (a) The Exercise Price and the number of shares Common Shares deliverable upon the exercise of the Warrants will shall be subject to adjustment in the event and in the manner following: (i) 16.1 If and whenever the shares Shares at any time outstanding are shall be subdivided into a greater or consolidated into a lesser number of shares Shares, the Exercise Price will shall be decreased or increased proportionately proportionately, as the case may be; , and upon any such subdivision or consolidation consolidation, the number of shares Shares deliverable upon the exercise of the Warrants will shall be increased or decreased proportionately proportionately, as the case may be. (ii) 16.2 In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other company or of the sale of the assets of the Company (hereinafter collectively referred to as a “Reorganization”)or substantially as an entirety or of any other company, each Warrant will shall, after such Reorganization capital reorganization, reclassification of capital, consolidation, merger, amalgamation or sale, confer the right to purchase the that number of shares or other securities or property of the Company (or of the Company’s company resulting from such Reorganization) capital reorganization, reclassification, consolidation, merger, amalgamation or to which such sale shall be made, as the case may be, to which the Warrant Holder would have been entitled to upon Reorganization if of the Warrant Holder had been a shareholder shares deliverable at the time of such Reorganization. In capital reorganization, reclassification of capital, consolidation, merger, amalgamation or sale had the Warrants been exercised, would have been entitled on such capital reorganization, reclassification, consolidation, merger, amalgamation or sale and in any such case, if necessary, appropriate adjustments will shall be made in the application of the provisions of this Article Four relating set forth in Sections 12 to 19 hereof with respect to the rights and interest thereafter of the Holders of the Warrants so to the end that the provisions of this Article Four will set forth in Sections 12 to 19 hereof shall thereafter correspondingly be made applicable as nearly as reasonably possible may reasonable be expected in relation to any shares or other securities or property thereafter deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares the Shares at any time outstanding into a greater or lesser number of shares Shares (whether with or without par value) will shall not be deemed to be a Reorganization capital reorganization or a reclassification of the capital of the Company for the purposes of this clause 4.8(a)(iiSection 16(b). (b) 16.3 The adjustments provided for in this Section 4.8 16 pursuant to any Warrants are cumulative and .and will become effective immediately after the record date for, or, if no record date is fixed, the effective date date, of the event which results in such adjustments.

Adjustment of Exercise Price. (a) The Exercise Price and the number of shares Shares deliverable upon the exercise of the Warrants will be subject to adjustment in the event and in the manner following: (i) If and whenever the shares Shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares Shares the Exercise Price will be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be. (ii) In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other Company (hereinafter hereafter collectively referred to as a “Reorganization”), each Warrant will after such Reorganization confer the right to purchase the number of shares Shares or other securities of the Company (or of the Company’s company resulting from such Reorganization) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of such the Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application of the provisions of this Article Four relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares Shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares Shares at any time outstanding into a greater or lesser number of shares Shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii). (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustments.

Adjustment of Exercise Price. (a) The Exercise Price and the number of shares Common Shares deliverable upon the exercise of the Warrants will shall be subject to adjustment in the event and in the manner following: (ia) If and whenever the shares Shares at any time outstanding are shall be subdivided into a greater or consolidated into a lesser number of shares Shares, the Exercise Price will shall be decreased or increased proportionately proportionately, as the case may be; , and upon any such subdivision or consolidation consolidation, the number of shares Shares deliverable upon the exercise of the Warrants will shall be increased or decreased proportionately proportionately, as the case may be. (iib) In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other company or of the sale of the assets of the Company (hereinafter collectively referred to as a “Reorganization”)or substantially as an entirety or of any other company, each Warrant will shall, after such Reorganization capital reorganization, reclassification of capital, consolidation, merger, amalgamation or sale, confer the right to purchase the that number of shares or other securities or property of the Company (or of the Company’s company resulting from such Reorganization) capital reorganization, reclassification, consolidation, merger, amalgamation or to which such sale shall be made, as the case may be, to which the Warrant Holder would have been entitled to upon Reorganization if of the Warrant Holder had been a shareholder shares deliverable at the time of such Reorganization. In capital reorganization, reclassification of capital, consolidation, merger, amalgamation or sale had the Warrants been exercised, would have been entitled on such capital reorganization, reclassification, consolidation, merger, amalgamation or sale and in any such case, if necessary, appropriate adjustments will shall be made in the application of the provisions of this Article Four relating set forth in Sections 12 to 19 hereof with respect to the rights and interest thereafter of the Holders of the Warrants so to the end that the provisions of this Article Four will set forth in Sections 12 to 19 hereof shall thereafter correspondingly be made applicable as nearly as reasonably possible may reasonable be expected in relation to any shares or other securities or property thereafter deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares the Shares at any time outstanding into a greater or lesser number of shares Shares (whether with or without par value) will shall not be deemed to be a Reorganization capital reorganization or a reclassification of the capital of the Company for the purposes of this clause 4.8(a)(iiSection 15(b). (bc) The adjustments provided for in this Section 4.8 15 pursuant to any Warrants are cumulative and will become effective immediately after the record date for, or, if no record date is fixed, the effective date date, of the event which results in such adjustments.

Adjustment of Exercise Price. (ai) The Exercise Price and the number of shares deliverable upon the exercise of the Warrants will be subject to adjustment in the event and in the manner following: (i) If A. if the Company grants warrants at an Exercise Price below $0.15 per share in conjunction with a new financing transaction subsequent to the Closing Date, the Warrants granted to the Warrant Holder shall be adjusted to match the price offered in the new financing transaction. For the avoidance of doubt, this adjustment will not apply to financings entered into by the Company prior to Closing Date. B. if and whenever the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares the Exercise Price will be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be.; (ii) In C. in case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other Company (hereinafter collectively referred to as a “Reorganization”), each Warrant will after such Reorganization confer the right to purchase the number of shares or other securities of the Company (or of the Company’s resulting from such Reorganization) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application of the provisions of this Article Four Section 4 relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four Section 4 will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii)4. (bii) The adjustments provided for in this Section 4.8 4 are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustments.

Adjustment of Exercise Price. (a) The Exercise Price exercise price and the number of common shares deliverable upon the exercise of the Warrants will be subject to adjustment in the event and in the manner following: (i) If and whenever the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares the Exercise Price exercise price will be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be. (ii) In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other Company (hereinafter collectively referred to as a “"Reorganization”"), each Warrant will after such Reorganization confer the right to purchase the number of shares or other securities of the Company (or of the Company’s 's resulting from such Reorganization) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application of the provisions of this Article Four relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii)clause. (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustments.