Common use of Adjustment of Exercise Price Clause in Contracts

Adjustment of Exercise Price. Subject to the provisions of this Section 7, the Exercise Price in effect from time to time shall be subject to adjustment, as follows: (i) In case the Company shall (x) declare a dividend or make a distribution on the outstanding shares of its Common Stock in shares of its Common Stock, (y) subdivide or reclassify the outstanding shares of its Common Stock into a greater number of shares, or (z) combine or reclassify the outstanding shares of its Common Stock into a smaller number of shares, the Exercise Price in effect immediately after the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be adjusted so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (A) the numerator shall be the number of shares of Common Stock outstanding immediately before such dividend, distribution, subdivision, combination or reclassification, and of which (B) the denominator shall be the number of shares of Common Stock outstanding immediately after such dividend, distribution, subdivision, combination or reclassification. Any shares of Common Stock of the Company issuable in payment of a dividend shall be deemed to have been issued immediately prior to the record date for such dividend for purposes of calculating the number of outstanding shares of Common Stock of the Company under Section 7(a)(ii) and 7(a)(iii) hereof. Such adjustment shall be made successively whether any event specified above shall occur. (ii) In case the Company shall fix a record date for the issuance of rights, options, warrants or convertible or exchangeable securities to all holders of its Common Stock entitling them (for a period expiring within forty-five (45) days after such record date) to subscribe for or purchase shares of its Common Stock at a price per share less than the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) of a share of Common Stock of the Company on such record date, the Exercise Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (A) the numerator shall be the number of shares of Common Stock outstanding on such record date plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the Current Market Price per share, and of which (B) the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock offered for subscription or purchase. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such rights, options, warrants or convertible or exchangeable securities are not so issued or expire unexercised, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such unissued or unexercised rights, options, warrants or convertible or exchangeable securities had not been issuable. (iii) In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock (A) of shares of any class other than its Common Stock or (B) of evidences of its indebtedness or (C) of assets (excluding cash dividends or distributions (other than extraordinary cash dividends or distributions), and dividends or distributions referred to in Subsection 7(a)(i) hereof) or (D) of rights, options, warrants or convertible or exchangeable securities (excluding those rights, options, warrants or convertible or exchangeable securities referred to in Section 7(a)(ii) hereof), then in each such case the Exercise Price in effect immediately thereafter shall be determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (x) the numerator shall be the total number of shares of Common Stock outstanding on such record date multiplied by the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) per share on such record date, less the aggregate fair market value as determined in good faith by the Board of Directors of the Company of said shares or evidences of indebtedness or assets or rights, options, warrants or convertible or exchangeable securities so distributed, and of which (y) the denominator shall be the total number of shares of Common Stock outstanding on such record date multiplied by such Current Market Price per share. Such adjustment shall be made successively whenever such a record date is fixed. In the event that such distribution is not so made, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed. (iv) For the purpose of any computation under Section 7(a)(ii) or 7(a)(iii) hereof, the "Current Market Price" per share at any date (the "Computation Date") shall be deemed to be the average of the daily Closing Prices of the Common Stock for twenty (20) consecutive Trading Days ending the Trading Day immediately preceding the Computation Date; provided, however, that if there shall have occurred prior to the Computation Date any event described in Subsection 7(a)(i), 7(a)(ii) or 7(a)(iii) which shall have become effective with respect to market transactions at any time (the "Market-Effect Date") on or within such 20-day period, the Closing Price for each Trading Day preceding the Market-Effect Date shall be adjusted, for purposes of calculating such average, by multiplying such Closing Price by a fraction, of which (A) the numerator shall be the Exercise Price as in effect immediately prior to the Computation Date and of which (B) the denominator shall be the Exercise Price as in effect immediately prior to the Market-Effect Date, it being understood that the purpose of this proviso is to ensure that the effect of such event on the market price of the Common Stock shall, as nearly as possible, be eliminated in order that the distortion in the calculation of the Current Market Price may be minimized.

Adjustment of Exercise Price. Subject to the provisions of this Section 7, the The Exercise Price in effect at the time and the number and kind of securities purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time shall be subject to adjustment, upon the happening of certain events as follows: (ia) In case the Company shall (xi) declare a dividend or make a distribution on the its outstanding shares of its Common Stock in shares of its Common Stock, (yii) subdivide or reclassify the its outstanding shares of its Common Stock into a greater number of shares, or (ziii) combine or reclassify the its outstanding shares of its Common Stock into a smaller number of shares, 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 immediately after at the time of the record date for such dividend or distribution or of the effective date of such subdivision, combination combination, or reclassification shall be proportionately adjusted so that it the Holder of this Warrant after such date shall equal be entitled to receive the price determined aggregate number and kind of shares or other securities which, if this Warrant had been exercised by multiplying the Exercise Price in effect such Holder immediately prior thereto by a fractionto such date, of which (A) the numerator shall be the number of shares of Common Stock outstanding immediately before Holder would have been entitled to receive upon such dividend, distribution, subdivision, combination combination, or reclassification. For example, if the Company declares a 2 for 1 stock subdivision (forward split) and of which (B) the denominator shall be Exercise Price hereof immediately prior to such event was $7.00 per Share and the number of shares Shares issuable upon exercise of Common Stock outstanding this Warrant was 85,500, the adjusted Exercise Price immediately after such dividend, distribution, subdivision, combination or reclassification. Any shares of Common Stock of event would be $3.50 per Share and the Company issuable in payment of a dividend shall be deemed to have been issued immediately prior to the record date for such dividend for purposes of calculating the adjusted number of outstanding shares Shares issuable upon exercise of Common Stock of the Company under Section 7(a)(ii) and 7(a)(iii) hereof. Such adjustment shall this Warrant would be made successively whether any event specified above shall occur. (ii) In case the Company shall fix a record date for the issuance of rights, options, warrants or convertible or exchangeable securities to all holders of its Common Stock entitling them (for a period expiring within forty-five (45) days after such record date) to subscribe for or purchase shares of its Common Stock at a price per share less than the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) of a share of Common Stock of the Company on such record date, the Exercise Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (A) the numerator shall be the number of shares of Common Stock outstanding on such record date plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the Current Market Price per share, and of which (B) the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock offered for subscription or purchase171,000. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such rights, options, warrants or convertible or exchangeable securities are not so issued or expire unexercised, the Exercise Price then in effect event listed above shall be readjusted to the Exercise Price which would then be in effect if such unissued or unexercised rights, options, warrants or convertible or exchangeable securities had not been issuableoccur. (iiib) In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock (A) of shares of any class other than its Common Stock or (B) of evidences of its indebtedness or (C) of assets (excluding cash dividends or distributions (other than extraordinary cash dividends or distributions), and dividends or distributions referred to in Subsection 7(a)(i) hereof) or (D) of rights, options, warrants or convertible or exchangeable securities (excluding those rights, options, warrants or convertible or exchangeable securities referred to in Section 7(a)(ii) hereof), then in each such case the Exercise Price in effect immediately thereafter shall be determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (x) the numerator shall be the total number of shares of Common Stock outstanding on such record date multiplied by the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) per share on such record date, less the aggregate fair market value as determined in good faith by the Board of Directors of the Company of said shares or evidences of indebtedness or assets or rights, options, warrants or convertible or exchangeable securities so distributed, and of which (y) the denominator shall be the total number of shares of Common Stock outstanding on such record date multiplied by such Current Market Price per share. Such adjustment shall be made successively whenever such a record date is fixed. In the event that such distribution is not so madeat any time, as a result of an adjustment made pursuant to the provisions of this Section 6, the Exercise Price then in effect Holder of the 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 readjusted subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the Exercise Price which would then be in effect if such record date had not been fixed. (iv) For the purpose of any computation under Section 7(a)(ii) or 7(a)(iii) hereof, the "Current Market Price" per share at any date (the "Computation Date") shall be deemed provisions with respect to be the average of the daily Closing Prices of the Common Stock for twenty (20contained in Section 6(a) consecutive Trading Days ending the Trading Day immediately preceding the Computation Date; provided, however, that if there shall have occurred prior to the Computation Date any event described in Subsection 7(a)(i), 7(a)(ii) or 7(a)(iii) which shall have become effective with respect to market transactions at any time (the "Market-Effect Date") on or within such 20-day period, the Closing Price for each Trading Day preceding the Market-Effect Date shall be adjusted, for purposes of calculating such average, by multiplying such Closing Price by a fraction, of which (A) the numerator shall be the Exercise Price as in effect immediately prior to the Computation Date and of which (B) the denominator shall be the Exercise Price as in effect immediately prior to the Market-Effect Date, it being understood that the purpose of this proviso is to ensure that the effect of such event on the market price of the Common Stock shall, as nearly as possible, be eliminated in order that the distortion in the calculation of the Current Market Price may be minimizedabove.

Adjustment of Exercise Price. Subject The calculation of the Exercise Price, and the number of Shares issuable upon exercise of the Warrants represented by this Warrant Certificate, are subject to the provisions adjustment as set forth in this Section 9; provided that if more than one subsection of this Section 79 is applicable to a single event, that subsection shall be applied to adjust the Exercise Price that produces the largest adjustment, and no single event shall cause an adjustment to the Exercise Price under more than one subsection of this Section 9 so as to result in effect duplication. (A) If the Company, at any time or from time to time shall be subject to adjustmentafter the Initial Issue Date until the Expiration Time, as follows: effects or sets a record date in respect of a share split, reverse share split, share combination or subdivision (iby a merger, recapitalization or otherwise) In case in respect of the Company shall (x) declare Common Stock or declares and pays a dividend or make makes a distribution on the outstanding shares of its Common Stock in shares of its Common Stock, (y) subdivide or reclassify then the outstanding shares of its Common Stock into a greater number of shares, or (z) combine or reclassify Exercise Price shall be adjusted based on the outstanding shares of its Common Stock into a smaller number of shares, following formula: EP1 = EP0 x OS0 EP1 = the Exercise Price in effect immediately after following the record date for such dividend or distribution or application of the effective date of such subdivision, combination or reclassification shall be adjusted so that it shall equal the price determined by multiplying adjustments in this clause (A); EP0 = the Exercise Price in effect immediately prior thereto by a fraction, to the application of which the adjustments in this clause (A) the numerator shall be ); OS0 = the number of shares of Common Stock outstanding at the close of business on the Business Day immediately before preceding the record date or the effective date of such dividendshare split, reverse share split, share combination or subdivision, dividend or distribution, subdivision, combination or reclassification, as applicable; and of which (B) the denominator shall be OS1 = the number of shares of Common Stock that would be outstanding immediately after after, and solely as a result of, such dividendshare split, reverse share split, share combination or subdivision, dividend or distribution, subdivision, combination or reclassificationas applicable. Any The adjustment to the Exercise Price and number of shares of Common Stock issuable upon exercise of the Company issuable in payment of a dividend Warrants shall be deemed to have been issued immediately prior to made as of the record date for such share split, reverse share split, share combination or subdivision. In the event that any such dividend for purposes of calculating the number of outstanding shares of Common Stock of the Company under Section 7(a)(ii) and 7(a)(iii) hereof. Such adjustment shall be made successively whether any event specified above shall occur. (ii) In case the Company shall fix a record date for the issuance of rights, options, warrants or convertible or exchangeable securities to all holders of its Common Stock entitling them (for a period expiring within forty-five (45) days after such record date) to subscribe for or purchase shares of its Common Stock at a price per share less than the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) of a share of Common Stock of the Company on such record date, the Exercise Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (A) the numerator shall be the number distribution of shares of Common Stock outstanding on such record date plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the Current Market Price per share, and of which (B) the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock offered for subscription or purchase. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such rights, options, warrants or convertible or exchangeable securities are not so issued or expire unexercisedmade, the Exercise Price and the number of Shares issuable upon exercise of these Warrants then in effect shall be readjusted readjusted, effective as of the date when the board of directors of the Company determines not to distribute such shares of Common Stock, to the Exercise Price which that would then be in effect and the number of Shares that would then be issuable upon exercise of these Warrants if such unissued or unexercised rights, options, warrants or convertible or exchangeable securities record date had not been issuablefixed. (iiiB) In case If the Company shall fix fixes a record date for the making of a distribution to all holders of shares of its Common Stock (A) of shares of any class other than its Common Stock or (B) of securities, evidences of its indebtedness indebtedness, assets, cash, rights or (C) of assets warrants (excluding cash dividends or distributions (other than extraordinary cash dividends or distributions), and dividends or distributions referred to in Subsection 7(a)(i) hereof) or (D) of rights, options, warrants or convertible or exchangeable securities (excluding those rights, options, warrants or convertible or exchangeable securities referred to in Section 7(a)(ii) hereof9(A)), then in each such case case, then the Exercise Price shall be adjusted thereafter to the price determined by the following formula: EP1 = EP0 x (CP0 - FV)/CP0 EP1 = the Exercise Price in effect immediately thereafter shall be determined by multiplying following the application of the adjustments in this clause (B); EP0 = the Exercise Price in effect immediately prior thereto by a fractionto the application of the adjustments in this clause (B); = the Closing Sale Price of the Common Stock on the last Trading Day preceding the first date on which the Common Stock trades regular way without the right to receive such distribution; and = the amount of cash and/or the Fair Market Value of the securities, evidences of which indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock (x) such amount and/or Fair Market Value, the numerator shall be “Per Share Fair Market The adjustment to the total Exercise Price and number of shares of Common Stock outstanding on such record date multiplied by the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) per share on such record date, less the aggregate fair market value as determined in good faith by the Board of Directors issuable upon exercise of the Company of said shares or evidences of indebtedness or assets or rights, options, warrants or convertible or exchangeable securities so distributed, and of which (y) the denominator shall be the total number of shares of Common Stock outstanding on such record date multiplied by such Current Market Price per share. Such adjustment Warrants shall be made successively whenever such a as of the record date is fixedfor such distribution of shares, evidences of indebtedness, assets, rights, cash or warrants. In the event that such distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of these Warrants then in effect shall be readjusted readjusted, effective as of the date when the board of directors of the Company determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price which that would then be in effect and the number of Shares that would then be issuable upon exercise of these Warrants if such record date had not been fixed. (ivC) For In case the purpose Company effects a Pro Rata Repurchase of any computation under Section 7(a)(ii) or 7(a)(iii) hereofCommon Stock, then the "Current Market Price" per share at any date (the "Computation Date") Exercise Price shall be deemed reduced to be the average price determined by the following formula: EP1 = EP0 x (OS0 x CP0) – AP (OS0 – SP) x CP0 where EP1 = the Exercise Price in effect immediately following the application of the daily Closing Prices adjustments in this clause (C) (but in no event greater than EP0); EP0 = the Exercise Price in effect immediately prior to the application of the adjustments in this clause (C); OS0 = the number of Fully Diluted shares of Common Stock for twenty (20) consecutive Trading Days ending outstanding immediately before such Pro Rata Repurchase; CP0 = the Closing Sale Price of a share of Common Stock on the Trading Day immediately preceding the Computation Datefirst public announcement by the Company or any of its Affiliates of the intent to effect such Pro Rata Repurchase; providedAP = the aggregate purchase price of the Pro Rata Repurchase; and SP = the number of shares of Common Stock so repurchased in the The adjustment to the Exercise Price and number of shares issuable upon exercise of the Warrants shall be made as of the date on which the Company accepts Shares for purchase in the Pro Rata Repurchase. (D) If, however, that if there shall have occurred prior to the Computation Date any event described in Subsection 7(a)(i), 7(a)(ii) or 7(a)(iii) which shall have become effective with respect to market transactions at any time (the "Market-Effect Date") on or within such 20-day periodFirst Public Offering, the Closing Price Company issues or sells any shares of its Common Stock or any securities convertible or exercisable into or exchangeable for each Trading Day preceding the Market-Effect Date shall be adjustedits Common Stock for consideration less than Fair Market Value of such Common Stock or other securities, for purposes of calculating such average, by multiplying such Closing Price by a fraction, of which (A) the numerator shall be then the Exercise Price as shall be adjusted thereafter to the price determined by the following formula: EP1 = EP0 x (CS0 + XXXX )/CS1 EP1 = the Exercise Price in effect immediately following the application of the adjustments in this clause (D); EP0 = the Exercise Price in effect immediately prior to the Computation Date application of the adjustments in this clause (D); CS0 = the number of shares of Common Stock outstanding immediately prior to such issue or sale; XXXX = the number of shares of Common Stock that the aggregate consideration received by the Company for such issue or sale would purchase at the Market Value of the Common Stock immediately preceding the first public announcement by the Company of such issuance or sale; and CS1 = the number of shares of Common Stock outstanding immediately after such issue or sale. The adjustment to the Exercise Price and number of shares issuable upon exercise of the Warrants shall be made as of the closing date for such issue or sale. (E) Upon any adjustment of the Exercise Price pursuant to this Section 9, the number of Shares issuable upon exercise of the Warrants represented by this Warrant Certificate shall be automatically adjusted to such number of Shares issuable immediately prior to such adjustment multiplied by a fraction, the numerator of which (B) the denominator shall be the Exercise Price as in effect immediately before such adjustment and the denominator of which shall be the Exercise Price in effect immediately following such adjustment. (F) If any event occurs as to which the provisions of this Section 9 are not strictly applicable or, if strictly applicable, would not, in the good faith judgment of the board of directors of the Company, fairly and adequately protect the purchase rights of the Warrants in accordance with the essential intent and principles of such provisions, then the board of directors of the Company shall make such adjustments in the application of such provisions, in accordance with such essential intent and principles, as shall be reasonably necessary, in the good faith opinion of the board of directors of the Company, to protect such purchase rights as aforesaid. Neither the Exercise Price nor the number of Shares issuable upon exercise of these Warrants shall be adjusted in the event of a change in the par value of the Common Stock. (G) Whenever the Exercise Price or the number of Shares into which these Warrants is exercisable is adjusted as provided in this Section 9, the Company shall promptly file at the principal office of the Company a statement setting forth the Exercise Price as of such date and Exercise Price that shall be in effect after such adjustment, the number of Shares into which these Warrants shall be exercisable after such adjustment and the facts requiring such adjustment, and the Company shall cause a copy of such statement to be mailed, first class postage prepaid, to the Warrantholder. (H) In the event the Company shall propose to take any action of the type described in this Section 9 (but only if the action of the type described in this Section 9 would result in an adjustment in the Exercise Price or the number of Shares for which the Warrants represented by this Warrant Certificate are exercisable), the Company shall give notice to the Warrantholder, which notice shall specify the record date, if any, with respect to any such action and the approximate date on which such action is to take place. Such notice shall also set forth the facts with respect thereto as shall be reasonably necessary to indicate the effect on the Exercise Price and the number of shares which shall be deliverable upon exercise of such Warrants. In the case of any action which would require the fixing of a record date, such notice shall be given at least five (5) Business Days prior to the Market-Effect Datedate so fixed, and in the case of all other action, such notice shall be given at least 10 Business Days prior to the taking of such proposed action; provided that in the case of an adjustment required by Section 9(C), it being understood that shall be sufficient if such notice is given at least 5 Business Days prior to the purpose Pro Rata Repurchase of this proviso Common Stock for which such adjustment is to ensure that be made with such facts as are known at the effect time. Failure to give such notice, or any defect therein, shall not affect the legality of any such event on action. (I) As a condition precedent to the market price taking of any action which would require an adjustment pursuant to this Section 9, the Common Stock shallCompany shall take any action which may be necessary, as nearly as possibleincluding, be eliminated without limitation, obtaining regulatory or stockholder approvals or exemptions, in order that the distortion in Company may thereafter validly and legally issue as fully paid and nonassessable all shares of Common Stock that the calculation Warrantholder is entitled to receive upon exercise of the Current Market Price may Warrants represented by this Warrant Certificate pursuant to this Section 9. (J) Any adjustments pursuant to this Section 9 shall be minimizedmade successively whenever an event referred to herein shall occur.

Adjustment of Exercise Price. Subject to the provisions of this Section 7, the The Exercise Price in effect and the Warrant Shares are subject to adjustment from time to time shall be subject to adjustment, as follows:set forth in this Section 7. (ia) In case the Company shall shall, while any Warrants remain outstanding and unexpired, (xi) declare a dividend or make a distribution on the its outstanding shares of its Common Stock in shares of its Common Stock, (yii) subdivide or reclassify the its outstanding shares of its Common Stock into a greater number of shares, or (ziii) combine or reclassify the its outstanding shares of its 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 changed into or exchanged for a different number or kind of shares or other securities of the Company or of another entity through reorganization, merger, consolidation, liquidation or recapitalization (each such event being an “Adjustment Event”), 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 immediately after at the time of the record date for such dividend or distribution or of the effective date of such subdivision, combination combination, reclassification, reorganization, merger, consolidation, liquidation or reclassification recapitalization shall be proportionately adjusted so that it the Holder of the warrant exercised after such date shall equal be entitled to receive the price determined aggregate number and kind of shares or other securities which, if the Warrant had been exercised by multiplying such Holder immediately prior to such date, the Holder would have been entitled to receive upon 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 in effect hereof immediately prior thereto by a fraction, of which (A) the numerator shall be to such event was $20.00 and the number of shares of Common Stock outstanding issuable upon exercise of the Warrant was 20, the adjusted Exercise Price immediately before after such dividend, distribution, subdivision, combination or reclassification, event would be $10.00 and the adjusted number of which (B) shares of Common Stock issuable upon exercise of the denominator Warrant would be 40. Any such adjustment shall be made successively whenever any event listed above shall occur. The Company agrees that it will provide the Warrant Agent with reasonable notice of Adjustment Events along with any new or amended exercise terms. Notwithstanding the foregoing, the Warrant Agent shall have no obligation under any this Agreement to determine whether an Adjustment Event has occurred or to calculate any of the adjustments set forth herein. (b) 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 outstanding immediately after such dividend, distribution, subdivision, combination or reclassification. Any shares purchasable upon the exercise of Common Stock of the Company issuable in payment of a dividend shall be deemed to have been issued immediately prior to the record date for such dividend for purposes of calculating the number of outstanding shares of Common Stock of the Company under Section 7(a)(ii) and 7(a)(iii) hereof. Such adjustment shall be made successively whether any event specified above shall occur. (ii) In case the Company shall fix a record date for the issuance of rights, options, warrants or convertible or exchangeable securities to all holders of its Common Stock entitling them (for a period expiring within forty-five (45) days after such record date) to subscribe for or purchase shares of its Common Stock at a price per share less than the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) of a share of Common Stock of the Company on such record date, the Exercise Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (A) the numerator shall be the number of shares of Common Stock outstanding on such record date plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the Current Market Price per share, and of which (B) the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock offered for subscription or purchase. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such rights, options, warrants or convertible or exchangeable securities are not so issued or expire unexercised, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such unissued or unexercised rights, options, warrants or convertible or exchangeable securities had not been issuable. (iii) In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock (A) of shares of any class other than its Common Stock or (B) of evidences of its indebtedness or (C) of assets (excluding cash dividends or distributions (other than extraordinary cash dividends or distributions), and dividends or distributions referred to in Subsection 7(a)(i) hereof) or (D) of rights, options, warrants or convertible or exchangeable securities (excluding those rights, options, warrants or convertible or exchangeable securities referred to in Section 7(a)(ii) hereof), then in each such case the Exercise Price in effect immediately thereafter shall be determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (x) the numerator shall be the total number of shares of Common Stock outstanding on such record date multiplied by the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) per share on such record date, less the aggregate fair market value as determined in good faith by the Board of Directors of the Company of said shares or evidences of indebtedness or assets or rights, options, warrants or convertible or exchangeable securities so distributed, and of which (y) the denominator shall be the total number of shares of Common Stock outstanding on such record date multiplied by such Current Market Price per share. Such adjustment shall be made successively whenever such a record date is fixed. In the event that such distribution is not so made, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed. (iv) For the purpose of any computation under Section 7(a)(ii) or 7(a)(iii) hereof, the "Current Market Price" per share at any date (the "Computation Date") shall be deemed to be the average of the daily Closing Prices of the Common Stock for twenty (20) consecutive Trading Days ending the Trading Day immediately preceding the Computation DateWarrant; provided, however, that if there any adjustments which by reason of this Section 7(b) are not required to be made shall have occurred prior be carried forward and taken into account in any subsequent adjustment(s). All calculations shall be made to the Computation Date any nearest one hundredth (1/100) of a share. (c) When a specified event described in Subsection 7(a)(i), 7(a)(ii) or 7(a)(iii) which shall have become effective with respect to market transactions at any time (the "Market-Effect Date") on or within such 20-day periodrequiring an adjustment occurs, the Closing Price for each Trading Day preceding the Market-Effect Date Company shall be adjustedpromptly prepare a certificate setting forth, for purposes of calculating such average, by multiplying such Closing Price by a fraction, of which as applicable: (Ai) the numerator shall be the Exercise Price as in effect immediately prior to the Computation Date of each Warrant, and of which (Bii) the denominator number of Warrant Shares covering each Warrant, each as adjusted, and a brief statement of the facts accounting for such adjustment. The Company shall be promptly file with the Exercise Price as in effect immediately prior to the Market-Effect Date, it being understood that the purpose of this proviso is to ensure that the effect of such event on the market price of Warrant Agent and with each transfer agent for the Common Stock shall, as nearly as possible, be eliminated in order that a copy of such certificate and instruct the distortion in the calculation of the Current Market Price may be minimizedWarrant Agent to mail a brief summary thereof to each Holder.

Adjustment of Exercise Price. Subject to the provisions of this Section 7, the The Exercise Price in effect shall be subject to adjustment from time to time shall be subject to adjustment, after the date hereof as follows: (ia) In case at any time after the date hereof, the Company shall issue or sell, or shall be deemed to have issued or sold pursuant to Section 7.2(b) or (xc) declare a dividend or make a distribution on the outstanding shares below, any Additional Shares of its Common Stock in shares of its Common Stock, (y) subdivide or reclassify the outstanding shares of its Common Stock into a greater number of shares, or (z) combine or reclassify the outstanding shares of its Common Stock into a smaller number of shares, the Exercise at an Effective Price in effect immediately after the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be adjusted so that it shall equal the price determined by multiplying less than the Exercise Price in effect immediately prior thereto by to such issuance or sale or deemed issuance or sale, then forthwith upon such issuance or sale the Exercise Price in effect immediately prior to such issuance or sale shall be reduced to a fractionprice equal to the Effective Price of such issuance or sale. (b) In case at any time after the date hereof the Company shall in any manner issue or sell any rights or options to subscribe for or to purchase any Common Stock or Convertible Securities at an Effective Price less than the Exercise Price in effect immediately prior to such issuance or sale, whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, then the maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon conversion or exchange of the maximum number of such Convertible Securities issuable upon the exercise of such rights or options shall be deemed to be issued or sold for such Effective Price; provided, however, that upon the expiration of all, but not less than all, of which (A) such rights or options, and, in the numerator case of options to purchase Convertible Securities, upon the expiration in whole, but not in part, of the right to convert or exchange such Convertible Securities, the currently applicable Exercise Price in effect immediately prior to such expiration shall forthwith be adjusted to such Exercise Price as would have been obtained had the adjustments made upon the issuance of such rights of the granting of such options been made upon the basis of the issuance of only the number of shares of Common Stock outstanding immediately before actually issued on the exercise of such dividendrights or options or on the conversion or exchange of such Convertible Securities (or in the case of rights or options to purchase Convertible Securities, distribution, subdivision, combination actually issued and at the time still issuable upon the conversion or reclassificationexchange of the Convertible Securities actually issued), and upon the basis of only the consideration applicable thereto, and any shares issuable upon the exercise of such rights or options which (B) have expired or upon the denominator conversion or exchange of such Convertible Securities, the right to convert or exchange which has expired, shall not thereafter be deemed to be outstanding and the consideration applicable thereto shall not thereafter be deemed to have been received. If such rights or options are issued or granted in conjunction with the sale of Other Securities of the Company, the part of the consideration allocable to such rights and options, and the part of the consideration allocable to such Other Securities, shall be determined in good faith by Board of Directors of the Company in a certificate delivered promptly to the holder of this Warrant setting forth the calculations used in determining such allocation. At its election, the holder of this Warrant may confirm the allocation noted on the certificate by causing such allocation to be determined by an independent certified public accountant acceptable to the holder of this Warrant at the expense of the Company. The determination of such independent certified public accountant shall be final, conclusive and binding for all purposes of this Warrant. (c) In case at any time after the date hereof the Company shall in any manner issue or sell any Convertible Securities at an Effective Price less than the Exercise Price in effect immediately prior to such issuance or sale, whether or not such rights to convert or exchange any such Convertible Securities are immediately exercisable, then such issuance or sale shall be deemed to be an issuance or sale (as of the date of issuance or sale of such Convertible Securities) of the maximum number of shares of Common Stock necessary to be issued as of that date to effect the conversion or exchange of all such Convertible Securities, and the gross amount received or receivable by the Company as consideration for the issuance or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration (if any) payable to the Company upon such conversion or exchange, shall be deemed to be the consideration actually received (as of the date of the issue or sale of such Convertible Securities) for the issuance or sale of such Common Stock; provided, however, that upon the termination of the right to convert or to exchange such Convertible Securities for Common Stock, the Exercise Price shall forthwith be adjusted to such Exercise Price which would have been obtained had the adjustments made upon the issuance of such Convertible Securities been made upon the basis of the issuance of only the number of shares of Common Stock actually issued upon the conversion or exchange thereof, and upon the basis of the consideration applicable only to the Convertible Securities so converted or exchanged, and no shares issuable upon the conversion or exchange of such Convertible Securities which were not actually so issued shall thereafter be deemed to be outstanding and the consideration applicable thereto shall not thereafter be deemed to have been received. No adjustment of the Exercise Price shall be made pursuant to this Section 7.2(c) upon any issuance or sale of Convertible Securities if such issuance or sale has been made upon the exercise of any rights to subscribe for or to purchase, or any options to purchase, any such Convertible Securities for which an adjustment of the Exercise Price has been made pursuant to Section 7.2(b) above. (d) If the amount of consideration payable to the Company upon the exercise of any right or option to which Section 7.2(b) above is applicable or upon the conversion or exchange of any Convertible Securities referred to in Section 7.2(b) or (c) above shall change at any time (other than under or by reason of provisions designed to protect against dilution), then, forthwith upon each such change becoming effective, all such rights or options or all such rights of conversion or exchange not theretofore exercised shall be deemed to have expired or terminated, as the case may be, and the Exercise Price shall forthwith be adjusted in accordance with the proviso contained in Section 7.2(b) or (c) above, as the case may be, and further adjusted as though such rights or options or Convertible Securities deemed expired or terminated were newly issued and convertible or exercisable upon the payment of such changed consideration. (e) If the consideration payable to the Company upon the exercise of any right or option to which Section 7.2(b) above is applicable or upon the conversion or exchange of any Convertible Securities referred to in Section 7.2(b) or (c) above shall decrease at any time under or by reason of provisions with respect thereto designed to protect the holders thereof against dilution, the Exercise Price which would apply if this Warrant were being exercised immediately after prior to such dividendevent shall forthwith be decreased to the Exercise Price that would have been obtained had the adjustments made upon the issuance of such right, distribution, subdivision, combination option or reclassification. Any Convertible Securities been made upon the basis of (i) the issuance of (and the total consideration received for) the shares of Common Stock theretofore delivered upon the exercise of such rights or options or upon the conversion or exchange of such Convertible Securities, and (ii) the issuance of (and the total minimum consideration thereafter receivable for) the maximum number of shares of Common Stock thereafter deliverable upon the exercise of such rights or options or upon the conversion or exchange of such Convertible Securities. Any right or option to purchase shares of Common Stock or any Convertible Securities issued after the date hereof which shall contain provisions designed to protect the holders thereof against dilution shall expressly provide that adjustments of the Exercise Price hereunder or of the number of Warrant Shares purchasable hereunder or the issuance of any shares of Warrant Stock upon the exercise hereof shall be excluded from the operation of such provisions protecting the holders of such rights, options or Convertible Securities against dilution, so that in the event of any such adjustment of the Exercise Price hereunder or of the number of Warrant Shares purchasable hereunder or the issuance of any shares of Warrant Stock upon the exercise hereof, there shall be no adjustment in the amount of consideration payable to or receivable by the Company issuable upon the exercise of any such rights or options or the conversion or exchange of any such Convertible Securities. (f) In case any dividends on any class of Capital Stock (other than Common Stock) of the Company, payable in payment of a dividend Common Stock, shall be declared or paid by the Company, the Common Stock so issued shall be deemed to have been issued immediately prior to the record date for such dividend for purposes of calculating the number of outstanding without consideration. (g) In case any shares of Common Stock of or Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for cash, the consideration received by the Company under Section 7(a)(ii) and 7(a)(iii) hereof. Such adjustment therefor shall be made successively whether any event specified above shall occurdeemed to be the amount received by the Company therefor, after deducting therefrom all underwriting commissions, discounts or concessions and all finder's fees paid or allowed by the Company in connection therewith. (iih) In case the Company shall fix a record date for the issuance of rights, options, warrants or convertible or exchangeable securities to all holders of its Common Stock entitling them (for a period expiring within forty-five (45) days after such record date) to subscribe for or purchase shares of its Common Stock at a price per share less than the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) of a share of Common Stock of the Company on such record date, the Exercise Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (A) the numerator shall be the number of any shares of Common Stock outstanding on or Convertible Securities or any rights or options to purchase any such record date plus the number of shares of Common Stock which or Convertible Securities shall be issued or sold for a consideration other than cash, then, in any such event, the aggregate offering price amount of the total number of shares of Common Stock so offered would purchase at consideration (other than cash) received by the Current Market Price per share, and of which (B) the denominator Company shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock offered for subscription or purchase. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such rights, options, warrants or convertible or exchangeable securities are not so issued or expire unexercised, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such unissued or unexercised rights, options, warrants or convertible or exchangeable securities had not been issuable. (iii) In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock (A) of shares of any class other than its Common Stock or (B) of evidences of its indebtedness or (C) of assets (excluding cash dividends or distributions (other than extraordinary cash dividends or distributions), and dividends or distributions referred to in Subsection 7(a)(i) hereof) or (D) of rights, options, warrants or convertible or exchangeable securities (excluding those rights, options, warrants or convertible or exchangeable securities referred to in Section 7(a)(ii) hereof), then in each such case the Exercise Price in effect immediately thereafter shall be determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (x) the numerator shall be the total number of shares of Common Stock outstanding on such record date multiplied by the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) per share on such record date, less the aggregate fair market value of such consideration, as determined in good faith by the Board of Directors of the Company, after deducting all underwriting commissions, discounts or concessions and all finder's fees paid or incurred by the Company in connection therewith. Such fair market value and the calculations used in determining such fair market value shall be set forth in a certificate delivered promptly to the holder of said this Warrant. At its election, the holder of this Warrant may confirm the valuations noted on the certificate by causing such valuations to be determined by an independent certified public accountant acceptable to the holder of this Warrant at the expense of the Company. The determination of such independent certified public accountant shall be final, conclusive and binding for all purposes of this Warrant. (i) If (and on each occasion that) the Company shall, at any time, (i) issue any shares of Common Stock as a dividend upon Common Stock, or evidences (ii) issue any shares of indebtedness Common Stock in subdivision of outstanding shares of Common Stock by reclassification or assets otherwise, or rights(iii) combine outstanding shares of Common Stock by reclassification or otherwise, optionsthe then current Exercise Price shall be adjusted to a price determined by dividing (x) the number of shares of Common Stock outstanding immediately prior to such dividend, warrants subdivision or convertible or exchangeable securities so distributedcombination, and of which multiplied by the then current Exercise Price, by (y) the denominator shall be the total number of shares of Common Stock outstanding on immediately after such record date multiplied by such Current Market issue, and the resulting quotient shall be the adjusted Exercise Price per share. Such adjustment shall be made successively whenever such a record date is fixed. In the event that such distribution is not so made, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed. (iv) For the purpose of any computation under Section 7(a)(ii) or 7(a)(iii) hereof, the "Current Market Price" per share at any date (the "Computation Date") shall be deemed to be the average of the daily Closing Prices of the Common Stock for twenty (20) consecutive Trading Days ending the Trading Day immediately preceding the Computation Date; provided, however, that if there shall have occurred prior to the Computation Date any event described in Subsection 7(a)(i), 7(a)(ii) or 7(a)(iii) which shall have become effective with respect to market transactions at any time (the "Market-Effect Date") on or within such 20-day period, the Closing Price for each Trading Day preceding the Market-Effect Date shall be adjusted, for purposes of calculating such average, by multiplying such Closing Price by a fraction, of which (A) the numerator shall be the Exercise Price as in effect immediately prior to the Computation Date and of which (B) the denominator shall be the Exercise Price as in effect immediately prior to the Market-Effect Date, it being understood that the purpose of this proviso is to ensure that the effect of such event on the market price of the Common Stock shall, as nearly as possible, be eliminated in order that the distortion in the calculation of the Current Market Price may be minimized.

Adjustment of Exercise Price. Subject to the provisions of this Section 7, the The Exercise Price in effect at the time and the number and kind of securities purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time shall be subject to adjustment, upon the happening of certain events as follows: (ia) In case the Company shall (xi) declare a dividend or make a distribution on the its outstanding shares of its Common Stock Shares in shares of its Common StockShares or any other security, (yii) subdivide or reclassify the its outstanding shares of its Common Stock Shares into a greater number of shares, or (ziii) combine or reclassify the its outstanding shares of its Common Stock Shares into a smaller number of shares, or (iv) enter into any transaction whereby the outstanding Common Shares are at any time changed into or exchanged for a different number or 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 immediately after at the time of the record date for such dividend or distribution or of the effective date of such subdivision, combination combination, reclassification, reorganization, merger, consolidation, liquidation or reclassification recapitalization shall be proportionately adjusted so that it the Holder of this Warrant exercised after such date shall equal be entitled to receive the price determined aggregate number and kind of shares or other securities which, if this Warrant had been exercised by multiplying the Exercise Price in effect such Holder immediately prior thereto by a fractionto such date, of which (A) the numerator shall be the number of shares of Common Stock outstanding immediately before Holder would have been entitled to receive upon such dividend, distribution, subdivision, combination or combination, reclassification, reorganization, merger, consolidation, liquidation or recapitalization. For example, if the Company declares a 2 for 1 stock subdivision (split) and of which (B) the denominator shall be Exercise Price hereof immediately prior to such event was $7.00 per Share and the number of shares Shares issuable upon exercise of Common Stock outstanding this Warrant was 85,500, the adjusted Exercise Price immediately after such dividend, distribution, subdivision, combination or reclassification. Any shares of Common Stock of event would be $3.50 per Share and the Company issuable in payment of a dividend shall be deemed to have been issued immediately prior to the record date for such dividend for purposes of calculating the adjusted number of outstanding shares Shares issuable upon exercise of Common Stock of the Company under Section 7(a)(ii) and 7(a)(iii) hereof. Such adjustment shall this Warrant would be made successively whether any event specified above shall occur. (ii) In case the Company shall fix a record date for the issuance of rights, options, warrants or convertible or exchangeable securities to all holders of its Common Stock entitling them (for a period expiring within forty-five (45) days after such record date) to subscribe for or purchase shares of its Common Stock at a price per share less than the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) of a share of Common Stock of the Company on such record date, the Exercise Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (A) the numerator shall be the number of shares of Common Stock outstanding on such record date plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the Current Market Price per share, and of which (B) the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock offered for subscription or purchase171,000. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such rights, options, warrants or convertible or exchangeable securities are not so issued or expire unexercised, event listed above shall occur. (b) Whenever the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such unissued or unexercised rightsis adjusted, optionsas herein provided, warrants or convertible or exchangeable securities had not been issuable. (iii) In case the Company shall fix promptly cause a record date for notice setting forth the making adjusted Exercise Price and adjusted number of a distribution Shares issuable upon exercise of the Warrant to all holders of shares of be mailed to the Holder, at its Common Stock (A) of shares of any class other than its Common Stock or (B) of evidences of its indebtedness or (C) of assets (excluding cash dividends or distributions (other than extraordinary cash dividends or distributions)address set forth herein, and dividends or distributions referred shall cause a certified copy thereof to in Subsection 7(a)(i) hereof) or (D) be mailed to the Company's transfer agent, if any. The Company may retain a firm of rights, options, warrants or convertible or exchangeable securities (excluding those rights, options, warrants or convertible or exchangeable securities referred to in Section 7(a)(ii) hereof), then in each such case the Exercise Price in effect immediately thereafter shall be determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (x) the numerator shall be the total number of shares of Common Stock outstanding on such record date multiplied by the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) per share on such record date, less the aggregate fair market value as determined in good faith 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 6, and a certificate signed by such firm shall be conclusive evidence of the Company correctness of said shares or evidences of indebtedness or assets or rights, options, warrants or convertible or exchangeable securities so distributed, and of which such adjustment. (yc) the denominator shall be the total number of shares of Common Stock outstanding on such record date multiplied by such Current Market Price per share. Such adjustment shall be made successively whenever such a record date is fixed. In the event that such distribution is not so madeat any time, as a result of an adjustment made pursuant to the provisions of this Section 6, the Exercise Price then in effect Holder thereafter shall become entitled to receive any shares of the Company other than Common Shares, thereafter the number of such other shares so receivable upon exercise of the Warrant shall be readjusted subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the Exercise Price which would then be provisions with respect to the Common Shares contained in effect if such record date had not been fixedSection 6(a) above. (ivd) For The Company shall provide the purpose Holder with prior written actual notice (receipt confirmed) of any computation under Section 7(a)(ii) or 7(a)(iii) hereof, the "Current Market Price" per share at any date (the "Computation Date") shall be deemed to be the average of the daily Closing Prices of the Common Stock for twenty (20) consecutive Trading Days ending the Trading Day immediately preceding the Computation Date; provided, however, that if there shall have occurred prior to the Computation Date any event described in Subsection 7(a)(i), 7(a)(iiSection 6(a) or 7(a)(iiiat least ten (10) which shall have become effective days prior to the record date with respect to market transactions at any time (the "Market-Effect Date") on or within such 20-day periodevent. In addition, the Closing Price for each Trading Day preceding the Market-Effect Date Company shall be adjusted, for purposes of calculating such average, by multiplying such Closing Price by a fraction, of which (A) the numerator shall be the Exercise Price as in effect immediately prior deliver to the Computation Date Holder copies of any and of which (B) the denominator shall be the Exercise Price as in effect immediately prior all information it is required to the Market-Effect Date, it being understood that the purpose of this proviso is deliver to ensure that the effect of its shareholders with respect to such event on at the market price of the Common Stock shall, as nearly as possible, be eliminated in order that the distortion in the calculation of the Current Market Price may be minimizedsame time such information is delivered to shareholders.

Adjustment of Exercise Price. Subject to the provisions of this Section 711, the Exercise Price in effect from time to time shall be subject to adjustment, as follows: (i1) In case the event that the Company shall (xi) declare a dividend or make a distribution on the outstanding shares of its Common Stock Shares in shares of its additional Common StockShares, (yii) subdivide or reclassify the outstanding shares of its Common Stock Shares into a greater number of shares, or (ziii) consolidate, combine or reclassify the outstanding shares of its Common Stock Shares into a smaller fewer number of shares, the Exercise Price in effect immediately after the record date for such dividend or distribution or the effective date of such subdivision, consolidation, combination or reclassification reclassification, as the case may be, shall be adjusted so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (A) the numerator shall be the number of shares of Common Stock Shares outstanding immediately before such dividend, distribution, subdivision, consolidation, combination or reclassification, and of which (B) the denominator shall be the number of shares of Common Stock Shares outstanding immediately after such dividend, distribution, subdivision, consolidation, combination or reclassification. Any shares of Common Stock of the Company Shares issuable in payment of a dividend shall be deemed to have been issued immediately prior to the record date or other applicable date cited in Sections 11(2) or 11(3) for such dividend for purposes the purpose of calculating the number of outstanding shares of Common Stock of the Company Shares under Section 7(a)(iiSections 11(2) and 7(a)(iii) hereofor 11(3). Such adjustment shall be made successively whether whenever any event specified above shall occur. (ii2) In case the event that the Company shall fix a record date for the issuance of rights, options, warrants or convertible or exchangeable securities to all or substantially all holders of its Common Stock Shares entitling them (for a period expiring which, by its express terms, expires within forty-five (45) days after such record date) to subscribe for or purchase shares of its Common Stock Shares at a price per share less than the Current Fair Market Price (as such term is defined in Section 7(a)(iv) hereof) Value of a share of Common Stock of the Company Share on such record date, the Exercise Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (A) the numerator shall be the number of shares of Common Stock Shares outstanding on such record date plus the maximum number of shares of Common Stock Shares which the aggregate offering price of the total number of shares of Common Stock Shares so offered would purchase at the Current Fair Market Price Value per share, and of which (B) the denominator shall be the number of shares of Common Stock Shares outstanding on such record date plus the number of additional shares of Common Stock Shares offered for subscription or purchase. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such rights, options, warrants or convertible or exchangeable securities are not so issued or expire unexercised, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such unissued or unexercised rights, options, warrants or convertible or exchangeable securities had not been issuable. (iii) In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock (A) of shares of any class other than its Common Stock or (B) of evidences of its indebtedness or (C) of assets (excluding cash dividends or distributions (other than extraordinary cash dividends or distributions), and dividends or distributions referred to in Subsection 7(a)(i) hereof) or (D) of rights, options, warrants or convertible or exchangeable securities (excluding those rights, options, warrants or convertible or exchangeable securities referred to in Section 7(a)(ii) hereof), then in each such case the Exercise Price in effect immediately thereafter shall be determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (x) the numerator shall be the total number of shares of Common Stock outstanding on such record date multiplied by the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) per share on such record date, less the aggregate fair market value as determined in good faith by the Board of Directors of the Company of said shares or evidences of indebtedness or assets or rights, options, warrants or convertible or exchangeable securities so distributed, and of which (y) the denominator shall be the total number of shares of Common Stock outstanding on such record date multiplied by such Current Market Price per share. Such adjustment shall be made successively whenever such a record date is fixed. In the event that such distribution is not so made, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed. (iv) For the purpose of any computation under Section 7(a)(ii) or 7(a)(iii) hereof, the "Current Market Price" per share at any date (the "Computation Date") shall be deemed to be the average of the daily Closing Prices of the Common Stock for twenty (20) consecutive Trading Days ending the Trading Day immediately preceding the Computation Date; provided, however, that if there shall have occurred prior to the Computation Date any event described in Subsection 7(a)(i), 7(a)(ii) or 7(a)(iii) which shall have become effective with respect to market transactions at any time (the "Market-Effect Date") on or within such 20-day period, the Closing Price for each Trading Day preceding the Market-Effect Date shall be adjusted, for purposes of calculating such average, by multiplying such Closing Price by a fraction, of which (A) the numerator shall be the Exercise Price as in effect immediately prior to the Computation Date and of which (B) the denominator shall be the Exercise Price as in effect immediately prior to the Market-Effect Date, it being understood that the purpose of this proviso is to ensure that the effect of such event on the market price of the Common Stock shall, as nearly as possible, be eliminated in order that the distortion in the calculation of the Current Market Price may be minimized.would

Adjustment of Exercise Price. Subject to the provisions of this Section 711, the Exercise Price in effect from time to time shall be subject to adjustment, as follows: (i1) In case the event that the Company shall (xi) declare a dividend or make a distribution on the outstanding shares of its Common Stock Shares in shares of its additional Common StockShares, (yii) subdivide or reclassify the outstanding shares of its Common Stock Shares into a greater number of shares, or (ziii) consolidate, combine or reclassify the outstanding shares of its Common Stock Shares into a smaller fewer number of shares, the Exercise Price in effect immediately after the record date for such dividend or distribution or the effective date of such subdivision, consolidation, combination or reclassification reclassification, as the case may be, shall be adjusted so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (A) the numerator shall be the number of shares of Common Stock Shares outstanding immediately before such dividend, distribution, subdivision, consolidation, combination or reclassification, and of which (B) the denominator shall be the number of shares of Common Stock Shares outstanding immediately after such dividend, distribution, subdivision, consolidation, combination or reclassification. Any shares of Common Stock of the Company Shares issuable in payment of a dividend shall be deemed to have been issued immediately prior to the record date or other applicable date cited in Sections 11(2) or 11(3) for such dividend for purposes the purpose of calculating the number of outstanding shares of Common Stock of the Company Shares under Section 7(a)(iiSections 11(2) and 7(a)(iii) hereofor 11(3). Such adjustment shall be made successively whether whenever any event specified above shall occur. (ii2) In case the event that the Company shall fix a record date for the issuance of rights, options, warrants or convertible or exchangeable securities to all or substantially all holders of its Common Stock Shares entitling them (for a period expiring which, by its express terms, expires within forty-five (45) days after such record date) to subscribe for or purchase shares of its Common Stock Shares at a price per share less than the Current Fair Market Price (as such term is defined in Section 7(a)(iv) hereof) Value of a share of Common Stock of the Company Share on such record date, the Exercise Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (A) the numerator shall be the number of shares of Common Stock Shares outstanding on such record date plus the maximum number of shares of Common Stock Shares which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the Current Market Price per share, and of which (B) the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock offered for subscription or purchase. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such rights, options, warrants or convertible or exchangeable securities are not so issued or expire unexercised, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such unissued or unexercised rights, options, warrants or convertible or exchangeable securities had not been issuable. (iii) In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock (A) of shares of any class other than its Common Stock or (B) of evidences of its indebtedness or (C) of assets (excluding cash dividends or distributions (other than extraordinary cash dividends or distributions), and dividends or distributions referred to in Subsection 7(a)(i) hereof) or (D) of rights, options, warrants or convertible or exchangeable securities (excluding those rights, options, warrants or convertible or exchangeable securities referred to in Section 7(a)(ii) hereof), then in each such case the Exercise Price in effect immediately thereafter shall be determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (x) the numerator shall be the total number of shares of Common Stock outstanding on such record date multiplied by the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) per share on such record date, less the aggregate fair market value as determined in good faith by the Board of Directors of the Company of said shares or evidences of indebtedness or assets or rights, options, warrants or convertible or exchangeable securities so distributed, and of which (y) the denominator shall be the total number of shares of Common Stock outstanding on such record date multiplied by such Current Market Price per share. Such adjustment shall be made successively whenever such a record date is fixed. In the event that such distribution is not so made, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed. (iv) For the purpose of any computation under Section 7(a)(ii) or 7(a)(iii) hereof, the "Current Market Price" per share at any date (the "Computation Date") shall be deemed to be the average of the daily Closing Prices of the Common Stock for twenty (20) consecutive Trading Days ending the Trading Day immediately preceding the Computation Date; provided, however, that if there shall have occurred prior to the Computation Date any event described in Subsection 7(a)(i), 7(a)(ii) or 7(a)(iii) which shall have become effective with respect to market transactions at any time (the "Market-Effect Date") on or within such 20-day period, the Closing Price for each Trading Day preceding the Market-Effect Date shall be adjusted, for purposes of calculating such average, by multiplying such Closing Price by a fraction, of which (A) the numerator shall be the Exercise Price as in effect immediately prior to the Computation Date and of which (B) the denominator shall be the Exercise Price as in effect immediately prior to the Market-Effect Date, it being understood that the purpose of this proviso is to ensure that the effect of such event on the market price of the Common Stock shall, as nearly as possible, be eliminated in order that the distortion in the calculation of the Current Market Price may be minimized.Shares

Adjustment of Exercise Price. Subject to the provisions of this Section 7, the The Exercise Price in effect and the Warrant Shares are subject to adjustment from time to time shall be subject to adjustment, as follows:set forth in this Section 7. (ia) In case the Company shall shall, while any Warrants remain outstanding and unexpired, (xi) declare a dividend or make a distribution on the its outstanding shares of its Common Stock in shares of its Common Stock, (yii) subdivide or reclassify the its outstanding shares of its Common Stock into a greater number of shares, or (ziii) combine or reclassify the its outstanding shares of its 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 changed into or exchanged for a different number or 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 immediately after at the time of the record date for such dividend or distribution or of the effective date of such subdivision, combination combination, reclassification, reorganization, merger, consolidation, liquidation or reclassification recapitalization shall be proportionately adjusted so that it the Holder of the Warrant exercised after such date shall equal be entitled to receive the price determined aggregate number and kind of shares or other securities which, if the Warrant had been exercised by multiplying such Holder immediately prior to such date, the Holder would have been entitled to receive upon 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 in effect hereof immediately prior thereto by a fraction, of which (A) the numerator shall be to such event was $10.00 and the number of shares of Common Stock outstanding issuable upon exercise of the Warrant was 20, the adjusted Exercise Price immediately before after such dividend, distribution, subdivision, combination or reclassification, event would be $5.00 and the adjusted number of which (B) shares of Common Stock issuable upon exercise of the denominator Warrant would be 40. Any such adjustment shall be made successively whenever any event listed above shall occur. (b) 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 outstanding immediately after such dividend, distribution, subdivision, combination or reclassification. Any shares purchasable upon the exercise of Common Stock of the Company issuable in payment of a dividend shall be deemed to have been issued immediately prior to the record date for such dividend for purposes of calculating the number of outstanding shares of Common Stock of the Company under Section 7(a)(ii) and 7(a)(iii) hereof. Such adjustment shall be made successively whether any event specified above shall occur. (ii) In case the Company shall fix a record date for the issuance of rights, options, warrants or convertible or exchangeable securities to all holders of its Common Stock entitling them (for a period expiring within forty-five (45) days after such record date) to subscribe for or purchase shares of its Common Stock at a price per share less than the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) of a share of Common Stock of the Company on such record date, the Exercise Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (A) the numerator shall be the number of shares of Common Stock outstanding on such record date plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the Current Market Price per share, and of which (B) the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock offered for subscription or purchase. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such rights, options, warrants or convertible or exchangeable securities are not so issued or expire unexercised, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such unissued or unexercised rights, options, warrants or convertible or exchangeable securities had not been issuable. (iii) In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock (A) of shares of any class other than its Common Stock or (B) of evidences of its indebtedness or (C) of assets (excluding cash dividends or distributions (other than extraordinary cash dividends or distributions), and dividends or distributions referred to in Subsection 7(a)(i) hereof) or (D) of rights, options, warrants or convertible or exchangeable securities (excluding those rights, options, warrants or convertible or exchangeable securities referred to in Section 7(a)(ii) hereof), then in each such case the Exercise Price in effect immediately thereafter shall be determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (x) the numerator shall be the total number of shares of Common Stock outstanding on such record date multiplied by the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) per share on such record date, less the aggregate fair market value as determined in good faith by the Board of Directors of the Company of said shares or evidences of indebtedness or assets or rights, options, warrants or convertible or exchangeable securities so distributed, and of which (y) the denominator shall be the total number of shares of Common Stock outstanding on such record date multiplied by such Current Market Price per share. Such adjustment shall be made successively whenever such a record date is fixed. In the event that such distribution is not so made, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed. (iv) For the purpose of any computation under Section 7(a)(ii) or 7(a)(iii) hereof, the "Current Market Price" per share at any date (the "Computation Date") shall be deemed to be the average of the daily Closing Prices of the Common Stock for twenty (20) consecutive Trading Days ending the Trading Day immediately preceding the Computation DateWarrant; provided, however, that if there any adjustments which by reason of this Section 7(b) are not required to be made shall have occurred prior be carried forward and taken into account in any subsequent adjustment(s). All calculations shall be made to the Computation Date any nearest one hundredth (1/100) of a share. (c) When a specified event described in Subsection 7(a)(i), 7(a)(ii) or 7(a)(iii) which shall have become effective with respect to market transactions at any time (the "Market-Effect Date") on or within such 20-day periodrequiring an adjustment occurs, the Closing Price for each Trading Day preceding the Market-Effect Date Company shall be adjustedpromptly prepare a certificate setting forth, for purposes of calculating such average, by multiplying such Closing Price by a fraction, of which as applicable: (Ai) the numerator shall be the Exercise Price as in effect immediately prior to the Computation Date of each Warrant, and of which (Bii) the denominator number of Warrant Shares covering each Warrant, each as adjusted, and a brief statement of the facts accounting for such adjustment. The Company shall be promptly file with the Exercise Price as in effect immediately prior to the Market-Effect Date, it being understood that the purpose of this proviso is to ensure that the effect of such event on the market price of Warrant Agent and with each transfer agent for the Common Stock shall, as nearly as possible, be eliminated in order that a copy of such certificate and instruct the distortion in the calculation of the Current Market Price may be minimizedWarrant Agent to mail a brief summary thereof to each Holder.

Adjustment of Exercise Price. Subject to the provisions of this Section 7, the The Exercise Price in effect and the Warrant Shares are subject to adjustment from time to time shall be subject to adjustment, as follows:set forth in this Section 8. (ia) In case the Company shall shall, while any Warrants remain outstanding and unexpired, (xi) declare a dividend or make a distribution on the its outstanding shares of its Common Stock in shares of its Common Stock, (yii) subdivide or reclassify the its outstanding shares of its Common Stock into a greater number of shares, or (ziii) combine or reclassify the its outstanding shares of its 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 changed into or exchanged for a different number or 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 immediately after at the time of the record date for such dividend or distribution or of the effective date of such subdivision, combination combination, reclassification, reorganization, merger, consolidation, liquidation or reclassification recapitalization shall be proportionately adjusted so that it the Holder of the Warrant exercised after such date shall equal be entitled to receive the price determined aggregate number and kind of shares or other securities which, if the Warrant had been exercised by multiplying such Holder immediately prior to such date, the Holder would have been entitled to receive upon 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 in effect hereof immediately prior thereto by a fraction, of which (A) the numerator shall be to such event was $6.00 and the number of shares of Common Stock outstanding issuable upon exercise of the Warrant was 1, the adjusted Exercise Price immediately before after such dividend, distribution, subdivision, combination or reclassification, event would be $3.00 and the adjusted number of which (B) shares of Common Stock issuable upon exercise of the denominator Warrant would be 2. Any such adjustment shall be made successively whenever any event listed above shall occur. (b) 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 outstanding immediately after such dividend, distribution, subdivision, combination or reclassification. Any shares purchasable upon the exercise of Common Stock of the Company issuable in payment of a dividend shall be deemed to have been issued immediately prior to the record date for such dividend for purposes of calculating the number of outstanding shares of Common Stock of the Company under Section 7(a)(ii) and 7(a)(iii) hereof. Such adjustment shall be made successively whether any event specified above shall occur. (ii) In case the Company shall fix a record date for the issuance of rights, options, warrants or convertible or exchangeable securities to all holders of its Common Stock entitling them (for a period expiring within forty-five (45) days after such record date) to subscribe for or purchase shares of its Common Stock at a price per share less than the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) of a share of Common Stock of the Company on such record date, the Exercise Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (A) the numerator shall be the number of shares of Common Stock outstanding on such record date plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the Current Market Price per share, and of which (B) the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock offered for subscription or purchase. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such rights, options, warrants or convertible or exchangeable securities are not so issued or expire unexercised, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such unissued or unexercised rights, options, warrants or convertible or exchangeable securities had not been issuable. (iii) In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock (A) of shares of any class other than its Common Stock or (B) of evidences of its indebtedness or (C) of assets (excluding cash dividends or distributions (other than extraordinary cash dividends or distributions), and dividends or distributions referred to in Subsection 7(a)(i) hereof) or (D) of rights, options, warrants or convertible or exchangeable securities (excluding those rights, options, warrants or convertible or exchangeable securities referred to in Section 7(a)(ii) hereof), then in each such case the Exercise Price in effect immediately thereafter shall be determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (x) the numerator shall be the total number of shares of Common Stock outstanding on such record date multiplied by the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) per share on such record date, less the aggregate fair market value as determined in good faith by the Board of Directors of the Company of said shares or evidences of indebtedness or assets or rights, options, warrants or convertible or exchangeable securities so distributed, and of which (y) the denominator shall be the total number of shares of Common Stock outstanding on such record date multiplied by such Current Market Price per share. Such adjustment shall be made successively whenever such a record date is fixed. In the event that such distribution is not so made, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed. (iv) For the purpose of any computation under Section 7(a)(ii) or 7(a)(iii) hereof, the "Current Market Price" per share at any date (the "Computation Date") shall be deemed to be the average of the daily Closing Prices of the Common Stock for twenty (20) consecutive Trading Days ending the Trading Day immediately preceding the Computation DateWarrant; provided, however, that if there any adjustments which by reason of this Section 8(b) are not required to be made shall have occurred prior be carried forward and taken into account in any subsequent adjustment(s). All calculations shall be made to the Computation Date nearest one hundredth (1/100) of a share. (c) When a specified event requiring an adjustment occurs, the Company shall promptly prepare a written 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 facts accounting for such adjustment. The Company shall promptly deliver such written certificate to the Warrant Agent and each transfer agent for the Common Stock, and instruct the Warrant Agent, after providing all information and documents requested by the Warrant Agent, including a brief summary of the information in such written 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 event described in Subsection 7(a)(i)certificate, 7(a)(ii) notice or 7(a)(iii) which shall have become effective instructions provided by the Company with respect to market transactions at any time (the "Market-Effect Date") on or within such 20-day period, the Closing Price for each Trading Day preceding the Market-Effect Date shall be adjusted, for purposes adjustment of calculating such average, by multiplying such Closing Price by a fraction, of which (A) the numerator shall be the Exercise Price as 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 effect immediately prior accordance with any such certificate, notice or instructions or pursuant to this Warrant Agreement. The Warrant Agent shall not be deemed to have knowledge of any such adjustment unless and until it shall have received written notice thereof from the Company. Notwithstanding anything to the Computation Date and of which (B) contrary contained herein, the denominator Warrant Agent shall be the Exercise Price as in effect immediately prior to the Market-Effect Date, it being understood that the purpose have no obligation under any Section of this proviso is Agreement to ensure that the effect of such event on the market price calculate any of the Common Stock shall, as nearly as possible, be eliminated in order that the distortion in the calculation of the Current Market Price may be minimizedadjustments set forth herein.

Adjustment of Exercise Price. Subject (a) If and whenever at any time after the date hereof and prior to the provisions of this Section 7, the Exercise Price in effect from time to time shall be subject to adjustment, as follows: (i) In case Expiry Time the Company shall (x) declare a dividend or make a distribution on the outstanding shares of its Common Stock in shares of its Common Stock, (yi) subdivide or reclassify the redivide its then outstanding shares of its Common Stock Shares into a greater number of sharesCommon Shares, (ii) reduce, combine or consolidate its then outstanding Common Shares into a lesser number of Common Shares or (ziii) combine issue Common Shares (or reclassify securities exchangeable for or convertible into Common Shares) to the outstanding shares holders of all or substantially all of its then outstanding Common Stock into Shares by way of a smaller number stock dividend or other distribution (any of sharessuch events herein called a "Common Share Reorganization"), then the Exercise Price in effect 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 or in (iii) above, as the effective date of such subdivisioncase may be, combination or reclassification shall be adjusted so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto on such effective date or record date, as the case may be, by a fraction, the numerator of which (A) the numerator shall be the number of shares of Common Stock Shares outstanding immediately on such effective date or record date, as the case may be, before giving effect to such dividend, distribution, subdivision, combination or reclassification, Common Share Reorganization and the denominator of which (B) the denominator shall be the number of shares of Common Stock Shares outstanding immediately after giving effect to such dividendCommon Share Reorganization including, distributionin the case where securities exchangeable for or convertible into Common Shares are distributed, subdivision, combination or reclassification. Any shares the number of Common Stock of Shares that would be outstanding if such securities were exchanged for or converted into Common Shares. (b) If at any time after the Company issuable in payment of a dividend shall be deemed to have been issued immediately date hereof and prior to the record date for such dividend for purposes of calculating the number of outstanding shares of Common Stock of the Company under Section 7(a)(ii) and 7(a)(iii) hereof. Such adjustment shall be made successively whether any event specified above shall occur. (ii) In case Expiry Time the Company shall fix a record date for the issuance issue or distribution to the holders of all or substantially all of the outstanding Common Shares, of rights, optionsoptions or warrants pursuant to which such holders are entitled, warrants or convertible or exchangeable securities to all holders of its Common Stock entitling them (for during a period expiring within forty-five (45) not more than 45 days after the record date for such record date) issue (such period being the "Rights Period"), to subscribe for or purchase shares of its Common Stock Shares or securities exchangeable for or convertible into 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 date of issue of such securities) of less than 95% of the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) of a share of Common Stock of the Company Common Shares on such record datedate (any of such events being herein called a "Rights Offering"), the Exercise Price shall be adjusted effective immediately thereafter so that it shall equal after the price record date for the Rights Offering to the amount determined by multiplying the Exercise Price in effect immediately prior thereto on such record date by a fraction, : (i) the numerator of which shall be the aggregate of (A) the numerator number of Common Shares outstanding on the 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 exchanged or 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; and (ii) the denominator of which shall be the aggregate of the number of shares of Common Stock Shares outstanding on such record date plus and the number of shares Common Shares offered pursuant to the Rights Offering (including in the case of the issue or distribution of securities exchangeable for or convertible into Common Shares the number of Common Stock Shares for or into which such securities may be exchanged or 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 offering price of the total number of shares of additional Common Stock so offered would purchase at the Current Market Price per share, and of which (B) the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock Shares offered for subscription or purchase. Such adjustment , or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered, shall be made successively whenever 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 a record date is fixedcalculation. To the extent that any such 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, options or warrants or convertible or exchangeable securities are not so issued or expire unexercisedreferred to in this section 11(c), the Exercise Price then in effect 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 if based upon the number of Common Shares actually issued and remaining issuable after such unissued or unexercised rights, options, warrants or convertible or exchangeable securities had not been issuableexpiry and shall be further readjusted in such manner upon the expiry of any further such right. (iiic) In case If at any time after the date hereof and prior to the Expiry Time, the Company shall fix a record date for the making of a issue or distribution to all the holders of all or substantially all of the Common Shares of: (i) shares of its Common Stock (A) of shares the Company of any class other than its Common Stock Shares; (ii) rights, options or warrants to acquire Common Shares or securities exchangeable for or convertible into Common Shares (Bother than rights, options or warrants pursuant to which holders of Common Shares are entitled, during a period expiring not more than 45 days after the record date for such issue, to subscribe for or 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 date 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 its indebtedness of the Company; or (iv) any property or assets of the Company (C) of assets (including cash, but excluding cash dividends paid in the ordinary course); and if such issue or distributions distribution does not constitute a Common Share Reorganization or a Rights Offering (other than extraordinary cash dividends or distributionsany of such non-excluded events being herein called a "Special Distribution"), and dividends or distributions referred to in Subsection 7(a)(i) hereof) or (D) of rights, options, warrants or convertible or exchangeable securities (excluding those rights, options, warrants or convertible or exchangeable securities referred to in Section 7(a)(ii) hereof), then in each such case the Exercise Price in effect immediately thereafter shall be adjusted effective immediately after the record date for the Special Distribution to the amount determined by multiplying the Exercise Price in effect immediately prior thereto on the record date for the Special Distribution by a fraction, of which : (xA) the numerator of which shall be the total difference between (I) the product of the number of shares of Common Stock Shares outstanding on such record date multiplied 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 (as such term is defined in Section 7(a)(iv) hereof) per share of the Common Shares on such record date, less . Any Common Shares owned by or held for the aggregate fair market value as determined in good faith by the Board of Directors account of the Company of said shares or evidences of indebtedness or assets or rights, options, warrants or convertible or exchangeable securities so distributed, and of which (y) the denominator shall be deemed not to be outstanding for the total number purpose of shares such calculation. To the extent that any adjustment in the Exercise Price occurs pursuant to this section 11(c) as a result of Common Stock outstanding on such record date multiplied the fixing by such Current Market Price per share. Such adjustment shall be made successively whenever such the Company of a record date is fixed. In for the event that such issue or distribution is not so madeof 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 then in effect shall be readjusted immediately after the expiry of any relevant exercise, exchange or conversion right to the Exercise Price 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 record date had not been fixedexpiry, and shall be further readjusted in such manner upon the expiry of any further such right. (ivd) For If and whenever at any time after the purpose date hereof and prior to the Expiry Time there is a capital reorganization of any computation under Section 7(a)(iithe Company or a reclassification or other change in the Common Shares (other than a Common Share Reorganization) or 7(a)(iii) hereof, the "Current Market Price" per share at any date (the "Computation Date") shall be deemed to be the average a consolidation or merger or amalgamation of the daily Closing Prices Company with or into any other corporation or other entity (other than a consolidation, merger or amalgamation which does not result in any reclassification of the outstanding Common Shares or a change of the Common Stock for twenty (20) consecutive Trading Days ending the Trading Day immediately preceding the Computation Date; provided, however, that if there shall have occurred prior to the Computation Date any event described in Subsection 7(a)(iShares into other securities), 7(a)(ii) or 7(a)(iii) 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 the effective date of the Capital Reorganization the Holder shall be entitled to receive, and shall accept, for the same aggregate consideration, upon exercise of the Warrants, in lieu of the number of 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 or property resulting from the Capital Reorganization which the Holder would have become 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 the exercise of the Warrants. If necessary, as a result of any Capital Reorganization, appropriate adjustments shall be made in the application of the provisions of this Warrant Certificate with respect to market transactions at any time (the "Market-Effect Date") on or within such 20-day period, rights and interest thereafter of the Closing Price for each Trading Day preceding the Market-Effect Date shall be adjusted, for purposes of calculating such average, by multiplying such Closing Price by a fraction, of which (A) the numerator shall be the Exercise Price as in effect immediately prior Holder to the Computation Date and of which (B) the denominator shall be the Exercise Price as in effect immediately prior to the Market-Effect Date, it being understood end that the purpose provisions of this proviso is to ensure that the effect of such event on the market price of the Common Stock shall, Warrant Certificate shall thereafter correspondingly be made applicable as nearly as possible, may reasonably be eliminated possible in order that relation to any shares or other securities or property thereafter deliverable upon the distortion in the calculation exercise of the Current Market Price may be minimizedthis Warrant Certificate.

Adjustment of Exercise Price. Subject to the ---------------------------- provisions of this Section 7Article 2, the Exercise Price in effect from time to time upon the exercise of this Option shall be subject to adjustment, as follows: (ia) In case the event that the Company shall (xi) declare a dividend or make a distribution on the outstanding shares of its Common Stock in shares of its Common Stock, (yii) subdivide or reclassify the outstanding shares of its Common Stock into a greater number of shares, or (ziii) combine or reclassify the outstanding shares of its Common Stock into a smaller number of shares, the Exercise Price in effect immediately after the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be adjusted so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, the numerator of which (A) the numerator shall be the number of shares of Common Stock outstanding immediately before such dividend, distribution, subdivision, combination or reclassification, and the denominator of which (B) the denominator shall be the number of shares of Common Stock outstanding immediately after such dividend, distribution, subdivision, combination or reclassification. Any shares of Common Stock of the Company issuable in payment of a dividend shall be deemed to have been issued immediately prior to the record date for such dividend for purposes of calculating the number of outstanding shares of Common Stock of the Company under Section 7(a)(ii) and 7(a)(iii) hereof. Such adjustment adjustments shall be made successively whether whenever any event specified above shall occur. (iib) In case the event that the Company shall fix a record date for the issuance of rights, options, rights or warrants or convertible or exchangeable securities to all holders of its Common Stock entitling them (for a period expiring within forty-five (45) days after such record date) to subscribe for or purchase shares of its Common Stock at a price per share for less than the Current Market Price (as such term is defined in Section 7(a)(iv2.1(e) hereofbelow) of a share of Common Stock of the Company on such record date, the Exercise Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, the numerator of which (A) the numerator shall be the number of shares of Common Stock outstanding on such record date plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of such Common Stock so offered to such holders would purchase at the Current Market Price (as defined in Section 2.1(e) below) per shareshare on such record date, and the denominator of which (B) the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock offered to such holders for subscription or purchase. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such rights, options, rights or warrants or convertible or exchangeable securities are not so issued or expire unexercised, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such unissued or unexercised rights, options, rights or warrants or convertible or exchangeable securities had not been issuable. (iiic) In case the event that the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock (Ai) of shares securities of any class other than its Common Stock or Stock, (Bii) of evidences of its indebtedness or indebtedness, (Ciii) of assets (excluding cash dividends or distributions (other than extraordinary cash dividends or distributions), and dividends or distributions referred to in Subsection 7(a)(i) hereof) or (D) of rights, options, warrants or convertible or exchangeable securities (excluding those rights, options, warrants or convertible or exchangeable securities referred to in Section 7(a)(ii) hereof), then in each such case the Exercise Price in effect immediately thereafter shall be determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (x) the numerator shall be the total number of shares of Common Stock outstanding on such record date multiplied by the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) per share on such record date, less the aggregate fair market value as determined in good faith by the Board of Directors of the Company of said shares or evidences of indebtedness or assets or rights, options, warrants or convertible or exchangeable securities so distributed, and of which (y) the denominator shall be the total number of shares of Common Stock outstanding on such record date multiplied by such Current Market Price per share. Such adjustment shall be made successively whenever such a record date is fixed. In the event that such distribution is not so made, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed. (iv) For the purpose of any computation under Section 7(a)(ii) or 7(a)(iii) hereof, the "Current Market Price" per share at any date (the "Computation Date") shall be deemed to be the average of the daily Closing Prices of the Common Stock for twenty (20) consecutive Trading Days ending the Trading Day immediately preceding the Computation Date; provided, however, that if there shall have occurred prior to the Computation Date any event described in Subsection 7(a)(i), 7(a)(ii) or 7(a)(iii) which shall have become effective with respect to market transactions at any time (the "Market-Effect Date") on or within such 20-day period, the Closing Price for each Trading Day preceding the Market-Effect Date shall be adjusted, for purposes of calculating such average, by multiplying such Closing Price by a fraction, of which (A) the numerator shall be the Exercise Price as in effect immediately prior to the Computation Date and of which (B) the denominator shall be the Exercise Price as in effect immediately prior to the Market-Effect Date, it being understood that the purpose of this proviso is to ensure that the effect of such event on the market price of the Common Stock shall, as nearly as possible, be eliminated in order that the distortion in the calculation of the Current Market Price may be minimized.or

Adjustment of Exercise Price. Subject to the provisions of this Section 7, the The Exercise Price in effect at the time and the number and kind of securities purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time shall be subject to adjustment, upon the happening of certain events as follows: (ia) In case the Company shall shall, while this Warrant remains outstanding and unexpired, (xi) declare a dividend or make a distribution on the its outstanding shares of its Class A Common Stock in shares of its Class A Common Stock, (yii) subdivide or reclassify the its outstanding shares of its Class A Common Stock into a greater number of shares, or (ziii) combine or reclassify the its outstanding shares of its Class A Common Stock into a smaller number of shares, or (iv) enter into any transaction whereby the outstanding shares of Class A Common Stock are at any time changed into or exchanged for a different number or 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 immediately after at the time of the record date for such dividend or distribution or of the effective date of such subdivision, combination combination, reclassification, reorganization, merger, consolidation, liquidation or reclassification recapitalization shall be proportionately adjusted so that it the Holder of this Warrant exercised after such date shall equal be entitled to receive the price determined aggregate number and kind of shares or other securities which, if this Warrant had been exercised by multiplying the Exercise Price in effect such Holder immediately prior thereto by a fractionto such date, of which (A) the numerator shall be the number of shares of Common Stock outstanding immediately before Holder would have been entitled to receive upon such dividend, distribution, subdivision, combination or combination, reclassification, reorganization, merger, consolidation, liquidation or recapitalization. For example, if the Company declares a two-for-one stock subdivision (split) and of which (B) the denominator shall be Exercise Price hereof immediately prior to such event was $10.00 per Share and the number of shares Shares issuable upon exercise of Common Stock outstanding this Warrant was 150,000, the adjusted Exercise Price immediately after such dividend, distribution, subdivision, combination or reclassificationevent would be $5.00 per Share and the adjusted number of Shares issuable upon exercise of this Warrant would be 300,000. Any shares of Common Stock of the Company issuable in payment of a dividend shall be deemed to have been issued immediately prior to the record date for such dividend for purposes of calculating the number of outstanding shares of Common Stock of the Company under Section 7(a)(ii) and 7(a)(iii) hereof. Such adjustment shall be made successively whether whenever any event specified listed above shall occur. (iib) In case Whenever any adjustment shall be made pursuant to Section 6(a), the Company shall fix promptly make a record date for certificate signed by its Chairman, Chief Executive Officer, President, Vice President, Chief Financial Officer or Treasurer, setting forth in reasonable detail the issuance of rightsevent requiring the adjustment, options, warrants or convertible or exchangeable securities to all holders of its Common Stock entitling them (for a period expiring within forty-five (45) days after such record date) to subscribe for or purchase shares of its Common Stock at a price per share less than the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) of a share of Common Stock amount of the Company on such record dateadjustment, the method by which such adjustment was calculated and the adjusted Exercise Price shall be and the adjusted immediately thereafter so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (A) the numerator shall be the number of shares of Class A Common Stock outstanding on issuable upon exercise of this Warrant after giving effect to such record date plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the Current Market Price per shareadjustment, and shall promptly cause copies of which (B) the denominator shall such certificates to be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock offered for subscription or purchase. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such rights, options, warrants or convertible or exchangeable securities are not so issued or expire unexercised, the Exercise Price then in effect shall be readjusted sent to the Exercise Price which would then be in effect if such unissued or unexercised rights, options, warrants or convertible or exchangeable securities had not been issuable. (iii) In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock (A) of shares of any class other than its Common Stock or (B) of evidences of its indebtedness or (C) of assets (excluding cash dividends or distributions (other than extraordinary cash dividends or distributions)Holder, and dividends or distributions referred shall cause a certified copy thereof to in Subsection 7(a)(i) hereof) or (D) be mailed to the Company's transfer agent, if any. The Company may retain a firm of rights, options, warrants or convertible or exchangeable securities (excluding those rights, options, warrants or convertible or exchangeable securities referred to in Section 7(a)(ii) hereof), then in each such case the Exercise Price in effect immediately thereafter shall be determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (x) the numerator shall be the total number of shares of Common Stock outstanding on such record date multiplied by the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) per share on such record date, less the aggregate fair market value as determined in good faith 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 6, and a certificate signed by such firm shall be conclusive evidence of the correctness of such adjustment. (c) If at any time, as a result of an adjustment made pursuant to the provisions of this Section 6, the Holder thereafter shall become entitled to receive upon exercise of this Warrant any shares of the Company other than Class A Common Stock, thereafter the number of said such other shares or evidences so receivable upon exercise of indebtedness or assets or rights, options, warrants or convertible or exchangeable securities so distributed, and of which (y) the denominator this Warrant shall be the total number of shares of Common Stock outstanding subject to adjustment from time to time in a manner and on such record date multiplied by such Current Market Price per share. Such adjustment shall be made successively whenever such a record date is fixed. In the event that such distribution is not so made, the Exercise Price then in effect shall be readjusted terms as nearly equivalent as practicable to the Exercise Price which would then be in effect if such record date had not been fixed. (iv) For the purpose of any computation under Section 7(a)(ii) or 7(a)(iii) hereof, the "Current Market Price" per share at any date (the "Computation Date") shall be deemed to be the average of the daily Closing Prices of the Common Stock for twenty (20) consecutive Trading Days ending the Trading Day immediately preceding the Computation Date; provided, however, that if there shall have occurred prior to the Computation Date any event described in Subsection 7(a)(i), 7(a)(ii) or 7(a)(iii) which shall have become effective provisions with respect to market transactions at any time (the "Market-Effect Date") on or within such 20-day period, the Closing Price for each Trading Day preceding the Market-Effect Date shall be adjusted, for purposes of calculating such average, by multiplying such Closing Price by a fraction, of which (A) the numerator shall be the Exercise Price as in effect immediately prior to the Computation Date and of which (B) the denominator shall be the Exercise Price as in effect immediately prior to the Market-Effect Date, it being understood that the purpose of this proviso is to ensure that the effect of such event on the market price of the Class A Common Stock shall, as nearly as possible, be eliminated contained in order that the distortion in the calculation of the Current Market Price may be minimizedSection 6(a).

Adjustment of Exercise Price. Subject to the provisions of this Section 7, the Exercise Price in effect from time to time shall be subject to adjustment, as follows: (i) In case If the Company Company, at any time while this Warrant is outstanding, (a) shall (x) declare pay a stock dividend or make a distribution on the outstanding shares of its Common Stock in shares of its Common Stock, (yb) subdivide or reclassify the outstanding shares of its Common Stock into a greater larger number of shares, or (zc) combine or reclassify the outstanding shares of its Common Stock into a smaller number of shares, or (d) issue by reclassification of shares of Common Stock any shares of capital stock of the Company, the Exercise Price in effect immediately after the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be adjusted so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto multiplied by a fraction, fraction of which (A) the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such dividend, distribution, subdivision, combination or reclassification, event and of which (B) the denominator shall be the number of shares of Common Stock outstanding after such event. Any adjustment made pursuant to this paragraph (f)(i) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend, distribution, dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. Any shares of Common Stock of the Company issuable in payment of a dividend shall be deemed to have been issued immediately prior to the record date for such dividend for purposes of calculating the number of outstanding shares of Common Stock of the Company under Section 7(a)(ii) and 7(a)(iii) hereof. Such adjustment shall be made successively whether any event specified above shall occurre-classification. (ii) In case If the Company Company, at any time while this Warrant is outstanding, shall fix a record date for the issuance of rights, options, issue rights or warrants or convertible or exchangeable securities to all holders of its Common Stock entitling them (for a period expiring within forty-five (45) days after such record date) to subscribe for or purchase shares of its Common Stock at a price per share less than the Current Per Share Market Price Value (as such term is defined in Section 7(a)(ivbelow) hereof) of a share of Common Stock of at the Company on such record datedate mentioned below, the Exercise Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto multiplied by a fraction, of which (A) the numerator shall be the number of shares of Common Stock outstanding on such record date plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the Current Market Price per share, and of which (B) the denominator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding on the date of issuance of such record date rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at such Per Share Market Value. Such adjustment shall be made successively whenever such a rights or warrants are issued, and shall become effective immediately after the record date is fixedfor the determination of shareholders entitled to receive such rights or warrants. To However, upon the extent that expiration of any right or warrant to purchase Common Stock the issuance of which resulted in an adjustment in the Exercise Price pursuant to this paragraph (f)(ii), if any such rights, options, warrants right or convertible or exchangeable securities are warrant shall expire and shall not so issued or expire unexercisedhave been exercised, the Exercise Price then shall immediately upon such expiration be re-computed and effective immediately upon such expiration be increased to the price which it would have been (but reflecting any other adjustments in effect shall be readjusted to the Exercise Price which would then be in effect if made pursuant to the provisions of section (f) after the issuance of such unissued rights or unexercised rights, options, warrants) had the adjustment of the Exercise Price made upon the issuance of such rights or warrants been made on the basis of offering for subscription or convertible purchase only that number of shares of Common Stock actually purchased upon the exercise of such rights or exchangeable securities had not been issuablewarrants actually exercised. (iii) In case If the Company Company, at any time while this Warrant is outstanding, shall fix a record date for the making of a distribution distribute to all holders of shares of its Common Stock (A) of shares of any class other than its Common Stock or (B) of evidences of its indebtedness or (C) of assets or rights or warrants to subscribe for or purchase any security (excluding cash dividends or distributions (other than extraordinary cash dividends or distributions), and dividends or distributions those referred to in Subsection 7(a)(iparagraphs (f)(i) hereofand (ii) or (D) of rights, options, warrants or convertible or exchangeable securities (excluding those rights, options, warrants or convertible or exchangeable securities referred to in Section 7(a)(ii) hereofabove), then in each such case the Exercise Price in effect immediately at which the Warrant shall thereafter be convertible shall be determined by multiplying the Exercise Price in effect immediately prior thereto to the record date fixed for determination of shareholders entitled to receive such distribution by a fraction, fraction of which (x) the denominator shall be the Per Share Market Value of Common Stock determined as of the record date mentioned above, and of which the numerator shall be such Per Share Market Value of the total number of shares of Common Stock outstanding on such record date multiplied by the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) per share on such record date, less the aggregate then fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of Common Stock as determined by the Board of Directors in good faith; provided, however, that in the event of a distribution exceeding ten percent of the net assets of the Company, such fair market value shall be determined by a nationally recognized or major regional investment banking firm or firm of independent certified public accountants of recognized standing (which may be the firm that regularly examines the financial statements of the Company) (an "Appraiser") selected in good faith by the Board of Directors holder of the Company Warrant; and provided, further, that the Company, after receipt of said shares the determination by such Appraiser shall have the right to select an additional Appraiser, in good faith, in which case the fair market value shall be equal to the average of the determinations by each such Appraiser. In either case the adjustments shall be described in a statement provided to the holder of the Warrant of the portion of assets or evidences of indebtedness so distributed or assets or rights, options, warrants or convertible or exchangeable securities so distributed, and of which (y) the denominator shall be the total number of shares such subscription rights applicable to one share of Common Stock outstanding on such record date multiplied by such Current Market Price per shareStock. Such adjustment shall be made successively whenever such a record date is fixed. In the event that any such distribution is not so made, made and shall become effective immediately after the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixedmentioned above. (iv) For the purpose of any computation All calculations under Section 7(a)(ii) or 7(a)(iii) hereof, the "Current Market Price" per share at any date this section (the "Computation Date"f) shall be made to the nearest cent or the nearest l/l00th of a share, as the case may be. (v) Whenever the Exercise Price is adjusted pursuant to paragraphs (f)(i), (ii) or (iii), the Company shall promptly mail to the holder of the Warrant, a notice setting forth the Exercise Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. (vi) In case of any reclassification of the Common Stock, any consolidation or merger of the Company with or into another person pursuant to which (i) a majority of the Company's Board of Directors will not constitute a majority of the board of directors of the surviving entity or (ii) less than 65% of the outstanding shares of the capital stock of the surviving entity will be held by the same shareholders of the Company prior to such reclassification, consolidation or merger, the sale or transfer of all or substantially all of the assets of the Company or any compulsory share exchange pursuant to which the Common Stock is converted into other securities, cash or property, the holder of the Warrant shall have the right thereafter to convert the Warrant only into the shares of stock and other securities, cash and property receivable upon or deemed to be held by holders of Common Stock following such reclassification, consolidation, merger, sale, transfer or share exchange, and the average holder of the daily Closing Prices Warrant shall be entitled upon such event to receive such amount of securities, cash or property as the shares of the Common Stock for twenty (20) consecutive Trading Days ending of the Trading Day Company into which the Warrant could have been converted immediately preceding the Computation Dateprior to such reclassification, consolidation, merger, sale, transfer or share exchange would have been entitled; provided, however, that if there such reclassification, consolidation or merger is approved by the Company's Board of Directors, the holder of the Warrant shall have occurred prior the option to require the Company to redeem, from funds legally available therefor at the time of such redemption, the Warrant at a price per share equal to the Computation Date any event described in Subsection 7(a)(i), 7(a)(iiproduct of (i) or 7(a)(iiithe average Per Share Market Value for the five Trading Days immediately preceding (1) which shall have become the effective with respect to market transactions at any time (the "Market-Effect Date") on or within such 20-day perioddate, the Closing Price for each Trading Day preceding date of the Market-Effect Date shall be adjustedclosing or the date of the announcement, for purposes of calculating such average, by multiplying such Closing Price by a fractionas the case may be, of which the reclassification, consolidation, merger, sale, transfer or share exchange the triggering such redemption right or (A2) the numerator shall be date of payment in full by the Company of the redemption price hereunder, whichever is greater, and (ii) the Exercise Price calculated on the date of the closing or the effective date, as the case may be, of the reclassification, consolidation, merger, sale, transfer or share exchange triggering such redemption right, as the case may be. The entire redemption price shall be paid in effect immediately prior cash. The terms of any such consolidation, merger, sale, transfer or share exchange shall include such terms so as to continue to give to the Computation Date and holder of which the Warrant the right to receive the securities, cash or property set forth in this paragraph (Bf)(vi) upon any conversion or redemption following such consolidation, merger, sale, transfer or share exchange. This provision shall similarly apply to successive reclassifications, consolidations, mergers, sales, transfers or share exchanges. (vii) If: A. the denominator Company shall be declare a dividend (or any other distribution) on its Common Stock; or B. the Exercise Price as in effect immediately prior Company shall declare a special nonrecurring cash dividend on or a redemption of its Common Stock; or C. the Company shall authorize the granting to the Market-Effect Date, it being understood that the purpose of this proviso is to ensure that the effect of such event on the market price all holders of the Common Stock shallrights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights; or D. the approval of any shareholders of the Company shall be required in connection with any reclassification of the Common Stock of the Company, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share of exchange whereby the Common Stock is converted into other securities, cash or property; or E. the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company; then the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Warrant, and shall cause to be mailed to the holder of this Warrant at its address as nearly it shall appear below, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as possibleof which the holders of Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be eliminated in order determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided, however, that the distortion failure to mail such notice or any defect therein or in the calculation mailing thereof shall not affect the validity of the Current Market Price may corporate action required to be minimizedspecified in such notice. The holder of this Warrant is entitled to exercise all or a portion of this Warrant during the 20-day period commencing the date of such notice to the effective date of the event triggering such notice.

Adjustment of Exercise Price. Subject The Exercise Price shall be subject to adjustment from time to time as follows: (a) if and whenever at any time prior to the provisions Exercise Date the Corporation shall (i) subdivide or re-divide the outstanding Common Shares into a greater number of this Section 7shares; (ii) reduce, combine or consolidate the outstanding Common Shares into a smaller number of shares; or (iii) issue Common Shares to the holders of all or substantially all of the outstanding Common Shares by way of a stock dividend (other than the issue of Common Shares to holders of Common Shares who have elected to receive dividends in the form of Common Shares in lieu of dividends paid in the ordinary course on the Common Shares), the Exercise Price in effect from time to time shall be subject to adjustment, as follows: (i) In case the Company shall (x) declare a dividend or make a distribution on the outstanding shares of its Common Stock in shares of its Common Stock, (y) subdivide or reclassify the outstanding shares of its Common Stock into a greater number of shares, or (z) combine or reclassify the outstanding shares of its Common Stock into a smaller number of shares, the Exercise Price in effect immediately after the record date for such dividend or distribution or the effective date of such subdivision, re-division, reduction, combination or reclassification consolidation or on the record date for such issue of Common Shares by way of a stock dividend, as the case may be, shall in the case of any of the events referred to in (i) and (iii) above be decreased in proportion to the number of outstanding Common Shares resulting from such subdivision, redivision or dividend, or shall, in the case of any of the events referred to in (ii) above, be increased in proportion to the number of outstanding Common Shares resulting from such reduction, combination or consolidation. Such adjustment shall be made successively whenever any event referred to in this Section 11 shall occur. Any such issue of Common Shares by way of a stock dividend shall be deemed to have been made on the record date for the stock dividend for the purpose of calculating the number of outstanding Common Shares under subsections (b) and (c) of this Section 11; (b) if and whenever at any time prior to the Exercise Date the Corporation shall fix a record date for the issuance of rights or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities convertible into or exchangeable for Common Shares) at a price per share (or having a conversion or exchange price per share) less than 80% of the current market price of a Common Share on such record date, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto on such record date by a fraction, of which which: (Ai) the numerator shall be the number of shares of Common Stock outstanding immediately before such dividend, distribution, subdivision, combination or reclassification, and of which (B) the denominator shall be the number of shares of Common Stock outstanding immediately after such dividend, distribution, subdivision, combination or reclassification. Any shares of Common Stock of the Company issuable in payment of a dividend shall be deemed to have been issued immediately prior to the record date for such dividend for purposes of calculating the number of outstanding shares of Common Stock of the Company under Section 7(a)(ii) and 7(a)(iii) hereof. Such adjustment shall be made successively whether any event specified above shall occur. (ii) In case the Company shall fix a record date for the issuance of rights, options, warrants or convertible or exchangeable securities to all holders of its Common Stock entitling them (for a period expiring within forty-five (45) days after such record date) to subscribe for or purchase shares of its Common Stock at a price per share less than the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) of a share of Common Stock of the Company on such record date, the Exercise Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (A) the numerator shall be the number of shares of Common Stock outstanding on such record date plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the Current Market Price per share, and of which (B) the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock offered for subscription or purchase. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such rights, options, warrants or convertible or exchangeable securities are not so issued or expire unexercised, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such unissued or unexercised rights, options, warrants or convertible or exchangeable securities had not been issuable. (iii) In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock (A) of shares of any class other than its Common Stock or (B) of evidences of its indebtedness or (C) of assets (excluding cash dividends or distributions (other than extraordinary cash dividends or distributions), and dividends or distributions referred to in Subsection 7(a)(i) hereof) or (D) of rights, options, warrants or convertible or exchangeable securities (excluding those rights, options, warrants or convertible or exchangeable securities referred to in Section 7(a)(ii) hereof), then in each such case the Exercise Price in effect immediately thereafter shall be determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (x) the numerator shall be the total number of shares of Common Stock outstanding on such record date multiplied by the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) per share on such record date, less the aggregate fair market value as determined in good faith by the Board of Directors of the Company of said shares or evidences of indebtedness or assets or rights, options, warrants or convertible or exchangeable securities so distributed, and of which (y) the denominator shall be the total number of shares of Common Stock outstanding on such record date multiplied by such Current Market Price per share. Such adjustment shall be made successively whenever such a record date is fixed. In the event that such distribution is not so made, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed. (iv) For the purpose of any computation under Section 7(a)(ii) or 7(a)(iii) hereof, the "Current Market Price" per share at any date (the "Computation Date") shall be deemed to be the average of the daily Closing Prices of the Common Stock for twenty (20) consecutive Trading Days ending the Trading Day immediately preceding the Computation Date; provided, however, that if there shall have occurred prior to the Computation Date any event described in Subsection 7(a)(i), 7(a)(ii) or 7(a)(iii) which shall have become effective with respect to market transactions at any time (the "Market-Effect Date") on or within such 20-day period, the Closing Price for each Trading Day preceding the Market-Effect Date shall be adjusted, for purposes of calculating such average, by multiplying such Closing Price by a fraction, of which (A) the numerator shall be the Exercise Price as in effect immediately prior to the Computation Date and of which (B) the denominator shall be the Exercise Price as in effect immediately prior to the Market-Effect Date, it being understood that the purpose of this proviso is to ensure that the effect of such event on the market price of the Common Stock shall, as nearly as possible, be eliminated in order that the distortion in the calculation of the Current Market Price may be minimized.of

Adjustment of Exercise Price. Subject to the provisions of this Section 7, the The Exercise Price in effect from time to time shall be subject to adjustment, as follows: (ia) In case the Company shall (xi) declare a dividend or make a distribution on the outstanding shares of its Common Stock capital stock that is payable in shares of its Common Stock, (yii) subdivide subdivide, split or reclassify the outstanding shares of its Common Stock into a greater number of shares, or (ziii) combine or reclassify the outstanding shares of its Common Stock into a smaller number of shares, the Exercise Price in effect immediately after the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be adjusted so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (A) the numerator shall be the number of shares of Common Stock outstanding immediately before such dividend, distribution, split, subdivision, combination or reclassification, and of which (B) the denominator shall be the number of shares of Common Stock outstanding immediately after such dividend, distribution, split, subdivision, combination or reclassification. Any shares of Common Stock of the Company issuable in payment of a dividend shall be deemed to have been issued immediately prior to the record date for such dividend for purposes of calculating the number of outstanding shares of Common Stock of the Company under this Section 7(a)(ii) and 7(a)(iii) hereof6. Such adjustment shall be made successively whether any upon the occurrence of each event specified above shall occurabove. (iib) In case the Company shall fix fixes a record date for the issuance to holders of its Common Stock of rights, options, warrants or convertible or exchangeable securities to all generally entitling such holders of its Common Stock entitling them (for a period expiring within forty-five (45) days after such record date) to subscribe for or purchase shares of its Common Stock at a price per share less than the Current Market Price (as such term is defined in Section 7(a)(ivSubsection 6.1(d) hereof) of a per share of Common Stock of the Company on such record date, the Exercise Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (A) the numerator shall be the number of shares of Common Stock outstanding on such record date plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the Current Market Price per share, and of which (B) the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock offered for subscription or purchase. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such rights, options, warrants or convertible or exchangeable securities are not so issued or expire unexercised, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such unissued or unexercised rights, options, warrants or convertible or exchangeable securities had not been issuable. (iii) In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock (A) of shares of any class other than its Common Stock or (B) of evidences of its indebtedness or (C) of assets (excluding cash dividends or distributions (other than extraordinary cash dividends or distributions), and dividends or distributions referred to in Subsection 7(a)(i) hereof) or (D) of rights, options, warrants or convertible or exchangeable securities (excluding those rights, options, warrants or convertible or exchangeable securities referred to in Section 7(a)(ii) hereof), then in each such case the Exercise Price in effect immediately thereafter shall be determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (x) the numerator shall be the total number of shares of Common Stock outstanding on such record date multiplied by the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) per share on such record date, less the aggregate fair market value as determined in good faith by the Board of Directors of the Company of said shares or evidences of indebtedness or assets or rights, options, warrants or convertible or exchangeable securities so distributed, and of which (y) the denominator shall be the total number of shares of Common Stock outstanding on such record date multiplied by such Current Market Price per share. Such adjustment shall be made successively whenever such a record date is fixed. In the event that such distribution is not so made, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed. (iv) For the purpose of any computation under Section 7(a)(ii) or 7(a)(iii) hereof, the "Current Market Price" per share at any date (the "Computation Date") shall be deemed to be the average of the daily Closing Prices of the Common Stock for twenty (20) consecutive Trading Days ending the Trading Day immediately preceding the Computation Date; provided, however, that if there shall have occurred prior to the Computation Date any event described in Subsection 7(a)(i), 7(a)(ii) or 7(a)(iii) which shall have become effective with respect to market transactions at any time (the "Market-Effect Date") on or within such 20-day period, the Closing Price for each Trading Day preceding the Market-Effect Date shall be adjusted, for purposes of calculating such average, by multiplying such Closing Price by a fraction, of which (A) the numerator shall be the Exercise Price as in effect immediately prior to the Computation Date and of which (B) the denominator shall be the Exercise Price as in effect immediately prior to the Market-Effect Date, it being understood that the purpose of this proviso is to ensure that the effect of such event on the market price of the Common Stock shall, as nearly as possible, be eliminated in order that the distortion in the calculation of the Current Market Price may be minimized.multiplying

Adjustment of Exercise Price. Subject to the provisions of this Section 7, the The Exercise Price in effect at the time and the number and kind of securities purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time shall be subject to adjustment, upon the happening of certain events as follows: (ia) In case the Company shall (xi) declare a dividend or make a distribution on the its outstanding shares of its Common Stock in shares of its Common Stock, (yii) subdivide or reclassify the its outstanding shares of its Common Stock into a greater number of shares, or (ziii) combine or reclassify the its outstanding shares of its Common Stock into a smaller number of shares, or (iv) enter into any transaction whereby the outstanding Common Stock of the Company are at any time changed into or exchanged for a different number or 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 immediately after at the time of the record date for such dividend or distribution or of the effective date of such subdivision, combination combination, reclassification, reorganization, merger, consolidation, liquidation or reclassification recapitalization shall be proportionately adjusted so that it the Holder of this Warrant exercised after such date shall equal be entitled to receive the price determined aggregate number and kind of shares or other securities which, if this Warrant had been exercised by multiplying the Exercise Price in effect such Holder immediately prior thereto by a fractionto such date, of which (A) the numerator shall be the number of shares of Common Stock outstanding immediately before Holder would have been entitled to receive upon such dividend, distribution, subdivision, combination or combination, reclassification, reorganization, merger, consolidation, liquidation or recapitalization. For example, if the Company declares a 2 for 1 stock subdivision (forward split) and of which (B) the denominator shall be Exercise Price hereof immediately prior to such event was $7.00 per Share and the number of shares Shares issuable upon exercise of Common Stock outstanding this Warrant was 85,500, the adjusted Exercise Price immediately after such dividend, distribution, subdivision, combination or reclassification. Any shares of Common Stock of event would be $3.50 per Share and the Company issuable in payment of a dividend shall be deemed to have been issued immediately prior to the record date for such dividend for purposes of calculating the adjusted number of outstanding shares Shares issuable upon exercise of Common Stock of the Company under Section 7(a)(ii) and 7(a)(iii) hereof. Such adjustment shall this Warrant would be made successively whether any event specified above shall occur. (ii) In case the Company shall fix a record date for the issuance of rights, options, warrants or convertible or exchangeable securities to all holders of its Common Stock entitling them (for a period expiring within forty-five (45) days after such record date) to subscribe for or purchase shares of its Common Stock at a price per share less than the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) of a share of Common Stock of the Company on such record date, the Exercise Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (A) the numerator shall be the number of shares of Common Stock outstanding on such record date plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the Current Market Price per share, and of which (B) the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock offered for subscription or purchase171,000. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such rights, options, warrants or convertible or exchangeable securities are not so issued or expire unexercised, the Exercise Price then in effect event listed above shall be readjusted to the Exercise Price which would then be in effect if such unissued or unexercised rights, options, warrants or convertible or exchangeable securities had not been issuableoccur. (iiib) In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock (A) of shares of any class other than its Common Stock or (B) of evidences of its indebtedness or (C) of assets (excluding cash dividends or distributions (other than extraordinary cash dividends or distributions), and dividends or distributions referred to in Subsection 7(a)(i) hereof) or (D) of rights, options, warrants or convertible or exchangeable securities (excluding those rights, options, warrants or convertible or exchangeable securities referred to in Section 7(a)(ii) hereof), then in each such case the Exercise Price in effect immediately thereafter shall be determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (x) the numerator shall be the total number of shares of Common Stock outstanding on such record date multiplied by the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) per share on such record date, less the aggregate fair market value as determined in good faith by the Board of Directors of the Company of said shares or evidences of indebtedness or assets or rights, options, warrants or convertible or exchangeable securities so distributed, and of which (y) the denominator shall be the total number of shares of Common Stock outstanding on such record date multiplied by such Current Market Price per share. Such adjustment shall be made successively whenever such a record date is fixed. In the event that such distribution is not so madeat any time, as a result of an adjustment made pursuant to the provisions of this Section 8, the Exercise Price then in effect Holder of the 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 readjusted subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the Exercise Price which would then be in effect if such record date had not been fixed. (iv) For the purpose of any computation under Section 7(a)(ii) or 7(a)(iii) hereof, the "Current Market Price" per share at any date (the "Computation Date") shall be deemed provisions with respect to be the average of the daily Closing Prices of the Common Stock for twenty (20contained in Section 8(a) consecutive Trading Days ending the Trading Day immediately preceding the Computation Date; provided, however, that if there shall have occurred prior to the Computation Date any event described in Subsection 7(a)(i), 7(a)(ii) or 7(a)(iii) which shall have become effective with respect to market transactions at any time (the "Market-Effect Date") on or within such 20-day period, the Closing Price for each Trading Day preceding the Market-Effect Date shall be adjusted, for purposes of calculating such average, by multiplying such Closing Price by a fraction, of which (A) the numerator shall be the Exercise Price as in effect immediately prior to the Computation Date and of which (B) the denominator shall be the Exercise Price as in effect immediately prior to the Market-Effect Date, it being understood that the purpose of this proviso is to ensure that the effect of such event on the market price of the Common Stock shall, as nearly as possible, be eliminated in order that the distortion in the calculation of the Current Market Price may be minimizedabove.

Adjustment of Exercise Price. Subject to the provisions of this Section 7, the The Exercise Price specified in effect Section 2.01 shall be subject to adjustment from time to time shall be subject to adjustment, as follows: (a) If the Company shall, at any time or from time to time while the Warrants are outstanding, (i) In case the Company shall (x) declare pay a dividend or make a distribution on all or substantially all its Ordinary Shares payable in Ordinary Shares; (ii) subdivide the outstanding shares of its Common Stock in shares of its Common Stock, (y) subdivide or reclassify the outstanding shares of its Common Stock Ordinary Shares into a greater number of shares, ; or (ziii) combine or reclassify the outstanding shares of its Common Stock Ordinary Shares into a smaller number of shares, then in any such case the Exercise Price in effect immediately prior thereto shall be adjusted to a price obtained by multiplying such Exercise Price by a fraction of which the numerator shall be the number of Ordinary Shares outstanding immediately prior to such action (or at the Close of Business on the Business Day immediately preceding the ex-date for such dividend or distribution in the case of an adjustment made pursuant to clause (i)) and the denominator shall be the number of Ordinary Shares outstanding immediately after giving effect to such action (or at the Close of Business on the Business Day immediately preceding the ex-date for such dividend or distribution in the case of an adjustment made pursuant to clause (i)). An adjustment made pursuant to clause (i) of this subsection (a) shall become effective retroactively immediately after the ex-date for such dividend or distribution, and an adjustment made pursuant to clause (ii) or (iii) of this subsection (a) shall become effective immediately after the opening of business the effective date of such subdivision or combination. If any dividend or distribution of the type described in this clause (a) is declared but not so paid or made, the Exercise Price shall again be adjusted to the Exercise Price which would then be in effect if such dividend or distribution had not been declared. (b) In case the Company shall, at any time or from time to time while the Warrants are outstanding, issue or distribute rights, options or warrants (other than pursuant to a Rights Plan) to all or substantially all holders of its Ordinary Shares entitling them, for a period expiring within 60 days after the record date for such issuance or distribution, to subscribe for or purchase Ordinary Shares at a price per share less than the Market Price as of the Close of Business on the Trading Day immediately preceding the first public announcement of such issuance or distribution, the Exercise Price in effect immediately prior thereto shall be adjusted to a price obtained by multiplying such Exercise Price by a fraction of which (i) the numerator shall be the number of Ordinary Shares outstanding on the Close of Business on the Business Day immediately preceding the ex-date for such distribution or issuance plus the number of Ordinary Shares which the aggregate offering price of the total number of shares so to be offered would purchase at the Market Price on the first public announcement date for such issuance or distribution (determined by multiplying such total number of Ordinary Shares so offered by the exercise price of such rights, options or warrants and dividing the product so obtained by such Market Price); and (ii) the denominator shall be the number of Ordinary Shares outstanding at the Close of Business on the Business Day immediately preceding the ex-date for such distribution or issuance plus the number of additional Ordinary Shares to be offered for subscription or purchase; provided, however, that no adjustment shall be made if the Company issues or distributes to each Warrantholder the rights, options or warrants which each Warrantholder would have been entitled to receive had such holder’s Warrants been exercised prior to the record date mentioned below. Any such adjustments shall be made whenever such rights, options or warrants are issued and shall become effective immediately after the opening of business on the ex-date for such distribution or issuance. In determining whether any such rights, options or warrants are issued at less than the Market Price, and in determining the aggregate offering price of such Ordinary Shares, there shall be taken into account any consideration received by the Company for such rights, options or warrants, the value of such consideration, if other than cash, to be determined by the Board of Directors of the Company, whose determination shall be conclusive and described in a certificate filed with the Warrant Agent. Upon the expiration of any right, option or warrant to purchase Ordinary Shares the issuance of which resulted in an adjustment to the Exercise Price pursuant to this clause (b), if any such right, option or warrant shall expire and shall not have been exercised, the Exercise Price shall immediately upon such expiration be recomputed to the Exercise Price which would have been in effect had the adjustment of the Exercise Price made upon the issuance of such rights, options or warrants been made on the basis of offering for subscription or purchase only that number of Ordinary Shares actually purchased upon the exercise of such rights, options or warrants actually exercised. In the event such rights, options or warrants are not so issued or distributed, the Exercise Price shall again be adjusted to the Exercise Price which would then be in effect if the ex-date for such issuance or distribution had not occurred. (c) In case the Company shall, at any time or from time to time while the Warrants are outstanding, distribute to all or substantially all holders of its Ordinary Shares evidences of its indebtedness or assets (excluding any cash dividend or distribution referred to in subsection (d) below) or rights, options or warrants to subscribe for (excluding those referred to in subsection (b) above or pursuant to a Rights Plan) shares of capital stock of any class of the effective date of Company other than Ordinary Shares (“Distributed Property”), in each such subdivision, combination or reclassification case the Exercise Price in effect immediately prior thereto shall be adjusted to a price obtained by multiplying such Exercise Price by a fraction: (i) the numerator of which shall be the Market Price of the Ordinary Shares immediately preceding the ex-date for such distribution; and (ii) the denominator of which shall be such Market Price of the Ordinary Shares on the Business Day immediately preceding the ex-date for such distribution plus the fair market value (as determined by the Board of Directors whose determination shall be conclusive, and described in a statement filed with the Warrant Agent) of the portion of the Distributed Property applicable to one Ordinary Share; provided, however, that no adjustment shall be made (1) if the Company issues or distributes to each Warrantholder the subscription rights, options or warrants referred to above in this subsection (c) that each Warrantholder would have been entitled to receive had the Warrants been exercised prior to the record date mentioned below; or (2) if the Company makes adequate provision so that each Warrantholder shall receive, upon the exercise of the Warrants at any time after the distribution of the Distributed Property, the Distributed Property that such Warrantholder would have been entitled to receive had the Warrants been exercised prior to the ex-date for such distribution (it being agreed that the provision contemplated by this clause (2) shall be made if the fair market value of the portion of Distributed Property applicable to one Ordinary Share as set forth above is equal to or greater than the Market Price of the Ordinary Shares on the Business Day immediately preceding the ex-date for such distribution). Any such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the opening of business on ex-date for such distribution. In the event that such dividend or distribution is not so paid or made, the Exercise Price shall again be adjusted to be the Exercise Price that would then be in effect if such dividend or distribution had not been declared. Notwithstanding anything to the contrary in this Section 3.01(c), if the Company distributes capital stock of, or similar equity interests in, a Subsidiary of the Company or other business unit of the Company (a “Spin-Off”), then the Exercise Price shall be decreased so that the same shall equal the price determined by multiplying the Exercise Price in effect at the opening of business on the 15th Trading Day immediately prior thereto following the ex-date for such Spin-Off by a fraction, of which (A) the numerator shall be the number of shares of Common Stock outstanding immediately before such dividend, distribution, subdivision, combination or reclassification, and of which (B) the denominator shall be the number of shares of Common Stock outstanding immediately after such dividend, distribution, subdivision, combination or reclassification. Any shares of Common Stock of the Company issuable in payment of a dividend shall be deemed to have been issued immediately prior to the record date for such dividend for purposes of calculating the number of outstanding shares of Common Stock of the Company under Section 7(a)(ii) and 7(a)(iii) hereof. Such adjustment shall be made successively whether any event specified above shall occur. (ii) In case the Company shall fix a record date for the issuance of rights, options, warrants or convertible or exchangeable securities to all holders of its Common Stock entitling them (for a period expiring within forty-five (45) days after such record date) to subscribe for or purchase shares of its Common Stock at a price per share less than the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) of a share of Common Stock of the Company on such record date, the Exercise Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (A) the numerator shall be the number of shares of Common Stock outstanding on such record date plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the Current Market Price per share, and of which (B) the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock offered for subscription or purchase. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such rights, options, warrants or convertible or exchangeable securities are not so issued or expire unexercised, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such unissued or unexercised rights, options, warrants or convertible or exchangeable securities had not been issuable. (iii) In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock (A) of shares of any class other than its Common Stock or (B) of evidences of its indebtedness or (C) of assets (excluding cash dividends or distributions (other than extraordinary cash dividends or distributions), and dividends or distributions referred to in Subsection 7(a)(i) hereof) or (D) of rights, options, warrants or convertible or exchangeable securities (excluding those rights, options, warrants or convertible or exchangeable securities referred to in Section 7(a)(ii) hereof), then in each such case the Exercise Price in effect immediately thereafter shall be determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (x) the numerator shall be the total number of shares of Common Stock outstanding on such record date multiplied by the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) per share on such record date, less the aggregate fair market value as determined in good faith by the Board of Directors of the Company of said shares or evidences of indebtedness or assets or rights, options, warrants or convertible or exchangeable securities so distributed, and of which (y) the denominator shall be the total number of shares of Common Stock outstanding on such record date multiplied by such Current Market Price per share. Such adjustment shall be made successively whenever such a record date is fixed. In the event that such distribution is not so made, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed. (iv) For the purpose of any computation under Section 7(a)(ii) or 7(a)(iii) hereof, the "Current Market Price" per share at any date (the "Computation Date") shall be deemed to be the average of the daily Closing Prices of the Common Stock for twenty (20) consecutive Trading Days ending the Trading Day immediately preceding the Computation Date; provided, however, that if there shall have occurred prior to the Computation Date any event described in Subsection 7(a)(i), 7(a)(ii) or 7(a)(iii) which shall have become effective with respect to market transactions at any time (the "Market-Effect Date") on or within such 20-day period, the Closing Price for each Trading Day preceding the Market-Effect Date shall be adjusted, for purposes of calculating such average, by multiplying such Closing Price by a fraction, of which (A) the numerator shall be the Exercise Price as in effect immediately prior to the Computation Date and of which (B) the denominator shall be the Exercise Price as in effect immediately prior to the Market-Effect Date, it being understood that the purpose of this proviso is to ensure that the effect of such event on the market price of the Common Stock shall, as nearly as possible, be eliminated in order that the distortion in the calculation of the Current Market Price may be minimized.:

Adjustment of Exercise Price. Subject to the provisions of this Section 7, the The Exercise Price in effect at the time and the number and kind of securities purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time shall be subject to adjustment, upon the happening of certain events as follows: (ia) In case the Company shall shall, while this Warrant remains outstanding and unexpired, (xi) declare a dividend or make a distribution on the its outstanding shares of its Common Stock in shares of its Common Stock, (yii) subdivide or reclassify the its outstanding shares of its Common Stock into a greater number of shares, or (ziii) combine or reclassify the its outstanding shares of its 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 changed into or exchanged for a different number or kind of shares or other securities of the Company or of another entity through reorganization, merger, consolidation, liquidation, conversion 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 immediately after at the time of the record date for such dividend or distribution or of the effective date of such subdivision, combination combination, reclassification, reorganization, merger, consolidation, liquidation or reclassification recapitalization shall be proportionately adjusted so that it the Holder of this Warrant exercised after such date shall equal be entitled to receive the price determined aggregate number and kind of shares or other securities which, if this Warrant had been exercised by multiplying the Exercise Price in effect such Holder immediately prior thereto by a fractionto such date, of which (A) the numerator shall be the number of shares of Common Stock outstanding immediately before Holder would have been entitled to receive upon such dividend, distribution, subdivision, combination or 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 $25.00 per Share and the number of which (B) Shares issuable upon exercise of this Warrant was 30, the denominator adjusted Exercise Price immediately after such event would be $12.50 per Share and the adjusted number of Shares issuable upon exercise of this Warrant would be 60. Any such adjustment shall be made successively whenever any 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 outstanding immediately issuable upon exercise of this Warrant after giving effect to such dividendadjustment, distribution, subdivision, combination or reclassification. Any shares and shall promptly cause copies of Common Stock of the Company issuable in payment of a dividend shall such certificates to be deemed to have been issued immediately prior sent to the record date for such dividend for purposes of calculating the number of outstanding shares of Common Stock of the Company under Section 7(a)(ii) and 7(a)(iii) hereof. Such adjustment shall be made successively whether any event specified above shall occur. (ii) In case the Company shall fix a record date for the issuance of rights, options, warrants or convertible or exchangeable securities to all holders of its Common Stock entitling them (for a period expiring within forty-five (45) days after such record date) to subscribe for or purchase shares of its Common Stock at a price per share less than the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) of a share of Common Stock of the Company on such record date, the Exercise Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (A) the numerator shall be the number of shares of Common Stock outstanding on such record date plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the Current Market Price per shareHolder, and of which (B) the denominator shall cause a certified copy thereof to be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock offered for subscription or purchase. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such rights, options, warrants or convertible or exchangeable securities are not so issued or expire unexercised, the Exercise Price then in effect shall be readjusted mailed to the Exercise Price which would then be in effect Company's transfer agent, if such unissued or unexercised rights, options, warrants or convertible or exchangeable securities had not been issuable. (iii) In case the any. The Company shall fix may retain a record date for the making firm of a distribution to all holders of shares of its Common Stock (A) of shares of any class other than its Common Stock or (B) of evidences of its indebtedness or (C) of assets (excluding cash dividends or distributions (other than extraordinary cash dividends or distributions), and dividends or distributions referred to in Subsection 7(a)(i) hereof) or (D) of rights, options, warrants or convertible or exchangeable securities (excluding those rights, options, warrants or convertible or exchangeable securities referred to in Section 7(a)(ii) hereof), then in each such case the Exercise Price in effect immediately thereafter shall be determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (x) the numerator shall be the total number of shares of Common Stock outstanding on such record date multiplied by the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) per share on such record date, less the aggregate fair market value as determined in good faith independent certified public accountants selected by the Board of Directors of the Company of said shares or evidences of indebtedness or assets or rights, options, warrants or convertible or exchangeable securities so distributed(who may be the regular accountants employed by the Company) to make any computation required by this Section 6, and of which (y) the denominator a certificate signed by such firm shall be conclusive evidence of the total number correctness of shares of Common Stock outstanding on such record date multiplied by such Current Market Price per share. Such adjustment shall be made successively whenever such a record date is fixed. In the event that such distribution is not so made, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixedadjustment. (ivc) For If at any time, as a result of an adjustment made pursuant to the purpose provisions of any computation under this Section 7(a)(ii) or 7(a)(iii) hereof6, the "Current Market Price" per share at Holder thereafter shall become entitled to receive upon exercise of this Warrant any date (shares of the "Computation Date") Company other than Common Stock, thereafter the number of such other shares so receivable upon exercise of this Warrant shall be deemed subject to be adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the average of the daily Closing Prices of provisions with respect to the Common Stock for twenty (20) consecutive Trading Days ending the Trading Day immediately preceding the Computation Date; provided, however, that if there shall have occurred prior to the Computation Date any event described contained in Subsection 7(a)(iSection 6(a), 7(a)(ii) or 7(a)(iii) which shall have become effective with respect to market transactions at any time (the "Market-Effect Date") on or within such 20-day period, the Closing Price for each Trading Day preceding the Market-Effect Date shall be adjusted, for purposes of calculating such average, by multiplying such Closing Price by a fraction, of which (A) the numerator shall be the Exercise Price as in effect immediately prior to the Computation Date and of which (B) the denominator shall be the Exercise Price as in effect immediately prior to the Market-Effect Date, it being understood that the purpose of this proviso is to ensure that the effect of such event on the market price of the Common Stock shall, as nearly as possible, be eliminated in order that the distortion in the calculation of the Current Market Price may be minimized.

Adjustment of Exercise Price. Subject to the provisions of this Section 7, the (1) The Exercise Price in effect at any date will be subject to adjustment from time to time if and whenever at any time during the Adjustment Period, SMTC Canada shall be subject to adjustment, as follows: (i) In case the Company shall (x) declare a dividend subdivide or make a distribution on redivide the outstanding shares of its Common Stock in shares of its Common Stock, (y) subdivide or reclassify the outstanding shares of its Common Stock Exchangeable Shares into a greater number of sharesExchangeable Shares, (ii) consolidate, combine or reduce the outstanding Exchangeable Shares into a lesser number of Exchangeable Shares, or (ziii) combine issue Exchangeable Shares to all or reclassify substantially all of the outstanding shares holders of its Common Stock into Exchangeable Shares by way of a smaller number of sharesstock dividend or other distribution. In any such event, the Exercise Price in effect immediately after the record date for such dividend or distribution or will, on the effective date of such subdivisionevent, combination or reclassification shall be adjusted so that it shall will equal the price determined by multiplying the Exercise Price in effect immediately prior thereto to such date by a fraction, the numerator of which (A) the numerator shall be the total number of shares of Common Stock Exchangeable Shares outstanding immediately on such date before giving effect to such dividend, distribution, subdivision, combination or reclassification, event and the denominator of which (B) the denominator shall be the total number of shares of Common Stock Exchangeable Shares outstanding immediately after giving effect to such dividend, distribution, subdivision, combination or reclassification. Any shares of Common Stock of the Company issuable in payment of a dividend shall be deemed to have been issued immediately prior to the record date for such dividend for purposes of calculating the number of outstanding shares of Common Stock of the Company under Section 7(a)(ii) and 7(a)(iii) hereofevent. Such adjustment shall will be made successively whether whenever any such event specified above shall occur. (ii2) In case If and whenever at any time during the Company Adjustment Period, SMTC Canada shall fix a record date for the issuance issue of rights, options, options or warrants or convertible or exchangeable securities to all or substantially all of the holders of its Common Stock Exchangeable Shares entitling them (for the holders thereof, within a period expiring within forty-five (45) not more than 45 days after such record date) the date of the issue thereof, to subscribe for or purchase shares of its Common Stock Exchangeable Shares (or securities convertible into or exchangeable for Exchangeable Shares) at a price per share (or having a conversion or exchange price per share) less than 95% of the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) on the earlier of a share of Common Stock of the Company on such record datedate and the date on which SMTC Canada announces its intention to make such issuance, then, in each such case, the Exercise Price shall will be adjusted immediately thereafter after such record date so that it shall will equal the price determined by multiplying the Exercise Price in effect immediately prior thereto on such record date by a fraction, of which (A) the numerator shall be the total number of shares Exchangeable Shares outstanding on such record date plus a number of Common Stock Exchangeable Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Exchangeable Shares so offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered) by such Current Market Price, and of which the denominator shall be the total number of Exchangeable Shares outstanding on such record date plus the total number of shares of Common Stock additional Exchangeable Shares so offered for subscription or purchase (or into or for which the convertible or exchangeable securities so offered are convertible or exchangeable). If by the terms of such rights, options or warrants, there is more than one purchase, conversion or exchange price per Exchangeable Share, the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the Current Market Price per share, and of which (B) the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock Exchangeable Shares offered for subscription or purchase, or the additional conversion or exchange price of the convertible or exchangeable securities so offered, shall be calculated for the purposes of the adjustment on the basis of the lowest purchase, conversion or exchange price per Exchangeable Share, as the case may be. Any Exchangeable Shares owned by or held for the account of SMTC Canada or any affiliate or any subsidiary of SMTC Canada shall be deemed not to be outstanding for the purpose of any such computation. Such adjustment shall will be made successively whenever such a record date is fixed, provided that if two or more such record dates or record dates referred to in Subsection 5.3(3) are fixed within a period of 25 Trading Days, such adjustment will be made successively as if each of such record dates occurred on the earliest of such record dates. To the extent that any such rights, options, options or warrants or convertible or exchangeable securities are not so issued or expire unexercisedany such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price will then in effect shall be readjusted to the Exercise Price which would then be in effect if such unissued or unexercised rights, options, warrants or convertible or exchangeable securities had not been issuable. (iii) In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock (A) of shares of any class other than its Common Stock or (B) of evidences of its indebtedness or (C) of assets (excluding cash dividends or distributions (other than extraordinary cash dividends or distributions), and dividends or distributions referred to in Subsection 7(a)(i) hereof) or (D) of rights, options, warrants or convertible or exchangeable securities (excluding those rights, options, warrants or convertible or exchangeable securities referred to in Section 7(a)(ii) hereof), then in each such case the Exercise Price in effect immediately thereafter shall be determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (x) the numerator shall be the total number of shares of Common Stock outstanding on such record date multiplied by the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) per share on such record date, less the aggregate fair market value as determined in good faith by the Board of Directors of the Company of said shares or evidences of indebtedness or assets or rights, options, warrants or convertible or exchangeable securities so distributed, and of which (y) the denominator shall be the total number of shares of Common Stock outstanding on such record date multiplied by such Current Market Price per share. Such adjustment shall be made successively whenever such a record date is fixed. In the event that such distribution is not so made, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixedfixed or to the Exercise Price which would then be in effect based on the number of Exchangeable Shares (or securities convertible into or exchangeable for Exchangeable Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be. (iv3) For the purpose of any computation under Section 7(a)(ii) or 7(a)(iii) hereof, the "Current Market Price" per share at any date (the "Computation Date") shall be deemed to be the average of the daily Closing Prices of the Common Stock for twenty (20) consecutive Trading Days ending the Trading Day immediately preceding the Computation Date; provided, however, that if there shall have occurred prior to the Computation Date any event described in Subsection 7(a)(i), 7(a)(ii) or 7(a)(iii) which shall have become effective with respect to market transactions If and whenever at any time during the Adjustment Period, SMTC Canada shall fix a record date for the making of a distribution to all or substantially all of the holders of Exchangeable Shares of: (a) shares of any class other than Exchangeable Shares whether of SMTC Canada or any other corporation; (b) rights, options or warrants (other than rights, options or warrants exercisable by the "Market-Effect Date"holders thereof within a period expiring not more than 45 days after the date of issue thereof); (c) on evidences of indebtedness; or (d) cash, securities or within other property or assets; then, in each such 20-day periodcase, the Closing Exercise Price for each Trading Day preceding will be adjusted immediately after such record date so that it will equal the Market-Effect Date shall be adjusted, for purposes of calculating such average, price determined by multiplying the Exercise Price in effect on such Closing Price record date by a fraction, of which (A) the numerator shall be the Exercise total number of Exchangeable Shares outstanding on such record date multiplied by the Current Market Price on the earlier of such record date and the date on which SMTC Canada announces its intention to make such distribution, less the aggregate fair market value (as in effect immediately prior to determined by the Computation Date directors at the time such distribution is authorized) of such shares or rights, options or warrants or evidences of indebtedness or cash, securities or other property or assets so distributed, and of which (B) the denominator shall be the Exercise Price total number of Exchangeable Shares outstanding on such record date multiplied by such Current Market Price. Any Exchangeable Shares owned by or held for the account of SMTC Canada or any subsidiary of SMTC Canada shall be deemed not to be outstanding for the purpose of such computation. Such adjustment will be made successively whenever such a record date is fixed, provided that if two or more such record dates or record dates referred to in paragraph 5.3(3) are fixed within a period of 25 Trading Days, such adjustment will be made successively as in effect immediately if each of such record dates occurred on the earliest of such record dates. To the extent that such distribution is not so made or to the extent that any such rights, options or warrants so distributed are not exercised prior to the Market-Effect Dateexpiration thereof, it being understood that the purpose Exercise Price will then be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon such shares or rights, options or warrants or evidences of this proviso is to ensure that indebtedness or cash, securities or other property or assets actually distributed or based upon the effect number or amount of securities or the property or assets actually issued or distributed upon the exercise of such event on the market price of the Common Stock shallrights, options or Share Purchase Warrants, as nearly as possible, be eliminated in order that the distortion in the calculation of the Current Market Price case may be minimizedbe.

Adjustment of Exercise Price. Subject to the provisions of this Section 7Article III, the Exercise Price in effect from time to time shall be subject to adjustment, as follows: (ia) In case the Company shall at any time after the date hereof (xi) declare a dividend or make a distribution on the outstanding shares of its Common Stock payable in shares of its capital stock, (ii) subdivide the outstanding Common Stock, (yiii) subdivide or reclassify combine the outstanding shares of its Common Stock into a greater number of shares, or (z) combine or reclassify the outstanding shares of its 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 Price, and the number of Common Shares issuable upon exercise of the Warrants in effect immediately after at the time of the record date for such dividend or distribution or of the effective date of such subdivision, combination, or reclassification, shall be proportionately adjusted so that the holders of the Warrants after such time shall be entitled to receive the aggregate number and kind of 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 reclassification. Such adjustment shall be made successively whenever any event listed above shall occur. (b) In case the Company shall issue or fix a record date for the issuance to all holders of Common Stock of rights, options, or warrants to subscribe for or purchase Common Stock (or securities convertible into or exchangeable for Common Stock) at a price per share (or having a conversion or exchange price per share, if a security convertible into or exchangeable for Common Stock) less than the Current Market Price per share of Common Stock (as determined pursuant to Section 3.2 hereof) on such record date, then, in each case, the Exercise Price shall be adjusted so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto to such record date by a fraction, the numerator of which (A) the numerator shall be the number of shares of Common Stock outstanding immediately before such dividend, distribution, subdivision, combination or reclassification, and of which (B) the denominator shall be the number of shares of Common Stock outstanding immediately after such dividend, distribution, subdivision, combination or reclassification. Any shares of Common Stock of the Company issuable in payment of a dividend shall be deemed to have been issued immediately prior to the record date for such dividend for purposes of calculating the number of outstanding shares of Common Stock of the Company under Section 7(a)(ii) and 7(a)(iii) hereof. Such adjustment shall be made successively whether any event specified above shall occur. (ii) In case the Company shall fix a record date for the issuance of rights, options, warrants or convertible or exchangeable securities to all holders of its Common Stock entitling them (for a period expiring within forty-five (45) days after such record date) to subscribe for or purchase shares of its Common Stock at a price per share less than the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) of a share of Common Stock of the Company on such record date, the Exercise Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (A) the numerator shall be the number of shares of Common Stock outstanding on such record date plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so to be offered (or the aggregate initial conversion or exchange price of the convertible or exchangeable securities so to be offered) would purchase at the such Current Market Price per share, and the denominator of which (B) the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock to be offered for subscription or purchasepurchase (or into which the convertible or exchangeable securities so to be offered are initially convertible or exchangeable). Such adjustment shall be made successively whenever become effective at the close of business on such a record date is fixed. To date; provided, however, that, to the extent that any the shares of Common Stock (or securities convertible into or exchangeable for Common Stock) are not delivered, the Exercise Price shall be readjusted after the expiration of such rights, options, or warrants or convertible or exchangeable securities are not so issued or expire unexercised(but only with respect to Warrants exercised after such expiration), the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if had the adjustments made upon the issuance of such unissued or unexercised rights, options, or warrants been made upon the basis of delivery of only the number of shares of Common Stock (or securities convertible into or exchangeable securities had not been issuable.for Common Stock) actually issued. In case any subscription price may be paid (iiic) In case the Company shall fix a record date for the making of a distribution distribute to all holders of shares of its Common Stock (Aincluding 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) of shares of any class other than its Common Stock or (B) of evidences of its indebtedness or (C) of assets (excluding indebtedness, cash dividends or distributions (other than extraordinary any cash dividend which, together with any cash dividends paid within the 12 months prior to the record date for such distribution, does not exceed 5% of the Current Market Price at the record date for such distribution) or distributionsassets (other than distributions and dividends payable in Common Stock), and dividends or distributions referred to in Subsection 7(a)(i) hereof) or (D) of rights, options, or warrants to subscribe for or purchase Common Stock, or securities convertible into or exchangeable securities for Common Stock (excluding those rights, options, warrants or convertible or exchangeable securities referred with respect to in the issuance of which an adjustment of the Exercise Price is provided pursuant to Section 7(a)(ii3.1(b) hereof), then then, in each such case case, the Exercise Price in effect immediately thereafter shall be determined adjusted by multiplying the Exercise Price in effect immediately prior thereto to the record date for the determination of shareholders entitled to receive such distribution by a fraction, the numerator of which (x) the numerator shall be the total number of shares of Common Stock outstanding on such record date multiplied by the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) per share of Common Stock on such record date, less the aggregate fair market value (as determined in good faith by the Board of Directors of the Company Company, whose determination shall be conclusive absent manifest error) of said shares or 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 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. (d) In case the Company shall issue shares of Common Stock or rights, options, or warrants to subscribe for or purchase Common Stock, or securities convertible into or exchangeable for Common Stock (excluding (i) shares, rights, options, warrants, or convertible or exchangeable securities so distributedissued or issuable in any of the transactions with respect to which an adjustment of the Exercise Price is provided pursuant to Section 3.1(a), 3.1(b) or 3.1(c) above, (ii) securities issued or issuable pursuant to the Offering, (iii) Common Shares issued or issuable upon exercise of the Warrants, (iv) Representative Underlying Warrants issued or issuable upon exercise of the Representative's Warrants and (v) options to purchase up to 285,000 shares of which Common Stock issued or issuable under the Company's employee stock option plan and shares of Common Stock issued or issuable pursuant thereto), at a price per share (determined, in the case of such rights, options, warrants, or convertible or exchangeable securities, by dividing (x) the total amount received or receivable by the Company in consideration of the sale and issuance of such rights, options, warrants, or convertible or exchangeable securities, plus the minimum aggregate consideration payable to the Company upon exercise, conversion, or exchange thereof, by (y) the denominator shall be the total maximum number of shares of Common Stock outstanding on such record date multiplied covered by such rights, options, warrants, or convertible or exchangeable securities) lower than the Current Market Price per share. Such adjustment shall be made successively whenever such a record date is fixed. In the event that such distribution is not so made, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed. (iv) For the purpose share of any computation under Section 7(a)(ii) or 7(a)(iii) hereof, the "Current Market Price" per share at any date (the "Computation Date") shall be deemed to be the average of the daily Closing Prices of the Common Stock for twenty (20) consecutive Trading Days ending the Trading Day immediately preceding the Computation Date; provided, however, that if there shall have occurred prior to the Computation Date any event described in Subsection 7(a)(i), 7(a)(ii) or 7(a)(iii) which shall have become effective with respect to market transactions at any time (the "Market-Effect Date") on or within such 20-day period, the Closing Price for each Trading Day preceding the Market-Effect Date shall be adjusted, for purposes of calculating such average, by multiplying such Closing Price by a fraction, of which (A) the numerator shall be the Exercise Price as in effect immediately prior to the Computation Date and of which (B) the denominator shall be such issuance, then the Exercise Price as shall be reduced on the date of such issuance to a price (calculated to the nearest cent) determined by multiplying the Exercise Price in effect immediately prior to such issuance by a fraction, (a) the Market-Effect Date, it being understood that the purpose of this proviso is to ensure that the effect of such event on the market price of the Common Stock shall, as nearly as possible, be eliminated in order that the distortion in the calculation of the Current Market Price may be minimized.numerator of

Adjustment of Exercise Price. Subject to the provisions of this Section 7, the The Exercise Price in effect at any date shall be subject to adjustment from time to time shall be subject as set forth below. (a) If and whenever at any time prior to adjustmentthe Expiry Time, as followsthe Corporation shall: (i) In case the Company shall (x) declare a dividend subdivide, redivide or make a distribution on the change its outstanding shares of its Common Stock in shares of its Common Stock, (y) subdivide or reclassify the outstanding shares of its Common Stock Shares into a greater number of shares; (ii) reduce, or (z) combine or reclassify the consolidate its outstanding shares of its Common Stock Shares into a smaller lesser number of shares; or (iii) issue Common Shares or securities convertible or exchangeable into Common Shares to the holders of all or substantially all of the outstanding Common Shares by way of a stock dividend (other than a dividend paid in the ordinary course or the issue of Common Shares of securities convertible or exchangeable into Common Shares upon an exercise of the holders of the Warrants), then the Exercise Price shall be adjusted immediately after the effective date of the events referred to in (i), (ii) or (iii) above by multiplying the Exercise Price in effect on such effective date by a fraction of which the numerator shall be the total number of Common Shares outstanding immediately prior to such date and the denominator shall be the total number of Common Shares outstanding immediately after such date (including securities convertible or exchangeable into Common Shares issued pursuant to (iii) above, if applicable). Such adjustment shall be made successively whenever any event referred to in this subsection 4.2(a) shall occur, and any such issue of Common Shares by way of a stock dividend shall be deemed to have been made on the record date for such the stock dividend for the purpose of calculating the number of outstanding Common Shares under subsections (a) and (c) of this section. In the case of any reclassification of, or distribution or other change in, the effective date of such Common Shares other than subdivision, reduction, combination or reclassification consolidation, the Exercise Price shall be adjusted in such manner, if any, and at such time, as the directors, acting in good faith, determine to be appropriate on a basis consistent with this section 4.2. (b) If and whenever at any time prior to the Expiry Time, the Corporation shall fix a record date for the issuance of rights, options or warrants (other than the Warrants) to all or substantially all the holders of the outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities convertible or exchangeable into Common Shares) at a price per share (or having a conversion or exchange price per share) less than 95% of the Current Market Price on such record date, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto on such record date by a fraction, of which (A) the numerator shall be the total number of shares Common Shares outstanding on such record date plus a number of Common Stock outstanding immediately before Shares equal to the number arrived at by dividing 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) by such dividend, distribution, subdivision, combination or reclassification, Current Market Price on such record date and of which (B) the denominator shall be the total number of shares of Common Stock outstanding immediately after such dividend, distribution, subdivision, combination or reclassification. Any shares of Common Stock of the Company issuable in payment of a dividend shall be deemed to have been issued immediately prior to the record date for such dividend for purposes of calculating the number of outstanding shares of Common Stock of the Company under Section 7(a)(ii) and 7(a)(iii) hereof. Such adjustment shall be made successively whether any event specified above shall occur. (ii) In case the Company shall fix a record date for the issuance of rights, options, warrants or convertible or exchangeable securities to all holders of its Common Stock entitling them (for a period expiring within forty-five (45) days after such record date) to subscribe for or purchase shares of its Common Stock at a price per share less than the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) of a share of Common Stock of the Company on such record date, the Exercise Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (A) the numerator shall be the number of shares of Common Stock Shares outstanding on such record date plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of additional Common Stock so offered would purchase at the Current Market Price per share, and of which (B) the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock Shares offered for subscription or purchasepurchase (or into which the convertible or exchangeable securities so offered are convertible or exchangeable), and Common Shares owned by or held for the account of the Corporation or any Subsidiary of the Corporation shall be deemed not to be outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed. To , to the extent that any such rights, options, options or warrants or convertible or exchangeable securities are not so issued or expire unexercisedany such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price shall then in effect shall be readjusted to the Exercise Price which would then be in effect if such unissued or unexercised rights, options, warrants or convertible or exchangeable securities had not been issuable. (iii) In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock (A) of shares of any class other than its Common Stock or (B) of evidences of its indebtedness or (C) of assets (excluding cash dividends or distributions (other than extraordinary cash dividends or distributions), and dividends or distributions referred to in Subsection 7(a)(i) hereof) or (D) of rights, options, warrants or convertible or exchangeable securities (excluding those rights, options, warrants or convertible or exchangeable securities referred to in Section 7(a)(ii) hereof), then in each such case the Exercise Price in effect immediately thereafter shall be determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (x) the numerator shall be the total number of shares of Common Stock outstanding on such record date multiplied by the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) per share on such record date, less the aggregate fair market value as determined in good faith by the Board of Directors of the Company of said shares or evidences of indebtedness or assets or rights, options, warrants or convertible or exchangeable securities so distributed, and of which (y) the denominator shall be the total number of shares of Common Stock outstanding on such record date multiplied by such Current Market Price per share. Such adjustment shall be made successively whenever such a record date is fixed. In the event that such distribution is not so made, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixedfixed or to the Exercise Price which would then be in effect based upon the number and aggregate price of Common Shares or securities convertible into Common Shares actually issued upon the exercise of such rights, options or warrants, as the case may be. (c) If and whenever at any time prior to the Expiry Time, the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of: (i) shares of any class other than Common Shares, whether of the Corporation or any other corporation (other than those referred to in paragraph 4.2(a)(iii) and shares distributed to holders of Common Shares in lieu of an equivalent cash dividend paid in the ordinary course on the Common Shares); (ii) rights, options or warrants (excluding rights exercisable for no more than 45 days after the record date therefor); (iii) evidences of its indebtedness; or (iv) assets (excluding a dividend paid in the ordinary course), then, and in each such case, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Current Market Price on such record date, less the aggregate fair market value (as determined by the Directors, which determination shall be conclusive) of such shares, rights, options, warrants, evidences of indebtedness or assets so distributed, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Current Market Price, and any Common Shares owned by or held for the account of the Corporation or any Subsidiary of the Corporation shall be deemed not to be outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed, and to the extent that such distribution is not so made, the Exercise Price shall then be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon such shares, rights, options, warrants, evidences of indebtedness or assets actually distributed, as the case may be. (d) For the purpose of any computation under Section 7(a)(iisubsections (b) or 7(a)(iiiand (c) hereofof this section 4.2, the "“Current Market Price" per share ” at any date shall the weighted average of the closing price per share for such shares for the period of 20 consecutive Trading Days immediately prior to such date on the Exchange or, if on such date the Common Shares are not listed on the Exchange, on such stock exchange upon which such shares are listed and as selected by the directors (provided that, if on any day in such 20 day period no closing price per share for such shares is reported by such exchange for such day, the "Computation Date") average of the reported closing bid and asked prices on such exchange on such day shall be deemed to be the average closing price per share for such shares for such day), or if such shares are not listed on any stock exchange, then on such over-the-counter market as may be selected for such purpose by the directors or, if not traded on any over-the-counter market, as determined by the Directors, which determination shall be conclusive. (e) In any case in which this section 4.2 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein, the Corporation may defer, until the occurrence of such event, issuing to the holder of any Warrant exercised after such record date and before the occurrence of such event the additional Common Shares issuable upon such exercise by reason of the daily Closing Prices of the Common Stock for twenty (20) consecutive Trading Days ending the Trading Day immediately preceding the Computation Dateadjustment required by such event; provided, however, that the Corporation shall deliver to such holder an appropriate instrument evidencing such holder's right to receive such additional Common Shares upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares declared in favour of the holders of record of Common Shares on and after the Exercise Date or such later date as such holder would, but for the provisions of this subsection 4.2(e), have become the holder of record of such additional Common Shares pursuant to section 3.2. (f) The adjustments provided for in this section 4.2 are cumulative, shall, in the case of adjustments to the Exercise Price, be computed to the nearest one-tenth of one cent and shall apply (without duplication) to successive subdivisions, consolidations, distributions, issuances or other events resulting in any adjustment under the provisions of this section 4.2; provided that, notwithstanding any other provision of this section 4.2, no adjustment of the Exercise Price shall be required: (i) unless the cumulative effect of such adjustment would require an increase or decrease of at least 1% in the Exercise Price then in effect (provided, however, that any adjustments which by reason of this subsection 4.2(f) are not required to be made shall be carried forward and taken into account in any subsequent adjustment); (ii) if there shall have occurred the issue of Common Shares or the granting of the right to acquire Common Shares is being made pursuant to this Indenture; or (iii) if the issue of Common Shares is being made pursuant to the exercise of stock options, warrants issued prior to the Computation Date any event described in Subsection 7(a)(i), 7(a)(ii) or 7(a)(iii) which shall have become effective with respect to market transactions at any time (the "Market-Effect Date") on or within such 20-day period, the Closing Price for each Trading Day preceding the Market-Effect Date shall be adjusted, for purposes of calculating such average, by multiplying such Closing Price by a fraction, of which (A) the numerator shall be the Exercise Price as in effect immediately prior to the Computation Date and of which (B) the denominator shall be the Exercise Price as in effect immediately prior to the Market-Effect Date, it being understood that the purpose date of this proviso is to ensure that Indenture or the effect of such event on the market price of the Common Stock shallCorporation's incentive stock option plan, as nearly as possible, be eliminated in order that the distortion in the calculation of the Current Market Price may be minimizedamended from time to time.

Adjustment of Exercise Price. Subject to section 2.14 and compliance by the provisions Corporation with all applicable securities laws and the requirements of this Section 7the NYSE and the TSX, the Exercise Price in effect and the number of Common Shares issuable to the holder upon exercise of the Warrants shall be subject to adjustment from time to time shall be subject to adjustment, in the events and in the manner provided as follows: (i1) In case If and whenever, at any time during the Adjustment Period, the Company shall shall: (xa) declare fix a dividend record date for the issue of, or issue, Common Shares or securities exchangeable for or convertible into Common Shares to the holders of all or substantially all of the outstanding Common Shares by way of a stock dividend; (b) fix a record date for the distribution to, or make a distribution on to, the holders of all or substantially all of the outstanding shares of its Common Stock Shares payable in shares of its Common StockShares or securities exchangeable for or convertible into Common Shares; (c) subdivide, (y) subdivide redivide or reclassify change the outstanding shares of its Common Stock Shares into a greater number of sharesCommon Shares; or (d) reduce, combine or consolidate the outstanding Common Shares into a lesser number of Common Shares, (any of such events in these paragraphs (a), (b), (c) or (zd) combine or reclassify being called a “Common Share Reorganization”), the outstanding shares Exercise Price shall be adjusted on the earlier of its the record date on which holders of Common Stock into a smaller number Shares are determined for the purposes of shares, the Common Share Reorganization and the effective date of the Common Share Reorganization to the amount determined by multiplying the Exercise Price in effect immediately prior to such record date or effective date, as the case may be, by a fraction: (i) the numerator of which shall be the number of Common Shares outstanding on such record date or effective date, as the case may be, before giving effect to such Common Share Reorganization; and (ii) the denominator of which shall be the number of Common Shares which will be outstanding immediately after giving effect to such Common Share Reorganization (including in the case of a distribution of securities exchangeable for or convertible into Common Shares the number of Common Shares that would have been outstanding had such securities been exchanged for or converted into Common Shares on such date). To the extent that any adjustment in the Exercise Price occurs pursuant to this subsection 2.13(1) as a result of the fixing by the Company of a record date for the distribution of securities exchangeable for or convertible into Common Shares, the Exercise Price shall be readjusted immediately after the expiry of any relevant exchange or conversion 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. (2) If at any time during the Adjustment Period the Company shall fix a record date for the issue or distribution to all or substantially all of the holders of Common Shares of: (a) shares of the Company of any class other than Common Shares; (b) any property (including securities) or assets of the Company, other than cash; or (c) evidences of indebtedness and if such issue or distribution does not constitute a Common Share Reorganization (any of such non-excluded events being herein called a “Special Distribution”), the Exercise Price shall, subject to the prior written approval of any stock exchange or over-the-counter market on which the Common Shares are then listed or quoted for trading be adjusted effective immediately after the record date for the Special Distribution to a price 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 market value on such record date, as determined by the directors which action shall be subject to the prior written approval of any stock exchange or over-the-counter market on which the Common Shares are then listed or quoted for trading, to the holders of the Common Shares, 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. (3) If at any time during the Adjustment Period there shall occur: (a) a reclassification or redesignation of the Common Shares, any change of the Common Shares into other shares or securities or any other capital reorganization involving the Common Shares other than a Common Share Reorganization; (b) a consolidation, amalgamation or merger of the Company with or into another body corporate which results in a reclassification or redesignation of the Common Shares or a change of the Common Shares into other shares or securities; or (c) the transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another corporation or entity; (any of such events being called a “Capital Reorganization”), after the effective date of the Capital Reorganization the Warrantholder shall be entitled to receive, and shall accept, for the same aggregate consideration, upon exercise of the Warrants, in lieu of the number of Common Shares to which the Warrantholder was theretofor entitled upon the exercise of the Warrants, the kind and aggregate number of shares and other securities or property resulting from the Capital Reorganization which the Warrantholder would have been entitled to receive as a result of the Capital Reorganization if, on the effective date thereof, the Warrantholder had been the registered holder of the number of Common Shares which the Warrantholder was theretofore entitled to purchase or receive upon the exercise of the Warrants. If necessary, as a result of any such Capital Reorganization, appropriate adjustments shall be made in the application of the provisions of this indenture with respect to the rights and interests thereafter of the Warrantholder to the end that the provisions 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 upon the exercise of the Warrants. (4) If at any time during the Adjustment Period the Company pays or makes a cash dividend or distribution in respect of the Common Shares so that such dividend or distribution, when taken together with all other cash dividends and distributions made during the fiscal year of the Company in which such dividend or distribution is made, exceeds the Dividend Threshold, then the Exercise Price shall be adjusted based on the following formula: AEP = EP x (M-D)/(M) Where: AEP = the adjusted Exercise Price taking such dividend or distribution into account; EP = the Exercise Price in effect on the record date for such dividend or distribution distribution; M = the Current Market Price of the Common Shares immediately prior to the ex-dividend date for such dividend or distribution; D = the effective date aggregate amount of all cash dividends and distributions made during the relevant fiscal year of the Company, minus the sum of (x) the Dividend Threshold plus (y) the amount of all other cash dividends and distributions made during such subdivisionfiscal year for which an adjustment has already been made pursuant to this section 2.13(4) . If any of the events described in section 2.13(1) occur, combination or reclassification the Dividend Threshold shall be adjusted in a manner consistent with the adjustments specified in respect of such event described in section 2.13(1) . An adjustment to the Exercise Price made pursuant to this section 2.13(4) shall become effective on the ex-dividend date for such dividend or distribution. If any dividend described in this section 2.13(4) is declared but not so paid or made, no adjustment to the Exercise Price shall be made pursuant to this section 2.13(4) . (5) If and whenever at any time prior to the Time of Expiry the Company shall fix a record date for the issuance of options, rights or warrants to all or substantially all the holders of its outstanding Common Shares (other than for the issue of Common Shares to holders of Common Shares who have elected to receive dividends or distributions in the form of Common Shares in lieu of cash dividends or cash distributions paid in the ordinary course on the Common Shares) entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities convertible into Common Shares) at a price per share (or having a conversion or exchange price per share) (the “Rights Offering Price”) less than 95% of the Current Market Price of the Common Shares on such record date (other than pursuant to the distribution reinvestment plan of the Company) (any of such events being called a “Rights Offering”), the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto on such record date by a fraction, of which (A) the numerator shall be the total number of shares Common Shares outstanding on such record date plus a number of Common Stock outstanding immediately before Shares equal to the quotient obtained by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (plus the aggregate consideration, if any, payable on the exchange or conversion of the exchangeable or convertible securities issued upon exercise of such dividendrights, distributionwarrants or options (assuming the exercise of all rights, subdivisionwarrants and options under the Rights Offering and assuming the exchange or conversion of all exchangeable or convertible securities issued upon exercise of such rights, combination or reclassificationwarrants and options)) by such Current Market Price of the Common Shares, and of which (B) the denominator shall be the total number of shares of Common Stock outstanding immediately after such dividend, distribution, subdivision, combination or reclassification. Any shares of Common Stock of the Company issuable in payment of a dividend shall be deemed to have been issued immediately prior to the record date for such dividend for purposes of calculating the number of outstanding shares of Common Stock of the Company under Section 7(a)(ii) and 7(a)(iii) hereof. Such adjustment shall be made successively whether any event specified above shall occur. (ii) In case the Company shall fix a record date for the issuance of rights, options, warrants or convertible or exchangeable securities to all holders of its Common Stock entitling them (for a period expiring within forty-five (45) days after such record date) to subscribe for or purchase shares of its Common Stock at a price per share less than the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) of a share of Common Stock of the Company on such record date, the Exercise Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (A) the numerator shall be the number of shares of Common Stock Shares outstanding on such record date plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of additional Common Stock so offered would purchase at the Current Market Price per share, and of which (B) the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock Shares offered for subscription or purchasepurchase (or into which the convertible securities so offered are convertible). Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such rights, options, rights or warrants or convertible or exchangeable securities are not so issued or expire unexercisedany such options, rights or warrants are not exercised prior to the expiration thereof, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such unissued or unexercised rights, options, warrants or convertible or exchangeable securities had not been issuable. (iii) In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock (A) of shares of any class other than its Common Stock or (B) of evidences of its indebtedness or (C) of assets (excluding cash dividends or distributions (other than extraordinary cash dividends or distributions), and dividends or distributions referred to in Subsection 7(a)(i) hereof) or (D) of rights, options, warrants or convertible or exchangeable securities (excluding those rights, options, warrants or convertible or exchangeable securities referred to in Section 7(a)(ii) hereof), then in each such case the Exercise Price in effect immediately thereafter shall be determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (x) the numerator shall be the total number of shares of Common Stock outstanding on such record date multiplied by the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) per share on such record date, less the aggregate fair market value as determined in good faith by the Board of Directors of the Company of said shares or evidences of indebtedness or assets or rights, options, warrants or convertible or exchangeable securities so distributed, and of which (y) the denominator shall be the total number of shares of Common Stock outstanding on such record date multiplied by such Current Market Price per share. Such adjustment shall be made successively whenever such a record date is fixed. In the event that such distribution is not so made, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixedfixed or to the Exercise Price which would then be in effect if only the number of Common Shares (or securities convertible into Common Shares) actually issued upon the exercise of such options, rights or warrants were included in such fraction, as the case may be. If the Rights Offering Price is decreased, the Exercise Price shall forthwith be adjusted so as to decrease the Exercise Price so that it shall equal the Exercise Price that would have been obtained had the Rights Offering Price been such decreased amount at the time of the Rights Offering, provided that the provisions of this subsection shall not apply to any decrease in the Rights Offering Price resulting from provisions in any such Rights Offering designed to prevent dilution if the event giving rise to such decrease in the Rights Offering Price itself requires an adjustment to the number of Common Shares or other classes of shares or securities which the Warrantholder is entitled to receive upon the exercise of the Warrants pursuant to the provisions of section 2.13. (iv6) For the purpose of any computation under Section 7(a)(ii) or 7(a)(iii) hereof, the "Current Market Price" per share at any date (the "Computation Date") shall be deemed to be the average of the daily Closing Prices of the Common Stock for twenty (20) consecutive Trading Days ending the Trading Day immediately preceding the Computation Date; provided, however, that if there shall have occurred prior to the Computation Date any event described in Subsection 7(a)(i), 7(a)(ii) or 7(a)(iii) which shall have become effective with respect to market transactions If at any time during the Adjustment Period any adjustment or readjustment in the Exercise Price shall occur pursuant to the provisions of sections 2.13(1), (2) or (5), then the "Market-Effect Date") on or within such 20-day period, number of Common Shares purchasable upon the Closing Price for each Trading Day preceding subsequent exercise of the Market-Effect Date Warrants shall be adjustedsimultaneously adjusted or readjusted, for purposes of calculating such averageas the case may be, by multiplying the number of Common Shares purchasable upon the exercise of the Warrants immediately prior to such Closing Price adjustment or readjustment by a fraction, of fraction which (A) the numerator shall be the Exercise Price as reciprocal of the fraction used in effect immediately prior to the Computation Date and adjustment or readjustment of which (B) the denominator shall be the Exercise Price as in effect immediately prior to the Market-Effect Date, it being understood that the purpose of this proviso is to ensure that the effect of such event on the market price of the Common Stock shall, as nearly as possible, be eliminated in order that the distortion in the calculation of the Current Market Price may be minimizedPrice.

Adjustment of Exercise Price. Subject to the provisions of this Section 7, the The Exercise Price in effect at the time and the number and kind of securities purchasable upon the exercise of this Placement Agent's Warrant shall be subject to adjustment from time to time shall be subject to adjustment, upon the happening of certain events as follows: (ia) In case the Company shall (xi) declare a dividend or make a distribution on the its outstanding shares of its Common Stock Shares in shares of its Common StockShares, (yii) subdivide or reclassify the its outstanding shares of its Common Stock Shares into a greater number of shares, or (ziii) combine or reclassify the its outstanding shares of its Common Stock Shares into a smaller number of shares, or (iv) enter into any transaction whereby the outstanding Common Shares of the Company are at any time changed into or exchanged for a different number or 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 Placement Agent's Warrant shall be made and the Exercise Price in effect immediately after at the time of the record date for such dividend or distribution or of the effective date of such subdivision, combination combination, reclassification, reorganization, merger, consolidation, liquidation or reclassification recapitalization shall be proportionately adjusted so that it the Holder of this Placement Agent's Warrant exercised after such date shall equal be entitled to receive the price determined aggregate number and kind of shares or other securities which, if this Placement Agent's Warrant had been exercised by multiplying the Exercise Price in effect such Holder immediately prior thereto by a fractionto such date, of which (A) the numerator shall be the number of shares of Common Stock outstanding immediately before Holder would have been entitled to receive upon such dividend, distribution, subdivision, combination or combination, reclassification, reorganization, merger, consolidation, liquidation or recapitalization. For example, if the Company declares a 2 for 1 stock subdivision (split) and of which (B) the denominator shall be Exercise Price hereof immediately prior to such event was $7.00 per Share and the number of shares Shares issuable upon exercise of Common Stock outstanding this Placement Agent's Warrant was 85,500, the adjusted Exercise Price immediately after such dividend, distribution, subdivision, combination or reclassification. Any shares of Common Stock of event would be $3.50 per Share and the Company issuable in payment of a dividend shall be deemed to have been issued immediately prior to the record date for such dividend for purposes of calculating the adjusted number of outstanding shares Shares issuable upon exercise of Common Stock of the Company under Section 7(a)(ii) and 7(a)(iii) hereof. Such adjustment shall this Placement Agent's Warrant would be made successively whether any event specified above shall occur. (ii) In case the Company shall fix a record date for the issuance of rights, options, warrants or convertible or exchangeable securities to all holders of its Common Stock entitling them (for a period expiring within forty-five (45) days after such record date) to subscribe for or purchase shares of its Common Stock at a price per share less than the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) of a share of Common Stock of the Company on such record date, the Exercise Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (A) the numerator shall be the number of shares of Common Stock outstanding on such record date plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the Current Market Price per share, and of which (B) the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock offered for subscription or purchase171,000. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such rights, options, warrants or convertible or exchangeable securities are not so issued or expire unexercised, event listed above shall occur. (b) Whenever the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such unissued or unexercised rightsis adjusted, optionsas herein provided, warrants or convertible or exchangeable securities had not been issuable. (iii) In case the Company shall fix promptly cause a record date for notice setting forth the making adjusted Exercise Price and adjusted number of a distribution Shares issuable upon exercise of the Placement Agent's Warrant to all holders of shares of be mailed to the Holder, at its Common Stock (A) of shares of any class other than its Common Stock or (B) of evidences of its indebtedness or (C) of assets (excluding cash dividends or distributions (other than extraordinary cash dividends or distributions)address set forth herein, and dividends or distributions referred shall cause a certified copy thereof to in Subsection 7(a)(i) hereof) or (D) be mailed to the Company's transfer agent, if any. The Company may retain a firm of rights, options, warrants or convertible or exchangeable securities (excluding those rights, options, warrants or convertible or exchangeable securities referred to in Section 7(a)(ii) hereof), then in each such case the Exercise Price in effect immediately thereafter shall be determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (x) the numerator shall be the total number of shares of Common Stock outstanding on such record date multiplied by the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) per share on such record date, less the aggregate fair market value as determined in good faith 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 8, and a certificate signed by such firm shall be conclusive evidence of the Company correctness of said shares or evidences of indebtedness or assets or rights, options, warrants or convertible or exchangeable securities so distributed, and of which such adjustment. (yc) the denominator shall be the total number of shares of Common Stock outstanding on such record date multiplied by such Current Market Price per share. Such adjustment shall be made successively whenever such a record date is fixed. In the event that such distribution is not so madeat any time, as a result of an adjustment made pursuant to the provisions of this Section 8, the Exercise Price then in effect Holder of the Placement Agent's Warrant thereafter shall become entitled to receive any shares of the Company other than Common Shares, thereafter the number of such other shares so receivable upon exercise of the Placement Agent's Warrant shall be readjusted subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the Exercise Price which would then be in effect if such record date had not been fixed. (iv) For the purpose of any computation under Section 7(a)(ii) or 7(a)(iii) hereof, the "Current Market Price" per share at any date (the "Computation Date") shall be deemed to be the average of the daily Closing Prices of the Common Stock for twenty (20) consecutive Trading Days ending the Trading Day immediately preceding the Computation Date; provided, however, that if there shall have occurred prior to the Computation Date any event described in Subsection 7(a)(i), 7(a)(ii) or 7(a)(iii) which shall have become effective provisions with respect to market transactions at any time (the "Market-Effect Date") on or within such 20-day period, the Closing Price for each Trading Day preceding the Market-Effect Date shall be adjusted, for purposes of calculating such average, by multiplying such Closing Price by a fraction, of which (A) the numerator shall be the Exercise Price as in effect immediately prior to the Computation Date and of which (B) the denominator shall be the Exercise Price as in effect immediately prior to the Market-Effect Date, it being understood that the purpose of this proviso is to ensure that the effect of such event on the market price of the Common Stock shall, as nearly as possible, be eliminated Shares contained in order that the distortion in the calculation of the Current Market Price may be minimizedSections 8(a) above.

Adjustment of Exercise Price. Subject to the provisions of this Section 7a. If, the Exercise Price in effect from at any time to time shall be subject to adjustment, as follows: (i) In case the Company shall (x) declare a dividend or make a distribution on the outstanding shares of its Common Stock in shares of its Common Stock, (y) subdivide or reclassify the outstanding shares of its Common Stock into a greater number of shares, or (z) combine or reclassify the outstanding shares of its Common Stock into a smaller number of shares, the Exercise Price in effect immediately after the record date for such dividend or distribution or the effective date of such subdivisionhereof, combination or reclassification shall be adjusted so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (A) the numerator shall be the number of shares of Common Stock outstanding immediately before 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 fixed for the determination of holders of Common Stock entitled to receive such stock dividend, distributionsubdivision or split-up, subdivision, combination or reclassification, and the Exercise Price (upon its determination in accordance with Section 2 of which (Bthis Warrant) the denominator shall be decreased such that the aggregate number of Warrant Units issuable upon exercise of this Warrant as of such record date shall be increased in proportion to such increase in outstanding shares. b. If, at any time after the date hereof, the number of shares of Common Stock outstanding immediately after such dividend, distribution, subdivision, is decreased by a combination or reclassification. Any of the outstanding shares of Common Stock of the Company issuable in payment of a dividend shall be deemed to have been issued immediately prior to Stock, then, following the record date for such dividend for purposes of calculating the number of outstanding shares of Common Stock of the Company under Section 7(a)(ii) and 7(a)(iii) hereof. Such adjustment shall be made successively whether any event specified above shall occur. (ii) In case the Company shall fix a record date for the issuance of rights, options, warrants or convertible or exchangeable securities to all holders of its Common Stock entitling them (for a period expiring within forty-five (45) days after such record date) to subscribe for or purchase shares of its Common Stock at a price per share less than the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) of a share of Common Stock of the Company on such record datecombination, the Exercise Price (upon its determination in accordance with Section 2 of this Warrant) shall be adjusted immediately thereafter so increased such that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, aggregate number of which (A) the numerator Warrant Units issuable upon exercise of this Warrant as of such record date shall be decreased in proportion to such decrease in outstanding shares. c. If, at any time after the date hereof, any capital reorganization, or any reclassification of the capital stock of the Corporation (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 or split-up or combination of shares) shall be consummated, then this Warrant shall be exercisable after such reorganization or reclassification into the kind and number of shares of stock or other securities or property of the Corporation to which the holder of the number of shares of Common Stock outstanding on such record date plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the Current Market Price per share, and of which (B) the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock offered for subscription or purchase. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such rights, options, warrants or convertible or exchangeable securities are not so issued or expire unexercised, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such unissued or unexercised rights, options, warrants or convertible or exchangeable securities had not been issuable. (iii) In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock (A) of shares of any class other than its Common Stock or (B) of evidences of its indebtedness or (C) of assets (excluding cash dividends or distributions (other than extraordinary cash dividends or distributions), and dividends or distributions referred to in Subsection 7(a)(i) hereof) or (D) of rights, options, warrants or convertible or exchangeable securities (excluding those rights, options, warrants or convertible or exchangeable securities referred to in Section 7(a)(ii) hereof), then in each such case the Exercise Price in effect immediately thereafter shall be determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (x) the numerator shall be the total number of shares of Common Stock outstanding on such record date multiplied by the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) per share on such record date, less the aggregate fair market value as determined in good faith by the Board of Directors of the Company of said shares or evidences of indebtedness or assets or rights, options, warrants or convertible or exchangeable securities so distributed, and of which (y) the denominator shall be the total number of shares of Common Stock outstanding on such record date multiplied by such Current Market Price per share. Such adjustment shall be made successively whenever such a record date is fixed. In the event that such distribution is not so made, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed. (iv) For the purpose of any computation under Section 7(a)(ii) or 7(a)(iii) hereof, the "Current Market Price" per share at any date (the "Computation Date") shall be deemed to be the average of the daily Closing Prices of the Common Stock for twenty (20) consecutive Trading Days ending the Trading Day immediately preceding the Computation Date; provided, however, that if there shall have occurred prior to the Computation Date any event described in Subsection 7(a)(i), 7(a)(ii) or 7(a)(iii) which shall have become effective with respect to market transactions at any time (the "Market-Effect Date") on or within such 20-day period, the Closing Price for each Trading Day preceding the Market-Effect Date shall be adjusted, for purposes of calculating such average, by multiplying such Closing Price by a fraction, of which (A) the numerator shall be the Exercise Price as in effect immediately prior to the Computation Date and time of which such reorganization or reclassification) issuable upon exercise of this Warrant would have been entitled upon such reorganization or reclassification. The provisions of this subsection (Bc) the denominator shall similarly apply to successive reorganizations or reclassifications. d. All calculations under this Section 5 shall be made to the nearest one-thousandth of a cent ($.001) or the nearest one-thousandth of a share, as the case may be. e. On any Exercise Date, the Corporation shall give written notice thereof to the Holder, or any adjustment in the Exercise Price as setting forth in effect immediately prior to the Market-Effect Date, it being understood that the purpose of this proviso is to ensure that the effect of such event on the market price of the Common Stock shall, as nearly as possible, be eliminated in order that the distortion in reasonable detail and certifying the calculation of the Current Market Price may be minimizedsuch adjustment.

Adjustment of Exercise Price. Subject to the provisions Number and Kind of this Section 7Shares or Number of Rights. The Exercise Price, the Exercise Price in effect number and kind of securities covered by each Right, and the number of Rights outstanding are subject to adjustment from time to time shall be subject to adjustment, as follows:provided in this Section 11. (i) In case the Company event that the Company, at any time after the date of this Agreement, shall (xA) declare a dividend or make a distribution on the outstanding shares of its Common Stock payable in shares of its Common Stock, (yB) subdivide or reclassify the outstanding shares of its Common Stock into a greater number of sharesStock, or (zC) combine or reclassify the outstanding shares of its Common Stock into a smaller number of shares, or (D) issue any shares of its capital stock in a reclassification of the Common Stock (including any such reclassification in connection with a share exchange 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(e), the Exercise Price in effect immediately after at the time of the record date for of such dividend or distribution or of the effective date of such subdivision, combination or reclassification reclassification, and the number and kind of shares of Common Stock or other capital stock, as the case may be, issuable upon exercise of the Rights, shall be proportionately adjusted so that it the holder of any Right exercised after such time shall equal be entitled to receive, upon payment of the price determined by multiplying Exercise Price then in effect, the aggregate number and kind of shares of Common Stock or other capital stock, as the case may be, which, if such Right had been exercised immediately prior to such date, such holder would have owned upon such exercise and been entitled to receive upon such dividend, subdivision, combination or reclassification; provided, however, that if the record date for any such dividend, subdivision, combination or reclassification shall occur prior to the Separation Date, the Company shall make an appropriate adjustment to the Exercise Price in effect immediately prior thereto by a fraction, lieu of which adjusting (Aas described above) the numerator shall be the number of shares of Common Stock outstanding immediately before such dividend(or other capital stock, distributionas the case may be) issuable upon exercise of the Rights. If an event occurs which would require an adjustment under both Section 11(a)(i) and Section 11(a)(ii), subdivision, combination or reclassificationthe adjustment in this Section 11(a)(i) shall be in addition to, and of which (B) the denominator shall be made prior to, any adjustment under Section 11(a)(ii). (ii) In the event that prior to the Expiration Date a Flip-in Date shall occur, then, promptly following the occurrence of such a Flip-in Event, each holder of a Right (except as provided in Section 11(a)(iii) and in Section 7(e)) shall thereafter have, and proper provision shall be made so each such holder shall have, the right to receive, upon proper exercise thereof at a price equal to the then current Exercise Price, such number of shares of Common Stock having an aggregate Market Price on the Stock Acquisition Date equal to twice the Exercise Price for an amount in cash equal to the Exercise Price; except that if the quotient obtained when the Exercise Price is divided by the Adjustment Shares is less than the par value of the Common Stock, the number of Adjustment Shares shall be the quotient obtained when the Exercise Price is divided by the par value of the Common Stock (such right to be appropriately adjusted in the event that on or after the Stock Acquisition Date events otherwise requiring adjustment to the Common Stock under this Agreement occur) (such number of shares, the "Adjustment Shares"). Notwithstanding anything in this Agreement to the contrary, however, from and after the Stock Acquisition Date, any Rights that are beneficially owned by (x) any Acquiring Person (or any Affiliate or Associate of any Acquiring Person), (y) a transferee of any Acquiring Person (or any such Affiliate or Associate) who becomes a transferee after a Flip-in Event pursuant to either (I) a transfer from the Acquiring Person to holders of its equity securities or to any Person with whom it has any continuing agreement, arrangement or understanding regarding the transferred Rights or (II) a transfer which the Board of Directors has determined is part of a plan, arrangement or understanding which has the purpose or effect of avoiding the provisions of this paragraph, and subsequent transferees of such Persons, shall be null and void without any further action and any holder of such Rights shall thereafter have no rights whatsoever with respect to such Rights under any provision of this Agreement. (iii) In the event that the number of shares of Common Stock which are authorized by the Company's Certificate of Incorporation but are not outstanding immediately and are not reserved for issuance other than upon exercise of the Rights are not sufficient to permit the exercise in full of the Rights in accordance with Section 11(a)(ii), the Company, by a vote of the majority of the Board, shall: (A) determine the excess of (1) the value of the Adjustment Shares issuable upon the exercise of a Right (the "Current Value") over (2) the Exercise Price (such excess being the "Spread"); and (B) with respect to each Right, make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Exercise Price, (1) cash, (2) a reduction in the Exercise Price, (3) other equity securities of the Company, (such other equity securities being referred to as "Capital Stock Equivalents"), (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the Current Value, where such aggregate value has been determined by a majority of the Board after such dividendreceiving advice from a nationally recognized investment banking firm; provided, distributionhowever, subdivisionthat if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within 30 days following the later of (x) the first occurrence of a Flip-in Event and (y) the date on which the Company's right of redemption pursuant to Section 23 expires (the later of (x) or (y) being referred to herein as the "Section 11(a)(ii) Trigger Date"), combination or reclassification. Any 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 (to the extent available) and then, if necessary, cash, which shares and/or cash shall have an aggregate value equal to the Spread. To the extent that the Company determines that some action need be taken pursuant to the first sentence of this Section 11(a)(iii), subject to Section 7(e), such action shall be applied uniformly to all outstanding Rights. For purposes of this Section 11(a)(iii), the value of the Company issuable in payment Common Stock (and of a dividend any Common Stock Equivalent) shall be deemed to have been issued immediately prior to the record date for such dividend for purposes of calculating the number of outstanding shares Current Market Price per share of Common Stock of on the Company under Section 7(a)(ii11(a)(ii) and 7(a)(iii) hereof. Such adjustment shall be made successively whether any event specified above shall occurTrigger Date. (iib) In case the Company shall fix a record date for the issuance of rights, options, options or warrants or convertible or exchangeable securities to all holders of its Common Stock entitling them to subscribe for or purchase (for a period expiring within forty-five (45) 45 calendar days after such record date) to subscribe for Common Stock (or purchase shares having the same rights, privileges and preferences as shares of its Common Stock ("Equivalent Common Stock")) or securities convertible into Common Stock or Equivalent Common Stock at a price per share of Common Stock or per share of Equivalent Common Stock (or having a conversion price per share, if a security is convertible into Common Stock or Equivalent Common Stock) less than the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) of a per share of Common Stock of the Company on such record date, then the Exercise Price to be in effect after such record date shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto to such record date by a fraction, the numerator of which (A) the numerator shall be the sum of the number of shares of Common Stock outstanding on such record date plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock and/or Equivalent Common Stock so to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at the such Current Market Price per sharePrice, and the denominator of which (B) the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock and/or Equivalent Common Stock to be offered for subscription or purchasepurchase (or into which the convertible securities so to be offered are initially convertible). In case such subscription price may be paid in a form other than cash, the value of such noncash consideration shall be as determined in good faith by a majority of the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Shares of Common Stock owned by or held for the account of the Company or any Subsidiary shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed. To , and in the extent that any event such rights, options, rights or warrants or convertible or exchangeable securities are not so issued or expire unexercisedissued, the Exercise Price then in effect shall be readjusted adjusted to the Exercise Price which would then be in effect if such unissued or unexercised rights, options, warrants or convertible or exchangeable securities had not been issuable. (iii) In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock (A) of shares of any class other than its Common Stock or (B) of evidences of its indebtedness or (C) of assets (excluding cash dividends or distributions (other than extraordinary cash dividends or distributions), and dividends or distributions referred to in Subsection 7(a)(i) hereof) or (D) of rights, options, warrants or convertible or exchangeable securities (excluding those rights, options, warrants or convertible or exchangeable securities referred to in Section 7(a)(ii) hereof), then in each such case the Exercise Price in effect immediately thereafter shall be determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (x) the numerator shall be the total number of shares of Common Stock outstanding on such record date multiplied by the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) per share on such record date, less the aggregate fair market value as determined in good faith by the Board of Directors of the Company of said shares or evidences of indebtedness or assets or rights, options, warrants or convertible or exchangeable securities so distributed, and of which (y) the denominator shall be the total number of shares of Common Stock outstanding on such record date multiplied by such Current Market Price per share. Such adjustment shall be made successively whenever such a record date is fixed. In the event that such distribution is not so made, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed. (ivc) For In case the purpose Company shall fix a record date for a distribution to all holders of shares of Common Stock (including any computation under Section 7(a)(iisuch distribution made in connection with a share exchange or merger in which the Company is the continuing corporation) of evidences of indebtedness, cash (other than a regular quarterly cash dividend out of the earnings or retained earnings of the Company), assets (other than a dividend payable in shares of Common Stock but including any dividend payable in stock other than Common Stock) or 7(a)(iii) hereofsubscription rights or warrants (excluding those referred to in Section 11(b)), then 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 then Current Market Price per share of Common Stock on such record date less the fair market value (as determined in good faith by a majority of the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights) of the portion of the cash, assets or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to a share of Common Stock and the denominator of which shall be such Current Market Price per share of Common 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 be adjusted to be the Exercise Price which would have been in effect if such record date had not been fixed. (d) The "Current Market Price" per share at of Common Stock (or, after the occurrence of a Triggering Event, any other securities) on any date (the "Computation Date") shall be deemed to be the average of the daily Closing Prices closing prices per share of the such Common Stock (or other securities) for twenty (20) the 30 consecutive Trading Days ending the Trading Day (as such term is hereinafter defined) immediately preceding the Computation Dateprior to such date; provided, however, that if there shall have occurred if, prior to the Computation Date any event described expiration of such requisite 30 Trading Day period, the issuer announces either (A) a dividend or distribution on such Common Stock (or other securities) payable in Subsection 7(a)(isuch Common Stock (or other securities) or securities convertible into such Common Stock (or other securities), 7(a)(iiother than the Rights, or (B) any subdivision, combination or 7(a)(iiireclassification of such Common Stock (or other securities), then, following the ex-dividend date for such dividend or the record date for such subdivision, as the case may be, the "current market price" shall be properly adjusted to take into account such event. The "closing price" for each day shall be, if the shares of Common Stock (or other securities) are listed and admitted to trading on a national securities exchange, as reported in the principal consolidated transaction reporting system for securities listed on the principal national securities exchange on which shall have become effective with respect such shares are listed or admitted to market transactions at trading or, if such shares of Common Stock (or other securities) are not listed or admitted to trading on any time national securities exchange, the last quoted sales price or, if not so quoted, the average of the high bid and low asked prices in the over-the- counter market, as reported on The Nasdaq Stock Market's National Market (the "Nasdaq National Market-Effect Date") or such other system then in use, or, if on or within any such 20-day perioddate such shares are not traded, the Closing Price for each Trading Day preceding average of the Market-Effect Date high bid and low asked price as reported on the Nasdaq National Market on the last day traded, or if on any such date such shares are not 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 the shares of Common Stock (or other securities) selected by a majority of the Board. If on any such date no market maker is making a market in such shares, the fair value of such shares on such date, as determined in good faith by a majority of the Board, shall be adjustedused. The term "Trading Day" shall mean a Business Day or, if such shares are listed or admitted to trading on any national securities exchange or the Nasdaq National Market, a day on which the principal national securities exchange on which such shares are listed or admitted to trading or the Nasdaq National Market is open for purposes the transaction of calculating such average, by multiplying such Closing Price by a fraction, of which (A) the numerator shall be the Exercise Price as in effect immediately prior to the Computation Date and of which (B) the denominator shall be the Exercise Price as in effect immediately prior to the Market-Effect Date, it being understood that the purpose of this proviso is to ensure that the effect of such event on the market price of the Common Stock shall, as nearly as possible, be eliminated in order that the distortion in the calculation of the Current Market Price may be minimizedbusiness.

Adjustment of Exercise Price. Subject The Exercise Price, as defined in Section 1, shall be subject to the provisions of this Section 7, the Exercise Price in effect adjustment from time to time shall be subject to adjustment, as follows: (a) If an Issuer after the date hereof shall (i) In case the Company shall (x) declare pay a dividend or make a distribution on to all holders of any class of Common Equity Securities with respect to such holders' Common Equity Securities and in units or shares of Common Equity Securities, (ii) split or otherwise subdivide the outstanding units or shares of its Common Stock in shares of its Common Stock, (y) subdivide or reclassify the outstanding shares of its Common Stock into a greater number of sharesEquity Securities, or (ziii) combine or reclassify the outstanding units or shares of its Common Stock Equity Securities into a smaller number of units or shares, the Exercise Price then in effect immediately after the record date for any such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be adjusted so that it shall equal the price determined by multiplying case the Exercise Price in effect immediately prior thereto shall be adjusted to a price obtained by multiplying such Exercise Price by a fractionfraction of which the numerator shall be the number of units or shares of Common Equity Securities outstanding prior to such action and the denominator shall be the number of units or shares of Common Equity Securities outstanding after giving effect to such action. An adjustment made pursuant to clause (i) of this subsection (a) shall become effective retroactive to the date immediately after the Record Date for such dividend or distribution, and an adjustment made pursuant to clause (ii) or (iii) of this subsection (a) shall become effective immediately after the effective date of such subdivision or combination. (b) If an Issuer after the date hereof shall issue rights, options or warrants to all holders of any class of Common Equity Securities with respect to such holders' Common Equity Securities to subscribe for or purchase units or shares of Common Equity Securities or securities convertible into or exchangeable or redeemable for Common Equity Securities at a price per share less than the Applicable Price per share or unit on the issuance date thereof, the Exercise Price in effect immediately prior thereto shall be adjusted to a price obtained by multiplying such Exercise Price by a fraction of which (Ai) the numerator shall be the number of units or shares of Common Stock Equity Securities outstanding immediately before on the date of issuance of such dividendrights, distributionoptions or warrants plus the number of units or shares of the class of Common Equity Securities subject to such rights, subdivisionoptions or warrants which the aggregate consideration for the total number of units or shares so to be offered would purchase at the Applicable Price of a unit or share of the class of Common Equity Securities subject to such rights, combination options or reclassificationwarrants, and of which (Bii) the denominator shall be the number of units or shares of Common Stock Equity Securities outstanding immediately after on the date of issuance of such dividendrights, distribution, subdivision, combination options or reclassification. Any shares of Common Stock of the Company issuable in payment of a dividend shall be deemed to have been issued immediately prior to the record date for such dividend for purposes of calculating warrants plus the number of outstanding additional units or shares of Common Stock of the Company under Section 7(a)(ii) and 7(a)(iii) hereof. Such Commo n Equity Securities to be offered for subscription or purchase; provided, however, that no adjustment shall be made successively whether any event specified above shall occur. if an Issuer issues or distributes to the Holder the rights, options or warrants which the Holder would have been entitled to receive had this Warrant been exercised prior to the Record Date (ii) In case the Company shall fix a record date and, if applicable, had this Warrant been exercisable for the class of Common Equity Securities receiving such issuance of or distribution). Any such adjustments shall be made whenever such rights, options, options or warrants or convertible or exchangeable securities are issued to all holders of its Common Stock entitling them (for a period expiring within forty-five (45) days after such record date) to subscribe for or purchase shares of its Common Stock at a price per share less than the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) of a share any class of Common Stock Equity Securities with respect to such holders' Common Equity Securities and shall become effective retroactive to the date immediately after the Record Date for the determination of limited partners or stockholders, as the case may be, entitled to receive such rights, options or warrants unless such rights, options or warrants are not immediately exercisable, in which case, any such adjustments shall be made at such time such rights, options or warrants become exercisable. Upon expiration of the Company on period during which any such record daterights, options or warrants may be exercised, any adjustment previously made pursuant to the foregoing provisions shall be recalculated to take into consideration only those rights, options or warrants actually exercised during the applicable period for exercise and notice of any such further adjustment to the Exercise Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (A) the numerator shall be the number of shares of Common Stock outstanding on such record date plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the Current Market Price per share, and of which (B) the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock offered for subscription or purchase. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such rights, options, warrants or convertible or exchangeable securities are not so issued or expire unexercised, the Exercise Price then in effect shall be readjusted given to the Exercise Price which would then be in effect if such unissued or unexercised rights, options, warrants or convertible or exchangeable securities had not been issuableHolder as herein provided. (iiic) In case If an Issuer after the Company date hereof shall fix a record date for the making of a distribution issue or distribute to all holders of any class of Common Equity Securities (or any class of capital stock or common units that is convertible into or exchangeable or redeemable for Common Equity Securities) with respect to such holders' Common Equity Securities (or such other capital stock or common units) evidences of its indebtedness, cash, or other assets, shares of its Common Stock (A) of shares capital stock or common units of any class or any other than its Common Stock or (B) of evidences of its indebtedness or (C) of assets (excluding cash dividends or distributions securities (other than extraordinary cash dividends the Common Equity Securities) or distributions), and dividends or distributions rights to subscribe therefor (excluding those referred to in Subsection 7(a)(isubsection (b) hereof) or (D) of rights, options, warrants or convertible or exchangeable securities (excluding those rights, options, warrants or convertible or exchangeable securities referred to in Section 7(a)(ii) hereofabove), then in each such case the Exercise Price in effect immediately thereafter prior thereto shall be determined adjusted to a price obtained by multiplying such Exercise Price by a fraction of which (i) the numerator shall be the difference between (x) the amount, for each class of Common Equity Securities then outstanding, of the Fair Market Value per unit or share of such class of Common Equity Securities, multiplied by the number of outstanding units or shares of such class of Common Equity Securities, in each case on the Record Date, and (y) the Fair Market Value of the assets, cash or evidences of indebtedness so distributed, or shares of capital stock or other securities or rights to subscribe therefor so issued, and (ii) the denominator shall be product of the amount, for each class of Common Equity Securities then outstanding, of the Fair Market Value per unit or share of such class of Common Equity Securities, multiplied by the number of outstanding units or shares of such class of Common Equity Securities, in each case on the Record Date; provided, however, that no adjustment shall be made if the Issuer issues or distributes to the Holder the evidence of indebtedness, cash, other assets, capital stock or other securities or subscription rights referred to above in this subsection (c) that the Holder would have been entitled to receive had this Warrant been exercised in full prior to the Record Date (and, if applicable, had this Warrant been exercisable for the class of Common Equity Securities or such other class of capital stock that is convertible into or exchangeable or redeemable for Common Equity Securities receiving such issuance or distribution). The Issuer shall provide the Holder, upon receipt of a written request therefor, wit h any indenture or other instrument defining the rights of the holders of any indebtedness, assets, capital stock or other securities or subscription rights referred to in this Section 5.1(c). Any such adjustment shall be made whenever any such distribution is made, and shall become effective retroactive to the date immediately after the Record Date. Upon expiration of the period during which any subscription rights granted pursuant to this subsection (c) may be exercised, any adjustment previously made pursuant to the foregoing provisions shall be recalculated to take into consideration only those subscription rights actually exercised during the applicable period for exercise and notice of any such further adjustment to the Exercise Price shall be given to the Holder as herein provided. For the avoidance of doubt, distributions of income or returns on capital with respect to the Class B Limited Partnership Interest shall not result in an adjustment to the Exercise Price pursuant to this Section 5.1(c). (d) For purposes of Sections 5.1(a), 5.1(b) and 5.1(c), any dividend or distribution to which Section 5.1(c) is applicable that also includes units or shares of Common Equity Securities, a subdivision of Common Equity Securities or a combination of Common Equity Securities to which Section 5.1(a) applies, or rights or warrants to subscribe for or purchase units or shares of Common Equity Securities to which Section 5.1(b) applies (or any combination thereof), shall be deemed instead to be: (i) a dividend or distribution of the evidences of indebtedness, cash, other assets, shares of capital stock, other securities or subscription rights, other than such units or shares of Common Equity Securities, such subdivision or combination or such rights, options or warrants to which Sections 5.1(a) and 5.1(b) apply, respectively (and any Exercise Price reduction required by Section 5.1(c) with respect to such dividend or distribution shall then be made), immediately followed by (ii) a dividend or distribution of such units or shares of Common Equity Securities, such subdivision or combination or such rights, options or warrants to which Sections 5.1(a) and 5.1(b) apply (and any further Exercise Price reduction required by Sections 5.1(a) and 5.1(b) with respect to such actions shall then be made). (e) In case a tender or exchange offer (other than an odd lot offer) by an Issuer for any Common Equity Securities, or other repurchase of any Common Equity Securities by an Issuer, is consummated at a price in excess of the Market Price of the Common Equity Securities subject to such tender or exchange offer or repurchase, at the expiration of such tender or exchange offer or at the time of such repurchase (as the case may be), the Exercise Price in effect immediately prior thereto shall be adjusted to a price obtained by multiplying such Exercise Price by a fraction, fraction of which (xi) the numerator shall be the total number of shares of Common Stock outstanding on such record date multiplied by the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) per share on such record datePrice, less the aggregate fair market value as determined in good faith by the Board of Directors amount of the Company excess of said shares the value of the tender or evidences of indebtedness exchange offer price or assets or rights, options, warrants or convertible or exchangeable securities so distributedrepurchase price over the Market Price, and of which (yii) the denominator shall be the total number Market Price, such adjustment to become effective immediately prior to the opening of shares business on the day following such date of Common Stock outstanding on such record expiration or date multiplied by such Current Market Price per share. Such adjustment shall be made successively whenever such a record date is fixed. of repurchase (as the case may be). (f) In the event that such distribution is not so madeof an adjustment to the Trust Exercise Price as a result of any adjustment pursuant to this Agreement, the LP Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed. (iv) For the purpose of any computation under Section 7(a)(ii) or 7(a)(iii) hereof, the "Current Market Price" per share at any date (the "Computation Date") shall be deemed to be the average of the daily Closing Prices of the Common Stock for twenty (20) consecutive Trading Days ending the Trading Day immediately preceding the Computation Date; provided, however, that if there shall have occurred prior to the Computation Date any event described in Subsection 7(a)(i), 7(a)(ii) or 7(a)(iii) which shall have become effective with respect to market transactions at any time (the "Market-Effect Date") on or within such 20-day period, the Closing Price for each Trading Day preceding the Market-Effect Date shall be adjusted, for purposes of calculating such average, if an adjustment is not already required by multiplying such Closing Price by a fraction, of which (A) the numerator shall be the Exercise Price as in effect immediately prior to the Computation Date and of which (B) the denominator shall be the Exercise Price as in effect immediately prior to the Market-Effect Date, it being understood that the purpose another provision of this proviso is Agreement, in order to ensure that maintain the effect intended relationship between the Limited Partnership Units and the Common Shares and the right of a holder of one Limited Partnership Unit to receive, upon redemption or exchange of such event on the market price of the Unit, one Common Stock shall, as nearly as possible, be eliminated in order that the distortion in the calculation of the Current Market Price may be minimizedShare.

Adjustment of Exercise Price. Subject to the provisions of this Section 7, the The Exercise Price in effect at any date shall be subject to adjustment from time to time shall be subject to adjustment, as follows: (ia) In case if and whenever at any time during the Company shall Adjustment Period, the Corporation shall (xa) declare a dividend or make a distribution on subdivide the outstanding shares of its Common Stock in shares of its Common Stock, (y) subdivide or reclassify the outstanding shares of its Common Stock Shares into a greater number of shares, or Common Shares; (zb) combine or reclassify consolidate the outstanding shares of its Common Stock Shares into a smaller lesser number of sharesCommon Shares; or (c) make any distribution payable in Common Shares to the holders of all or substantially all of the outstanding Common Shares (any of such events being called a "Common Share Reorganization"), the Exercise Price shall be adjusted effective immediately after the effective date or record date, as the case may be, on which the holders of Common Shares are determined for the purpose of the Common Share Reorganization by multiplying the Exercise Price in effect immediately prior to such effective date or record date by a fraction, the numerator of which shall be the number of Common Shares outstanding on such effective date or record date 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. (b) If and whenever at any time during the Adjustment Period, the Corporation shall fix a record date for the issue of rights, options or warrants to the holders of all or substantially all the outstanding Common Shares under which such holders are entitled during a period expiring not more than forty-five days after the record date for such dividend issue to subscribe for or distribution purchase Common Shares, or securities convertible into or exchangeable for Common Shares, at a price per Common Share or having a conversion or exchange price per Common Share less than ninety-five percent (95%) of the effective date of Current Market Price per Common Share on such subdivisionrecord date, combination or reclassification the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto on such record date by a fraction, fraction of which (A) the numerator shall be the total number of shares Common Shares outstanding on such record date plus a number equal to the number determined by dividing the aggregate price of the total number of additional Common Stock outstanding immediately before Shares offered for subscription or purchase, or the aggregate conversion or exchange price of the convertible securities so offered, by such dividend, distribution, subdivision, combination or reclassificationCurrent Market Price per Common Share, and of which (B) the denominator shall be the total number of shares Common Shares outstanding on such record date plus the total number of additional Common Stock outstanding immediately after such dividend, distribution, subdivision, combination Shares offered for subscription or reclassificationpurchase (or into which the convertible Securities so offered are convertible or exchangeable). Any shares of Common Stock If by the terms of the Company issuable rights, options or warrants referred to in payment this Section 4.2(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 securities so offered, shall be calculated for purposes of the adjustment on the basis of the lowest of the purchase, conversion or exchange price per Common Share, as the case may be. To the extent that any adjustment in Exercise Price occurs pursuant to this Section 4.2(b) as a result of the fixing by the Corporation of a dividend shall be deemed to have been issued immediately prior to the record date for such dividend for purposes the distribution of calculating rights, options or warrants referred to in this Section 4.2(b), the Exercise Price shall be readjusted immediately after the expiration of any relevant exchange, conversion or exercise right to the Exercise Price which would then be in effect based upon the number of outstanding shares of Common Stock of the Company under Section 7(a)(ii) Shares actually issued and 7(a)(iii) hereof. Such adjustment remaining issuable after such expiration, and shall be made successively whether further readjusted in such manner upon expiration of any event specified above shall occurfurther such right. (iic) In case If and whenever at any time during the Company Adjustment Period the Corporation shall fix a record date for the issue or distribution to the holders of all or substantially all the outstanding Common Shares (other than a dividend paid in the ordinary course) of: (a) securities of the Corporation including rights, options or warrants to acquire Equity Shares or securities convertible into or exchangeable for Equity Shares or property or assets and including evidences of its indebtedness; or (b) any property or other assets; and if such issuance or distribution is not by way of a Common Share Reorganization or an issuance of rights, options, options or warrants or convertible or exchangeable securities referred to all holders of its Common Stock entitling them (for a period expiring within forty-five (45) days after such record date) to subscribe for or purchase shares of its Common Stock at a price per share less than the Current Market Price (as such term is defined in Section 7(a)(iv4.2(b) hereof) of a share of Common Stock of the Company on then, in each such record datecase, the Exercise Price shall be adjusted immediately thereafter after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto on such date by a fraction, of which (A) the numerator shall be the product of the number of shares of Common Stock Shares outstanding on such record date plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at and the Current Market Price per share, and of which (B) the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock offered for subscription or purchase. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such rights, options, warrants or convertible or exchangeable securities are not so issued or expire unexercised, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such unissued or unexercised rights, options, warrants or convertible or exchangeable securities had not been issuable. (iii) In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock (A) of shares of any class other than its Common Stock or (B) of evidences of its indebtedness or (C) of assets (excluding cash dividends or distributions (other than extraordinary cash dividends or distributions), and dividends or distributions referred to in Subsection 7(a)(i) hereof) or (D) of rights, options, warrants or convertible or exchangeable securities (excluding those rights, options, warrants or convertible or exchangeable securities referred to in Section 7(a)(ii) hereof), then in each such case the Exercise Price in effect immediately thereafter shall be determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (x) the numerator shall be the total number of shares of Common Stock outstanding on such record date multiplied by the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) per share on such record date, less the aggregate fair market value (as determined in good faith by the Board Directors with the acceptance by the Trustee, which determination shall be conclusive) of Directors of the Company of said shares such securities, property or evidences of indebtedness other assets so issued or assets or rights, options, warrants or convertible or exchangeable securities so distributed, and of which (y) the denominator shall be the total product of the number of shares of Common Stock Shares outstanding on such record date multiplied by and such Current Market Price per sharePrice. Such adjustment shall be made successively whenever such a record date is fixed. In For the event that such distribution is not so madepurposes of this Section 4.2(c), "dividend paid in the Exercise Price then ordinary course" means dividends, whether in effect shall be readjusted cash or in shares of the capital stock of the Corporation, paid in any fiscal year of the Corporation to the Exercise Price which would then be extent that the aggregate fair market value of such cash and the paid-up capital of such shares does not in effect if such record date had not been fixed.fiscal year exceed the greater of: (iva) For the purpose of any computation under Section 7(a)(ii) or 7(a)(iii) hereof, the "Current Market Price" per share at any date (the "Computation Date") shall be deemed to be the average 150% of the daily Closing Prices aggregate amount of dividends paid by the Corporation on the Common Stock for twenty (20) Shares during the period of 12 consecutive Trading Days ending the Trading Day immediately preceding the Computation Date; provided, however, that if there shall have occurred prior to the Computation Date any event described in Subsection 7(a)(i), 7(a)(ii) or 7(a)(iii) which shall have become effective with respect to market transactions at any time (the "Market-Effect Date") on or within such 20-day period, the Closing Price for each Trading Day preceding the Market-Effect Date shall be adjusted, for purposes of calculating such average, by multiplying such Closing Price by a fraction, of which (A) the numerator shall be the Exercise Price as in effect months ended immediately prior to the Computation Date and first day of which such fiscal year; and (Bb) 100% of the denominator shall be consolidated net earnings of the Exercise Price as in effect Corporation, before extraordinary items or changes, during the period of 12 consecutive months ended immediately prior to the Market-Effect Date, it being understood that the purpose of this proviso is to ensure that the effect first day of such event on fiscal year (such consolidated net earnings to be as shown in the market price audited financial statements of the Common Stock shallCorporation for such period of 12 consecutive months or, as nearly as possibleif there are no audited financial statements in respect of such period, be eliminated computed in order that the distortion accordance with generally accepted accounting principles consistent with those applied in the calculation preparation of the Current Market Price may most recent audited consolidated financial statements of the Corporation); and for such purpose the amount of any dividend paid in shares shall be minimizedthe aggregate paid-up capital of such shares.

Adjustment of Exercise Price. Subject (a) If, at any time prior to the provisions of this Section 7Expiry Time, the Exercise Price in effect from time to time shall be subject to adjustment, as followsCorporation shall: (i) In case the Company shall (x) declare a dividend or make a distribution on subdivide the outstanding shares of its Common Stock in shares of its Common Stock, (y) subdivide or reclassify the outstanding shares of its Common Stock Shares into a greater number of shares, or ; (zii) combine or reclassify consolidate the outstanding shares of its Common Stock Shares into a smaller lesser number of shares; or (iii) make a distribution (other than a distribution referred to in subsection 5(c) of this Warrant Certificate) to the holders of all or substantially all of the Common Shares payable in Common Shares or securities exchangeable for or convertible into Common Shares; (any such event being herein called a “Common Share Reorganization”), then the Exercise Price in effect shall be adjusted, effective immediately after the effective date or record date at which holders of Common Shares are determined for such dividend or distribution or the effective date purposes of such subdivisionthe Common Share Reorganization, combination or reclassification shall be adjusted so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto to such effective date or record date by a fraction, fraction of which (A) which: A. the numerator shall be the number of shares of Common Stock Shares outstanding immediately on such effective date or record date before giving effect to such dividend, distribution, subdivision, combination or reclassification, and of which (B) Common Share Reorganization; and B. the denominator shall be the number of shares of Common Stock Shares outstanding immediately after giving effect to such dividendCommon Shares Reorganization, distributionincluding, subdivisionwithout limitation, combination or reclassification. Any shares of Common Stock of in the Company issuable in payment case of a dividend shall be deemed to have been issued immediately prior to the record date distribution of securities exchangeable for such dividend for purposes of calculating or convertible into Common Shares, the number of Common Shares that would have been outstanding shares of if such securities had been exchanged for or converted into Common Stock Shares on such date. To the extent that any adjustment in the Exercise Price occurs pursuant to this subsection (a) as a result of the Company under Section 7(a)(ii) and 7(a)(iii) hereof. Such adjustment shall be made successively whether any event specified above shall occur. (ii) In case fixing by the Company shall fix Corporation of a record date for the issuance distribution of rights, options, warrants securities exchangeable for or convertible or exchangeable securities to all holders of its into Common Stock entitling them (for a period expiring within forty-five (45) days after such record date) to subscribe for or purchase shares of its Common Stock at a price per share less than the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) of a share of Common Stock of the Company on such record dateShares, the Exercise Price shall be adjusted readjusted immediately thereafter so that it shall equal after the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, expiration of which (A) the numerator shall be the number of shares of Common Stock outstanding on such record date plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the Current Market Price per share, and of which (B) the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock offered for subscription any relevant exchange or purchase. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such rights, options, warrants or convertible or exchangeable securities are not so issued or expire unexercised, the Exercise Price then in effect shall be readjusted conversion right to the Exercise Price which would then be in effect if based upon the number of Common Shares actually issued and remaining issuable pursuant to such unissued or unexercised rights, options, warrants exchangeable or convertible or exchangeable securities had not been issuableafter such expiration. (iiib) In case If, at any time prior to the Company Expiry Time, the Corporation shall fix a record date for the making of a distribution issue to all the holders of shares all or substantially all of its the Common Stock (A) of shares of any class other than its Common Stock or (B) of evidences of its indebtedness or (C) of assets (excluding cash dividends or distributions (other than extraordinary cash dividends or distributions), and dividends or distributions referred to in Subsection 7(a)(i) hereof) or (D) Shares of rights, optionsoptions or warrants under which such holders are entitled, warrants during a period expiring not more than 45 days after the record date for such issue (which period is herein called the “Rights Period”), to subscribe for or purchase Common Shares or securities exchangeable for or convertible or into Common Shares at a price per share to the holder (or, in the case of securities exchangeable securities (excluding those rights, options, warrants for or convertible into Common Shares, at an exchange or exchangeable securities referred to in Section 7(a)(iiconversion price per share) hereofof less than 95% of the Current Market Price of the Common Shares on such record date (any such event being herein called a “Rights Offering”), then in each such case the Exercise Price in effect immediately thereafter shall be adjusted, effective immediately after the record date, to a price determined by multiplying the Exercise Price in effect immediately prior thereto on such date by a fraction, fraction of which which: (xi) the numerator shall be the total aggregate of: A. the number of shares of Common Stock Shares outstanding on such the record date multiplied for the Rights Offering; and B. the number determined by the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) per share on such record date, less the aggregate fair market value as determined in good faith by the Board of Directors of the Company of said shares or evidences of indebtedness or assets or rights, options, warrants or convertible or exchangeable securities so distributed, and of which (y) the denominator shall be the total number of shares of Common Stock outstanding on such record date multiplied by such Current Market Price per share. Such adjustment shall be made successively whenever such a record date is fixed. In the event that such distribution is not so made, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed.dividing: (ivI) For the purpose of any computation under Section 7(a)(ii) or 7(a)(iii) hereof, the "Current Market Price" per share at any date (the "Computation Date") shall be deemed to be the average of the daily Closing Prices of the Common Stock for twenty (20) consecutive Trading Days ending the Trading Day immediately preceding the Computation Date; provided, however, that if there shall have occurred prior to the Computation Date any event described in Subsection 7(a)(i), 7(a)(ii) or 7(a)(iii) which shall have become effective with respect to market transactions at any time (the "Market-Effect Date") on or within such 20-day period, the Closing Price for each Trading Day preceding the Market-Effect Date shall be adjusted, for purposes of calculating such average, by multiplying such Closing Price by a fraction, of which (A) the numerator shall be the Exercise Price as in effect immediately prior to the Computation Date and of which (B) the denominator shall be the Exercise Price as in effect immediately prior to the Market-Effect Date, it being understood that the purpose of this proviso is to ensure that the effect of such event on the market price of the Common Stock shall, as nearly as possible, be eliminated in order that the distortion in the calculation of the Current Market Price may be minimized.either:

Adjustment of Exercise Price. Subject to the provisions of ---------------------------- this Section 7Article III, the Exercise Price in effect from time to time shall be subject to adjustment, as follows: (ia) In case the Company shall (xi) declare a dividend or make a distribution on the outstanding shares of its Common Stock in shares of its Common Stock, (yii) subdivide or reclassify the outstanding shares of its Common Stock into a greater number of shares, or (ziii) combine or reclassify the outstanding shares of its Common Stock into a smaller number of shares, the Exercise Price in effect immediately after the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be adjusted so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (A) the numerator shall be the number of shares of Common Stock outstanding immediately before such dividend, distribution, subdivision, combination or reclassification, and of which (B) the denominator shall be the number of shares of Common Stock outstanding immediately after such dividend, distribution, subdivision, combination or reclassification. Any shares of Common Stock of the Company issuable in payment of a dividend shall be deemed to have been issued immediately prior to the record date for such dividend for purposes of calculating the number of outstanding shares of Common Stock of the Company under Section 7(a)(iiSubsections 3.l(b), 3.l(c) and 7(a)(iii3.2 (a) hereof. Such adjustment shall be made successively whether whenever any event specified above shall occur. (iib) In case the Company shall fix a record date for the issuance of rights, options, warrants or convertible or exchangeable securities to all holders of its Common Stock entitling them (for a period expiring which, by its express terms, expires within forty-five (45) days after such record date) to subscribe for or purchase shares of its Common Stock at a price per share less than the Current Market Price (as such term is defined in Section 7(a)(ivSubsection 3.1(d) hereof) of a share of Common Stock of the Company on such record date, the Exercise Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (A) the numerator shall be the number of shares of Common Stock outstanding on such record date plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the Current Market Price per share, and of which (B) the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock offered for subscription or purchase. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such rights, options, warrants or convertible or exchangeable securities are not so issued or expire unexercised, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such unissued or unexercised rights, options, warrants or convertible or exchangeable securities had not been issuable. (iiic) In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock (Ai) of shares of any class other than its Common Stock or (Bii) of evidences of its indebtedness or (Ciii) of assets (excluding cash dividends or distributions (other than extraordinary cash dividends or distributions), and dividends or distributions referred to in Subsection 7(a)(i3.1(a) hereof) or (Div) of rights, options, warrants or convertible or exchangeable securities (excluding those rights, options, warrants or convertible or exchangeable securities referred to in Section 7(a)(iiSubsection 3.1(b) hereof), then in each such case the Exercise Price in effect immediately thereafter shall be determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (x) the numerator shall be the total number of shares of Common Stock outstanding on such record date multiplied by the Current Market Price (as such term is defined in Section 7(a)(ivSubsection 3.l(d) hereof) per share on such record date, less the aggregate fair market value as determined in good faith by the Board of Directors of the Company of said shares or evidences of indebtedness or assets or rights, options, warrants or convertible or exchangeable securities so distributed, and of which (y) the denominator shall be the total number of shares of Common Stock outstanding on such record date multiplied by such Current Market Price per share. Such adjustment shall be made successively whenever such a record date is fixed; provided, however, that in no event shall the exercise price be less than zero. In the event that such distribution is not so made, or that such distribution, by its express terms, is intended to be made, and is in fact made, to all holders of Warrant Shares upon exercise of their respective Warrants, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed. (ivd) Immediately after the close of business on July 15, 1999, the Exercise Price shall be reset to the lesser of: (i) the Exercise Price then in effect or (ii) 120% of the Closing Price (as defined in clause (c) of the second paragraph of Section 2.3) of the Company's Common Stock on July 15, 1999. (e) For the purpose of any computation under Section 7(a)(iiSubsection 3.1(b) or 7(a)(iii3.1(c) hereof, the "Current Market Price" per share at any date (the "Computation Date") shall be deemed to be the average of the daily Closing Prices of the Common Stock for twenty the five (205) consecutive Trading Days ending the Trading Day immediately preceding the Computation Date; provided, however, that -------- ------- if there shall have occurred prior to the Computation Date any event described in Subsection 7(a)(i3.l(a), 7(a)(ii3.l(b) or 7(a)(iii) which shall have become effective with respect to market transactions at any time (the "Market-Effect Date") on or within such 20-day period, the Closing Price for each Trading Day preceding the Market-Effect Date shall be adjusted, for purposes of calculating such average, by multiplying such Closing Price by a fraction, of which (A) the numerator shall be the Exercise Price as in effect immediately prior to the Computation Date and of which (B) the denominator shall be the Exercise Price as in effect immediately prior to the Market-Effect Date, it being understood that the purpose of this proviso is to ensure that the effect of such event on the market price of the Common Stock shall, as nearly as possible, be eliminated in order that the distortion in the calculation of the Current Market Price may be minimized.3.1

Adjustment of Exercise Price. Subject (a) If, at any time prior to the provisions of this Section 7Expiry Time, the Exercise Price in effect from time to time shall be subject to adjustment, as followsCompany shall: (i) In case the Company shall (x) declare a dividend or make a distribution on subdivide the outstanding shares of its Common Stock in shares of its Common Stock, (y) subdivide or reclassify the outstanding shares of its Common Stock Shares into a greater number of shares, or ; (zii) combine or reclassify consolidate the outstanding shares of its Common Stock Shares into a smaller lesser number of shares; or (iii) make a distribution (other than a distribution referred to in subsections 4(b) or 4(c) of this Warrant Certificate) to the holders of all or substantially all of the Common Shares payable in Common Shares or securities exchangeable for or convertible into Common Shares; (any such event being herein called a "Common Share Reorganisation"), then the Exercise Price in effect shall be adjusted, effective immediately after the effective date or record date at which holders of Common Shares are determined for such dividend or distribution or the effective date purposes of such subdivisionthe Common Share Reorganisation, combination or reclassification shall be adjusted so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto to such effective date or record date by a fraction, fraction of which (A) which: A. the numerator shall be the number of shares of Common Stock Shares outstanding immediately on such effective date or record date before giving effect to such dividend, distribution, subdivision, combination or reclassification, and of which (B) Common Share Reorganisation; and B. the denominator shall be the number of shares of Common Stock Shares outstanding immediately after giving effect to such dividendCommon Share Reorganisation, distributionincluding, subdivisionwithout limitation, combination or reclassification. Any shares of Common Stock of in the Company issuable in payment case of a dividend shall be deemed to have been issued immediately prior to the record date distribution of securities exchangeable for such dividend for purposes of calculating or convertible into Common Shares, the number of Common Shares that would have been outstanding shares of if such securities had been exchanged for or converted into Common Stock Shares on such date. To the extent that any adjustment in the Exercise Price occurs pursuant to this subsection (a) as a result of the Company under Section 7(a)(ii) and 7(a)(iii) hereof. Such adjustment shall be made successively whether any event specified above shall occur. (ii) In case fixing by the Company shall fix of a record date for the issuance distribution of rights, options, warrants securities exchangeable for or convertible or exchangeable securities to all holders of its into Common Stock entitling them (for a period expiring within forty-five (45) days after such record date) to subscribe for or purchase shares of its Common Stock at a price per share less than the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) of a share of Common Stock of the Company on such record dateShares, the Exercise Price shall be adjusted readjusted immediately thereafter so that it shall equal after the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, expiration of which (A) the numerator shall be the number of shares of Common Stock outstanding on such record date plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the Current Market Price per share, and of which (B) the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock offered for subscription any relevant exchange or purchase. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such rights, options, warrants or convertible or exchangeable securities are not so issued or expire unexercised, the Exercise Price then in effect shall be readjusted conversion right to the Exercise Price which would then be in effect if based upon the number of Common Shares actually issued and remaining issuable pursuant to such unissued or unexercised rights, options, warrants exchangeable or convertible or exchangeable securities had not been issuableafter such expiration. (iiib) In case If, at any time prior to the Expiry Time, the Company shall fix a record date for the making of a distribution issue to all the holders of shares all or substantially all of its the Common Stock (A) of shares of any class other than its Common Stock or (B) of evidences of its indebtedness or (C) of assets (excluding cash dividends or distributions (other than extraordinary cash dividends or distributions), and dividends or distributions referred to in Subsection 7(a)(i) hereof) or (D) Shares of rights, optionsoptions or warrants under which such holders are entitled, warrants during a period expiring not more than 45 days after the record date for such issue (which period is herein called the "Rights Period"), to subscribe for or purchase Common Shares or securities exchangeable for or convertible or into Common Shares at a price per share to the holder (or, in the case of securities exchangeable securities (excluding those rights, options, warrants for or convertible into Common Shares, at an exchange or exchangeable securities referred to in Section 7(a)(iiconversion price per share) hereofof less than 95% of the Current Market Price (as defined below) of the Common Shares on such record date (any such event being herein called a "Rights Offering"), then in each such case the Exercise Price in effect immediately thereafter shall be adjusted, effective immediately after the record date, to a price determined by multiplying the Exercise Price in effect immediately prior thereto on such date by a fraction, fraction of which (x) the numerator shall be the total number of shares of Common Stock outstanding on such record date multiplied by the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) per share on such record date, less the aggregate fair market value as determined in good faith by the Board of Directors of the Company of said shares or evidences of indebtedness or assets or rights, options, warrants or convertible or exchangeable securities so distributed, and of which (y) the denominator shall be the total number of shares of Common Stock outstanding on such record date multiplied by such Current Market Price per share. Such adjustment shall be made successively whenever such a record date is fixed. In the event that such distribution is not so made, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed. (iv) For the purpose of any computation under Section 7(a)(ii) or 7(a)(iii) hereof, the "Current Market Price" per share at any date (the "Computation Date") shall be deemed to be the average of the daily Closing Prices of the Common Stock for twenty (20) consecutive Trading Days ending the Trading Day immediately preceding the Computation Date; provided, however, that if there shall have occurred prior to the Computation Date any event described in Subsection 7(a)(i), 7(a)(ii) or 7(a)(iii) which shall have become effective with respect to market transactions at any time (the "Market-Effect Date") on or within such 20-day period, the Closing Price for each Trading Day preceding the Market-Effect Date shall be adjusted, for purposes of calculating such average, by multiplying such Closing Price by a fraction, of which (A) the numerator shall be the Exercise Price as in effect immediately prior to the Computation Date and of which (B) the denominator shall be the Exercise Price as in effect immediately prior to the Market-Effect Date, it being understood that the purpose of this proviso is to ensure that the effect of such event on the market price of the Common Stock shall, as nearly as possible, be eliminated in order that the distortion in the calculation of the Current Market Price may be minimized.which:

Adjustment of Exercise Price. Subject to the provisions of this Section 7, the The Exercise Price in effect from time to to- time shall be subject to adjustment, as follows: (ia) In case the Company shall (xi) declare a dividend or make a distribution on the outstanding shares of its Common Stock capital stock that is payable in shares of its Common Stock, (yii) subdivide subdivide, split or reclassify the outstanding shares of its Common Stock into a greater number of shares, or (ziii) combine or reclassify the outstanding shares of its Common Stock into a smaller number of shares, the Exercise Price in effect immediately after the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be adjusted so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, the numerator of which (A) the numerator shall be the number of shares of Common Stock outstanding immediately before such dividend, distribution, split, subdivision, combination or reclassification, and the denominator of which (B) the denominator shall be the number of shares of Common Stock outstanding immediately after such dividend, distribution, split, subdivision, combination or reclassification. Any shares of Common Stock of the Company issuable in payment of a dividend shall be deemed to have been issued immediately prior to the record date for such dividend for purposes of calculating the number of outstanding shares of Common Stock of the Company under this Section 7(a)(ii) and 7(a)(iii) hereof6. Such adjustment shall be made successively whether any upon the occurrence of each event specified above shall occurabove. (iib) In case the Company shall fix fixes a record date for the issuance to holders of its Common Stock of rights, options, warrants or convertible or exchangeable securities to all generally entitling such holders of its Common Stock entitling them (for a period expiring within forty-five (45) days after such record date) to subscribe for or purchase shares of its Common Stock at a price per share less than the Current Market Price (as such term is defined in Section 7(a)(ivSubsection 6.1(d) hereof) of a per share of Common Stock of the Company on such record date, the Exercise Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, the numerator of which (A) the numerator shall be the number of shares of Common Stock outstanding on such record date plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the Current Market Price per share, and the denominator of which (B) the denominator shall be the number of shares of Common Stock outstanding on such record date Record Date plus the number of additional shares of Common Stock offered for subscription or purchase. Such adjustment shall be made successively on each date whenever such a record date is fixed. To the extent that any such rights, options, warrants or convertible or exchangeable securities are not so issued or expire unexercised, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such unissued or unexercised rights, options, warrants or convertible or exchangeable securities had not been issuable. (iiic) In case the Company shall fix fixes a record date for the making of a distribution to all holders of shares of its Common Stock of (Ai) of shares of any class of capital stock other than its Common Stock or (Bii) of evidences of its indebtedness or (Ciii) of assets (excluding cash dividends or distributions (other than extraordinary cash dividends or distributions), and dividends or distributions referred to in Subsection 7(a)(i6.1 (a) hereof) or (Div) of rights, options, warrants or convertible or exchangeable securities (excluding those rights, options, warrants or convertible or exchangeable securities referred to in Section 7(a)(iiSubsection 6.1(b) hereof), then in each such case the Exercise Price in effect immediately thereafter shall be determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (x) the numerator shall be the total number of shares of Common Stock outstanding on such record date multiplied by the Current Market Price (as such term is defined in Section 7(a)(ivSubsection 6.1(d) hereof) per share on such record date, less the aggregate fair market value as determined in good faith by the Board of Directors of the Company of said shares or evidences of indebtedness or assets or rights, options, warrants or convertible or exchangeable securities so distributed, and of which (y) the denominator shall be the total number of shares of Common Stock outstanding on such record date multiplied by such Current Market market Price per share. Such adjustment shall be made successively whenever each time such a record date is fixed. In the event that such distribution is not so made, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed. (ivd) For the purpose of any computation under Section 7(a)(iiSubsection 6.1(a), 6.1(b) or 7(a)(iii6.1(c) hereof, the "Current Market Price" per share at any date (the "Computation Date") shall be deemed to be the average of the daily Closing Prices of the Common Stock for Current Market Value over twenty (20) consecutive Trading Days trading days ending the Trading Day immediately preceding the Computation Datetrading day before such date; provided, however, that if there shall have occurred upon the occurrence, prior to the Computation Date Date, of any event described in Subsection 7(a)(iSubsections 6.1(a), 7(a)(ii6.1(b) or 7(a)(iii6.1 (c) which shall have become effective with respect to market transactions at any time (the "Market-Effect Date") on or within after the beginning of such 20-day period, the Closing Price Current Market Value for each Trading Day trading day preceding the Market-Effect Date shall be adjusted, for purposes of calculating such average, by multiplying such Closing Price closing price by a fraction, fraction the numerator of which (A) the numerator shall be is the Exercise Price as in effect immediately prior to after the Computation Market-Effect Date and the denominator of which (B) the denominator shall be is the Exercise Price as in effect immediately prior to the Market-Effect Date, it being understood that the purpose of this proviso is to ensure that the effect of such event on the market price of the Common Stock shall, as nearly as possible, be eliminated in order that the distortion in the calculation of the Current Market Price may be minimized. (e) All calculations under this Section 6.1 shall be made to the nearest cent.

Adjustment of Exercise Price. Subject to the provisions of this Section 7, the The Exercise Price in effect from time to time shall be subject to adjustment, as follows: (ia) In case the Company shall (xi) declare a dividend or make a distribution on the outstanding shares of its Common Stock capital stock that is payable in shares of its Common Stock, (yii) subdivide subdivide, split or reclassify the outstanding shares of its Common Stock into a greater number of shares, or (ziii) combine or reclassify the outstanding shares of its Common Stock into a smaller number of shares, the Exercise Price in effect immediately after the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be adjusted so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, the numerator of which (A) the numerator shall be the number of shares of Common Stock outstanding immediately before such dividend, distribution, split, subdivision, combination or reclassification, and the denominator of which (B) the denominator shall be the number of shares of Common Stock outstanding immediately after such dividend, distribution, split, subdivision, combination or reclassification. Any shares of Common Stock of the Company issuable in payment of a dividend shall be deemed to have been issued immediately prior to the record date for such dividend for purposes of calculating the number of outstanding shares of Common Stock of the Company under this Section 7(a)(ii) and 7(a)(iii) hereof6. Such adjustment shall be made successively whether any upon the occurrence of each event specified above shall occurabove. (iib) In case the Company shall fix fixes a record date for the issuance to holders of its Common Stock of rights, options, warrants or convertible or exchangeable securities to all generally entitling such holders of its Common Stock entitling them (for a period expiring within forty-five (45) days after such record date) to subscribe for or purchase shares of its Common Stock at a price per share less than the Current Market Price (as such term is defined in Section 7(a)(ivSubsection 6.1(d) hereof) of a per share of Common Stock of the Company on such record date, the Exercise Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, the numerator of which (A) the numerator shall be the number of shares of Common Stock outstanding on such record date plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the Current Market Price per share, and the denominator of which (B) the denominator shall be the number of shares of Common Stock outstanding on such record date Record Date plus the number of additional shares of Common Stock offered for subscription or purchase. Such adjustment shall be made successively on each date whenever such a record date is fixed. To the extent that any such rights, options, warrants or convertible or exchangeable securities are not so issued or expire unexercised, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such unissued or unexercised rights, options, warrants or convertible or exchangeable securities had not been issuable. (iiic) In case the Company shall fix fixes a record date for the making of a distribution to all holders of shares of its Common Stock of (Ai) of shares of any class of capital stock other than its Common Stock or (Bii) of evidences of its indebtedness or (Ciii) of assets (excluding cash dividends or distributions (other than extraordinary cash dividends or distributions), and dividends or distributions referred to in Subsection 7(a)(i6.1(a) hereof) or (Div) of rights, options, warrants or convertible or exchangeable securities (excluding those rights, options, warrants or convertible or exchangeable securities referred to in Section 7(a)(iiSubsection 6.1(b) hereof), then in each such case the Exercise Price in effect immediately thereafter shall be determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (x) the numerator shall be the total number of shares of Common Stock outstanding on such record date multiplied by the Current Market Price (as such term is defined in Section 7(a)(ivSubsection 6.1(d) hereof) per share on such record date, less the aggregate fair market value as determined in good faith by the Board of Directors of the Company of said shares or evidences of indebtedness or assets or rights, options, warrants or convertible or exchangeable securities so distributed, and of which (y) the denominator shall be the total number of shares of Common Stock outstanding on such record date multiplied by such Current Market market Price per share. Such adjustment shall be made successively whenever each time such a record date is fixed. In the event that such distribution is not so made, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed. (ivd) For the purpose of any computation under Section 7(a)(iiSubsection 6.1(a), 6.1(b) or 7(a)(iii6.1(c) hereof, the "“Current Market Price" ” per share at any date (the "“Computation Date"”) shall be deemed to be the average of the daily Closing Prices of the Common Stock for Current Market Value over twenty (20) consecutive Trading Days trading days ending the Trading Day immediately preceding the Computation Datetrading day before such date; provided, however, that if there shall have occurred upon the occurrence, prior to the Computation Date Date, of any event described in Subsection 7(a)(iSubsections 6.1(a), 7(a)(ii6.1(b) or 7(a)(iii6.1(c) which shall have become effective with respect to market transactions at any time (the "“Market-Effect Date"”) on or within after the beginning of such 20-day period, the Closing Price Current Market Value for each Trading Day trading day preceding the Market-Effect Date shall be adjusted, for purposes of calculating such average, by multiplying such Closing Price closing price by a fraction, fraction the numerator of which (A) the numerator shall be is the Exercise Price as in effect immediately prior to after the Computation Market-Effect Date and the denominator of which (B) the denominator shall be is the Exercise Price as in effect immediately prior to the Market-Effect Date, it being understood that the purpose of this proviso is to ensure that the effect of such event on the market price of the Common Stock shall, as nearly as possible, be eliminated in order that the distortion in the calculation of the Current Market Price may be minimized. (e) All calculations under this Section 6.1 shall be made to the nearest cent.

Adjustment of Exercise Price. Subject to the provisions of this Section 7, the The Exercise Price in effect at the time and the number and kind of securities purchasable upon the exercise of this Placement Agent’s Warrant shall be subject to adjustment from time to time shall be subject to adjustment, upon the happening of certain events as follows: (ia) In case the Company shall shall, while this Placement Agent’s Warrant remains outstanding and unexpired, (xi) declare a dividend or make a distribution on the its outstanding shares of its Common Stock in shares of its Common Stock, (yii) subdivide or reclassify the its outstanding shares of its Common Stock into a greater number of shares, or (ziii) combine or reclassify the its outstanding shares of its Common Stock into a smaller number of shares, or (iv) enter into any transaction whereby the outstanding shares of Common Stock of the Company are at any time changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation through reorganization, sale of substantially all of the Company’s assets or any successor corporation’s assets to any other business entity, 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 Placement Agent’s Warrant shall be made and the Exercise Price in effect immediately after at the time of the record date for such dividend or distribution or of the effective date of such subdivision, combination combination, reclassification, reorganization, merger, consolidation, liquidation or reclassification recapitalization shall be proportionately adjusted so that it the Holder of this Placement Agent’s Warrant exercised after such date shall equal be entitled to receive the price determined aggregate number and kind of shares or other securities which, if this Placement Agent’s Warrant had been exercised by multiplying the Exercise Price in effect such Holder immediately prior thereto by a fractionto such date, of which (A) the numerator shall be the number of shares of Common Stock outstanding immediately before Holder would have been entitled to receive upon such dividend, distribution, subdivision, combination or combination, reclassification, reorganization, merger, consolidation, liquidation or recapitalization. For example, if the Company declares a 2 for 1 stock subdivision (split) and of which (B) the denominator shall be Exercise Price hereof immediately prior to such event was $7.00 per Share and the number of shares Shares issuable upon exercise of Common Stock outstanding this Placement Agent’s Warrant was 85,500, the adjusted Exercise Price immediately after such dividend, distribution, subdivision, combination or reclassification. Any shares of Common Stock of event would be $3.50 per Share and the Company issuable in payment of a dividend shall be deemed to have been issued immediately prior to the record date for such dividend for purposes of calculating the adjusted number of outstanding shares Shares issuable upon exercise of Common Stock of the Company under Section 7(a)(ii) and 7(a)(iii) hereof. Such adjustment shall this Placement Agent’s Warrant would be made successively whether any event specified above shall occur. (ii) In case the Company shall fix a record date for the issuance of rights, options, warrants or convertible or exchangeable securities to all holders of its Common Stock entitling them (for a period expiring within forty-five (45) days after such record date) to subscribe for or purchase shares of its Common Stock at a price per share less than the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) of a share of Common Stock of the Company on such record date, the Exercise Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (A) the numerator shall be the number of shares of Common Stock outstanding on such record date plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the Current Market Price per share, and of which (B) the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock offered for subscription or purchase171,000. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such rights, options, warrants or convertible or exchangeable securities are not so issued or expire unexercised, the Exercise Price then in effect event listed above shall be readjusted to the Exercise Price which would then be in effect if such unissued or unexercised rights, options, warrants or convertible or exchangeable securities had not been issuableoccur. (iiib) In case Whenever any adjustment shall be made pursuant to Section 8 hereof, the Company shall fix promptly make a record date for certificate signed by its Chairman, Chief Executive Officer, President, Vice President, Chief Financial Officer or Treasurer, setting forth in reasonable detail the making event requiring the adjustment, the amount of a distribution to all holders of shares of its Common Stock (A) of shares of any class other than its Common Stock or (B) of evidences of its indebtedness or (C) of assets (excluding cash dividends or distributions (other than extraordinary cash dividends or distributions)the adjustment, the method by which such adjustment was calculated and dividends or distributions referred to in Subsection 7(a)(i) hereof) or (D) of rights, options, warrants or convertible or exchangeable securities (excluding those rights, options, warrants or convertible or exchangeable securities referred to in Section 7(a)(ii) hereof), then in each such case the adjusted Exercise Price in effect immediately thereafter shall be determined by multiplying and the Exercise Price in effect immediately prior thereto by a fraction, of which (x) the numerator shall be the total adjusted number of shares of Common Stock outstanding on issuable upon exercise of this Placement Agent’s Warrant after giving effect to such record date multiplied adjustment, and shall promptly cause copies of such certificates to be mailed (by first class mail, postage prepaid) to the Current Market Price (as such term is defined Holder of this Placement Agent’s Warrant at its address set forth in Section 7(a)(iv) hereof) per share on such record datethe purchase form annexed hereto, less and shall cause a certified copy thereof to be mailed to the aggregate fair market value as determined in good faith Company’s transfer agent, if any. The 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 8, and a certificate signed by such firm shall be conclusive evidence of the Company correctness of said shares or evidences of indebtedness or assets or rights, options, warrants or convertible or exchangeable securities so distributed, and of which such adjustment. (yc) the denominator shall be the total number of shares of Common Stock outstanding on such record date multiplied by such Current Market Price per share. Such adjustment shall be made successively whenever such a record date is fixed. In the event that such distribution is not so madeat any time, as a result of an adjustment made pursuant to the provisions of this Section 8, the Exercise Price then in effect Holder of the Placement Agent’s 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 Placement Agent’s Warrant shall be readjusted subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the Exercise Price which would then be in effect if such record date had not been fixed. (iv) For the purpose of any computation under Section 7(a)(ii) or 7(a)(iii) hereof, the "Current Market Price" per share at any date (the "Computation Date") shall be deemed provisions with respect to be the average of the daily Closing Prices of the Common Stock for twenty (20contained in Sections 8(a) consecutive Trading Days ending the Trading Day immediately preceding the Computation Date; provided, however, that if there shall have occurred prior to the Computation Date any event described in Subsection 7(a)(i), 7(a)(ii) or 7(a)(iii) which shall have become effective with respect to market transactions at any time (the "Market-Effect Date") on or within such 20-day period, the Closing Price for each Trading Day preceding the Market-Effect Date shall be adjusted, for purposes of calculating such average, by multiplying such Closing Price by a fraction, of which (A) the numerator shall be the Exercise Price as in effect immediately prior to the Computation Date and of which (B) the denominator shall be the Exercise Price as in effect immediately prior to the Market-Effect Date, it being understood that the purpose of this proviso is to ensure that the effect of such event on the market price of the Common Stock shall, as nearly as possible, be eliminated in order that the distortion in the calculation of the Current Market Price may be minimizedabove.

Adjustment of Exercise Price. Subject to the provisions of ---------------------------- this Section 7Article III, the Exercise Price in effect from time to time shall be subject to adjustment, as follows: (ia) In case the Company shall (xi) declare a dividend or make a distribution on the outstanding shares of its Common Stock in shares of its Common Stock, (yii) subdivide or reclassify the outstanding shares of its Common Stock into a greater number of shares, or (ziii) combine or reclassify the outstanding shares of its Common Stock into a smaller number of shares, the Exercise Price in effect immediately after the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be adjusted so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (A) the numerator shall be the number of shares of Common Stock outstanding immediately before such dividend, distribution, subdivision, combination or reclassification, and of which (B) the denominator shall be the number of shares of Common Stock outstanding immediately after such dividend, distribution, subdivision, combination or reclassification. Any shares of Common Stock of the Company issuable in payment of a dividend shall be deemed to have been issued immediately prior to the record date for such dividend for purposes of calculating the number of outstanding shares of Common Stock of the Company under Section 7(a)(iiSubsections 3.l(b), 3.l(c) and 7(a)(iii3.2 (a) hereof. Such adjustment shall be made successively whether whenever any event specified above shall occur. (iib) In case the Company shall fix a record date for the issuance of rights, options, warrants or convertible or exchangeable securities to all holders of its Common Stock entitling them (for a period expiring which, by its express terms, expires within forty-five (45) days after such record date) to subscribe for or purchase shares of its Common Stock at a price per share less than the Current Market Price (as such term is defined in Section 7(a)(ivSubsection 3.1(d) hereof) of a share of Common Stock of the Company on such record date, the Exercise Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (A) the numerator shall be the number of shares of Common Stock outstanding on such record date plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the Current Market Price per share, and of which (B) the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock offered for subscription or purchase. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such rights, options, warrants or convertible or exchangeable securities are not so issued or expire unexercised, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such unissued or unexercised rights, options, warrants or convertible or exchangeable securities had not been issuable. (iiic) In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock (Ai) of shares of any class other than its Common Stock or (Bii) of evidences of its indebtedness or (Ciii) of assets (excluding cash dividends or distributions (other than extraordinary cash dividends or distributions), and dividends or distributions referred to in Subsection 7(a)(i3.1(a) hereof) or (Div) of rights, options, warrants or convertible or exchangeable securities (excluding those rights, options, warrants or convertible or exchangeable securities referred to in Section 7(a)(iiSubsection 3.1(b) hereof), then in each such case the Exercise Price in effect immediately thereafter shall be determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (x) the numerator shall be the total number of shares of Common Stock outstanding on such record date multiplied by the Current Market Price (as such term is defined in Section 7(a)(ivSubsection 3.l(d) hereof) per share on such record date, less the aggregate fair market value as determined in good faith by the Board of Directors of the Company of said shares or evidences of indebtedness or assets or rights, options, warrants or convertible or exchangeable securities so distributed, and of which (y) the denominator shall be the total number of shares of Common Stock outstanding on such record date multiplied by such Current Market Price per share. Such adjustment shall be made successively whenever such a record date is fixed; provided, however, that in no event shall the exercise price be less than zero. In the event that such distribution is not so made, or that such distribution, by its express terms, is intended to be made, and is in fact made, to all holders of Warrant Shares upon exercise of their respective Warrants, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed. (ivd) For the purpose of any computation under Section 7(a)(iiSubsection 3.1(b) or 7(a)(iii3.1(c) hereof, the "Current Market Price" per share at any date (the "Computation Date") shall be deemed to be the average of the daily Closing Prices of the Common Stock for twenty the five (205) consecutive Trading Days ending the Trading Day immediately preceding the Computation Date; provided, however, that -------- ------- if there shall have occurred prior to the Computation Date any event described in Subsection 7(a)(i3.l(a), 7(a)(ii3.l(b) or 7(a)(iii) which shall have become effective with respect to market transactions at any time (the "Market-Effect Date") on or within such 20-day period, the Closing Price for each Trading Day preceding the Market-Effect Date shall be adjusted, for purposes of calculating such average, by multiplying such Closing Price by a fraction, of which (A) the numerator shall be the Exercise Price as in effect immediately prior to the Computation Date and of which (B) the denominator shall be the Exercise Price as in effect immediately prior to the Market-Effect Date, it being understood that the purpose of this proviso is to ensure that the effect of such event on the market price of the Common Stock shall, as nearly as possible, be eliminated in order that the distortion in the calculation of the Current Market Price may be minimized.3.1

Adjustment of Exercise Price. Subject per Share and number of Warrant Shares issuable on exercise of WarrantsAdjustment of Exercise Price per Share and number of Warrant Shares issuable on exercise of Warrants. a Prior to the provisions of this Section 7Expiration Date, the Exercise Price per Share, and in effect some cases the number of Warrant Shares issuable upon exercise of each Warrant, are subject to adjustment from time to time in the manner provided in this section 12 upon the occurrence of any of the events enumerated in this section~12. b In the event that the Corporation shall be subject to adjustment, as follows: (i) In case at any time after the Company shall (x) Distribution Date: i0 declare a dividend or make a distribution on the outstanding shares any series of its Common Stock in shares of any series of its Common Stock, (y) ; ii0 subdivide or reclassify the outstanding shares of any series of its outstanding Common Stock into a greater number of shares, or (z) ; iii0 combine or reclassify the outstanding shares of any series of its outstanding Common Stock into a smaller number of shares, the Exercise Price ; iv0 pay a dividend or make a distribution on any series of its Common Stock in effect immediately after shares of any series of its Capital Stock other than Common Stock; or v0 issue by reclassification of any series of its Common Stock shares of any series of its Capital Stock; then each Warrant outstanding on the record date for such dividend or distribution or on the effective date of such subdivision, reclassification or combination or reclassification shall be adjusted so that it shall equal thereafter entitle the price determined by multiplying holder thereof to receive the Exercise Price in effect aggregate number and kind of shares, other securities and property which, if such Warrant had been exercised immediately prior thereto to such time, such holder would have owned or have become entitled to receive by a fraction, virtue of which (A) the numerator shall be the number of shares of Common Stock outstanding immediately before such dividend, distribution, subdivision, reclassification or combination or reclassificationand, and of which (B) the denominator shall be the number of shares of Common Stock outstanding immediately if after such dividend, distribution, subdivision, reclassification or combination or reclassification. Any the Warrants continue to represent the right to purchase only shares of Common Stock of the Company issuable in payment of a dividend shall be deemed to have been issued immediately prior to the record date for such dividend for purposes of calculating the number of outstanding shares of Common Stock of the Company under Section 7(a)(ii) (and 7(a)(iii) hereof. Such adjustment shall be made successively whether any event specified above shall occur. (ii) In case the Company shall fix a record date for the issuance of rights, options, warrants not other securities or convertible or exchangeable securities to all holders of its Common Stock entitling them (for a period expiring within forty-five (45) days after such record date) to subscribe for or purchase shares of its Common Stock at a price per share less than the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) of a share of Common Stock of the Company on such record dateproperty), the Exercise Price per Share shall be adjusted immediately thereafter so that it shall to be an amount equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (A) the numerator shall be the number of shares of Common Stock outstanding on such record date plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the Current Market Price per share, and of which (B) the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock offered for subscription or purchase. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such rights, options, warrants or convertible or exchangeable securities are not so issued or expire unexercised, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such unissued or unexercised rights, options, warrants or convertible or exchangeable securities had not been issuable. (iii) In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock (A) of shares of any class other than its Common Stock or (B) of evidences of its indebtedness or (C) of assets (excluding cash dividends or distributions (other than extraordinary cash dividends or distributions), and dividends or distributions referred to in Subsection 7(a)(i) hereof) or (D) of rights, options, warrants or convertible or exchangeable securities (excluding those rights, options, warrants or convertible or exchangeable securities referred to in Section 7(a)(ii) hereof), then in each such case the Exercise Price in effect immediately thereafter shall be determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (x) the numerator shall be the total number of shares of Common Stock outstanding on such record date multiplied by the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) per share on such record date, less the aggregate fair market value as determined in good faith by the Board of Directors of the Company of said shares or evidences of indebtedness or assets or rights, options, warrants or convertible or exchangeable securities so distributed, and of which (y) the denominator shall be the total number of shares of Common Stock outstanding on such record date multiplied by such Current Market Price per share. Such adjustment shall be made successively whenever such a record date is fixed. In the event that such distribution is not so made, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed. (iv) For the purpose of any computation under Section 7(a)(ii) or 7(a)(iii) hereof, the "Current Market Price" per share at any date (the "Computation Date") shall be deemed to be the average of the daily Closing Prices of the Common Stock for twenty (20) consecutive Trading Days ending the Trading Day immediately preceding the Computation Date; provided, however, that if there shall have occurred prior to the Computation Date any event described in Subsection 7(a)(i), 7(a)(ii) or 7(a)(iii) which shall have become effective with respect to market transactions at any time (the "Market-Effect Date") on or within such 20-day period, the Closing Price for each Trading Day preceding the Market-Effect Date shall be adjusted, for purposes of calculating such average, by multiplying such Closing Price by a fraction, of which (A) the numerator shall be the Exercise Price as in effect immediately prior to the Computation Date and of which (B) the denominator shall be the Exercise Price as in effect immediately prior to the Market-Effect Date, it being understood that the purpose of this proviso is to ensure that the effect of such event on the market price of the Common Stock shall, as nearly as possible, be eliminated in order that the distortion in the calculation of the Current Market Price may be minimized.product of:

Adjustment of Exercise Price. Subject to the provisions Number and Kind of this Section 7Shares or Number of Rights. The Exercise Price, the Exercise Price in effect number and kind of securities covered by each Right, and the number of Rights outstanding are subject to adjustment from time to time shall be subject to adjustment, as follows:provided in this Section 11. (i) In case the Company event that the Company, at any time after the date of this Agreement, shall (xA) declare a dividend or make a distribution on the outstanding shares of its Common Stock payable in shares of its Common Stock, (yB) subdivide or reclassify the outstanding shares of its Common Stock into a greater number of sharesStock, or (zC) combine or reclassify the outstanding shares of its Common Stock into a smaller number of shares, or (D) issue any shares of its capital stock in a reclassification of the Common Stock (including any such reclassification in connection with a share exchange or merger in which the Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a) and Section 7(e) hereof, the Exercise Price in effect immediately after at the time of the record date for such dividend or distribution or of the effective date of such subdivision, combination or reclassification reclassification, and the number and kind of shares of Common Stock or other capital stock, as the case may be, issuable on such date upon exercise of the Rights, shall be proportionately adjusted so that it the holder of any Right exercised after such time shall equal be entitled to receive, upon payment of the price determined Exercise Price then in effect, the aggregate number and kind of shares of Common Stock or other capital stock, as the case may be, which, if such Right had been exercised immediately prior to such date, such holder would have owned upon such exercise and been entitled to receive by multiplying virtue of such dividend, subdivision, combination or reclassification; provided, however, that if the record date for any such dividend, subdivision, combination or reclassification shall occur prior to the Exercisability Date, the Company shall make an appropriate adjustment to the Exercise Price in effect immediately prior thereto by a fraction, lieu of which adjusting (Aas described above) the numerator shall be the number of shares of Common Stock outstanding immediately before such dividend(or other capital stock, distributionas the case may be) issuable upon exercise of the Rights. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) hereof, subdivision, combination or reclassificationthe adjustment provided for in this Section 11(a)(i) shall be in addition to, and of which (B) the denominator shall be made prior to, any adjustment required pursuant to Section 11(a)(ii) hereof. (ii) In the event that any Person shall become an Acquiring Person, other than pursuant to any transaction set forth in Section 13(a) hereof, then, promptly following the occurrence of such event (a "Section 11(a)(ii) Event"), proper provision shall be made so that each holder of a Right (except as provided below and in Section 7(e) hereof) shall thereafter have, and proper provision shall be made so that each such holder shall have, the right to receive, upon exercise thereof at a price equal to the then current Exercise Price in accordance with the terms of this Agreement, such number of shares of Common Stock as shall equal the result obtained by (x) multiplying the then current Exercise Price by the number of tenths of one share of Common Stock for which a Right was potentially exercisable immediately prior to the first occurrence of a Section (a) (ii) Event (such that if the Right was potentially exercisable for one tenth of one share of Common Stock immediately prior to such Section 11(a)(ii) Event, the Exercise Price would be multiplied by one), and dividing that product by (y) 50% of the current market price (as determined pursuant to Section 11(d) hereof) per share of the Common Stock on the date of the first occurrence of a Section 11(a)(ii) Event (such number of shares, the "Adjustment Shares"). (iii) In the event that the number of shares of Common Stock which are authorized by the Company's Certificate of Incorporation but are not outstanding immediately and are not reserved for issuance for purposes other than upon exercise of the Rights are 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, by a vote of the majority of the Board of Directors, shall: (A) determine the excess of (1) the value of the Adjustment Shares issuable upon the exercise of a Right (the "Current Value") over (2) the Exercise Price (such excess being the "Spread"); and (B) with respect to each Right, make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Exercise Price, (1) cash, (2) a reduction in the Exercise Price, (3) other equity securities of the Company, (such other equity securities being referred to as "capital stock equivalents"), (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, such substituted items having an aggregate value equal to the Current Value, where such aggregate value has been determined by a majority of the Board of Directors after such dividendreceiving advice from a nationally recognized investment banking firm; provided, distributionhowever, subdivisionthat 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"), combination or reclassification. Any 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 (to the extent available) and then, if necessary, cash, which shares and/or cash shall have an aggregate value equal to the Spread. To the extent that the Company determines that some action need be taken pursuant to the first sentence of this Section 11(a)(iii), the Company shall provide, subject to Section 7(e) hereof, that such action shall apply uniformly to all outstanding Rights. For purposes of this Section 11(a)(iii), the value of the Company issuable in payment Common Stock shall be the current market price (as determined pursuant to Section 11(d) hereof) per share of a dividend Common Stock on the Section 11(a)(ii) Trigger Date and the value of any "common stock equivalent" shall be deemed to have been issued immediately prior to the record date for such dividend for purposes of calculating same value as the number of outstanding shares of Common Stock of the Company under Section 7(a)(ii) and 7(a)(iii) hereof. Such adjustment shall be made successively whether any event specified above shall occuron such date. (iib) In case the Company shall fix a record date for the issuance of rights, options, options or warrants or convertible or exchangeable securities to all holders of its Common Stock entitling them to subscribe for or purchase (for a period expiring within forty-five (45) calendar days after such record date) to subscribe for Common Stock (or purchase shares having the same rights, privileges and preferences as shares of its Common Stock ("equivalent common stock")) or securities convertible into Common Stock or equivalent common stock at a price per share of Common Stock or per share of equivalent common stock (or having a conversion price per share, if a security convertible into Common Stock or equivalent common stock) less than the Current Market Price current market price (as such term is defined in determined pursuant to Section 7(a)(iv11(d) hereof) of a per share of Common Stock of the Company on such record date, then the Exercise Price to be in effect after such record date shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto to such record date by a fraction, the numerator of which (A) the numerator shall be the sum of the number of shares of Common Stock outstanding on such record date plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock and/or equivalent common stock so to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at the Current Market Price per sharesuch current market price, and the denominator of which (B) the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock and/or equivalent common stock to be offered for subscription or purchasepurchase (or into which the convertible securities so to be offered are initially convertible). In case such subscription price may be paid by delivery of consideration part or all of which may be in a form other than cash, the value of such consideration shall be as determined in good faith by a majority of the Board of Directors, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Shares of Common Stock owned by or held for the account of the Company or any Subsidiary shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed. To , and in the extent event that any such rights, options, rights or warrants or convertible or exchangeable securities are not so issued or expire unexercisedissued, the Exercise Price then in effect shall be readjusted adjusted to the Exercise Price which would then be in effect if such unissued or unexercised rights, options, warrants or convertible or exchangeable securities had not been issuable. (iii) In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock (A) of shares of any class other than its Common Stock or (B) of evidences of its indebtedness or (C) of assets (excluding cash dividends or distributions (other than extraordinary cash dividends or distributions), and dividends or distributions referred to in Subsection 7(a)(i) hereof) or (D) of rights, options, warrants or convertible or exchangeable securities (excluding those rights, options, warrants or convertible or exchangeable securities referred to in Section 7(a)(ii) hereof), then in each such case the Exercise Price in effect immediately thereafter shall be determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (x) the numerator shall be the total number of shares of Common Stock outstanding on such record date multiplied by the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) per share on such record date, less the aggregate fair market value as determined in good faith by the Board of Directors of the Company of said shares or evidences of indebtedness or assets or rights, options, warrants or convertible or exchangeable securities so distributed, and of which (y) the denominator shall be the total number of shares of Common Stock outstanding on such record date multiplied by such Current Market Price per share. Such adjustment shall be made successively whenever such a record date is fixed. In the event that such distribution is not so made, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed. (ivc) In case the Company shall fix a record date for a distribution to all holders of shares of Common Stock (including any such distribution made in connection with a share exchange or merger in which the Company is the continuing corporation) of evidences of indebtedness, cash (other than a regular quarterly cash dividend out of the earnings or retained earnings of the Company), assets (other than a dividend payable in shares of Common Stock but including any dividend payable in stock other than Common Stock) or subscription rights or warrants (excluding those referred to in Section 11(b) hereof), then 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 then current market price (as determined pursuant to Section 11(d) hereof) per share of Common Stock on such record date less the fair market value (as determined in good faith by a majority of the Board of Directors, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights) of the portion of the cash, assets or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to a share of Common Stock and the denominator of which shall be such current market price (as determined pursuant to Section 11(d) hereof) per share of Common 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 be adjusted to be the Exercise Price which would have been in effect if such record date had not been fixed. (d) For the purpose of any computation under Section 7(a)(ii) or 7(a)(iii) hereofhereunder, the "Current Market Pricecurrent market price" per share at of Common Stock (or, after the occurrence of a Triggering Event, any other securities) on any date (the "Computation Date") shall be deemed to be the average of the daily Closing Prices closing prices per share of the such Common Stock or other securities for twenty the thirty (2030) consecutive Trading Days ending the Trading Day (as such term is hereinafter defined) immediately preceding the Computation Dateprior to such date; provided, however, that if there shall have occurred if, prior to the Computation Date any event described expiration of such requisite thirty Trading Day period, the issuer announces either (A) a dividend or distribution on such Common Stock (or other securities) payable in Subsection 7(a)(isuch Common Stock (or other securities) or securities convertible into such Common Stock (or other securities), 7(a)(iiother than the Rights, or (B) any subdivision, combination or 7(a)(iiireclassification of such Common Stock (or other securities), then, following the ex-dividend date for such dividend or the record date for such subdivision, as the case may be, the "current market price" shall be properly adjusted to take into account such event. The closing price for each day shall be, if the shares of Common Stock (or other securities) which shall have become effective are listed and admitted to trading on a national securities exchange, as reported in the principal consolidated transaction reporting system with respect to market transactions at securities listed on the principal national securities exchange on which such shares are listed or admitted to trading or, if such shares of Common Stock (or other securities) are not listed or admitted to trading on any time national securities exchange, the last quoted sales price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported on The Nasdaq Stock Market's National Market (the "Nasdaq National Market-Effect Date") or such other system then in use, or, if on or within any such 20-day perioddate such shares are not quoted by any such organization, the Closing Price for each Trading Day preceding average of the Market-Effect Date closing bid and asked prices as furnished by a professional market maker making a market in the shares of Common Stock (or other securities) selected by a majority of the Board of Directors. If on any such date no market maker is making a market in such shares, the fair value of such shares on such date as determined in good faith by a majority of the Board of Directors, shall be adjustedused. The term "Trading Day" shall mean a Business Day or, if such shares are listed or admitted to trading on any national securities exchange, a day on which the principal national securities exchange on which such shares are listed or admitted to trading is open for purposes the transaction of calculating such average, by multiplying such Closing Price by a fraction, of which (A) the numerator shall be the Exercise Price as in effect immediately prior to the Computation Date and of which (B) the denominator shall be the Exercise Price as in effect immediately prior to the Market-Effect Date, it being understood that the purpose of this proviso is to ensure that the effect of such event on the market price of the Common Stock shall, as nearly as possible, be eliminated in order that the distortion in the calculation of the Current Market Price may be minimizedbusiness.

Adjustment of Exercise Price. Subject to the provisions of this Section 7---------------------------- Article 4, the Exercise Price in effect from time to time and the number of shares of Common Stock issuable upon exercise of the Warrants shall be subject to adjustment, as follows: (i) 4.1.1 In case the Company shall at any time after the date hereof (xi) declare a dividend or make a distribution on the outstanding shares of its Common Stock payable in shares of any class of its Common Stockcapital stock, (yii) subdivide or reclassify the outstanding shares of its Common Stock into a greater larger number of shares, or (ziii) combine or reclassify the outstanding shares of its 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 immediately after effect, and the number of shares of Common Stock issuable upon exercise of the Warrants outstanding, at the time of the record date for such dividend or distribution or of the effective date of such subdivision, combination or reclassification reclassification, shall be proportionately adjusted so that the holders of the Warrants after such time shall be entitled to receive the aggregate number and kind of 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 successively whenever any event listed above shall occur. 4.1.2 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 payable 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 each case, the Exercise Price shall be adjusted so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (A) the numerator shall be the number of shares of Common Stock outstanding immediately before such dividend, distribution, subdivision, combination or reclassification, and of which (B) the denominator shall be the number of shares of Common Stock outstanding immediately after such dividend, distribution, subdivision, combination or reclassification. Any shares of Common Stock of the Company issuable in payment of a dividend shall be deemed to have been issued immediately prior to the record date for the determination of shareholders entitled to receive such dividend for purposes distribution by a fraction, the numerator of calculating the number of outstanding shares of Common Stock of the Company under Section 7(a)(ii) and 7(a)(iii) hereof. Such adjustment which shall be made successively whether any event specified above shall occur. (ii) In case the Company shall fix a record date for the issuance of rights, options, warrants or convertible or exchangeable securities to all holders of its Common Stock entitling them (for a period expiring within forty-five (45) days after such record date) to subscribe for or purchase shares of its Common Stock at a price per share less than the Current Market Price (as such term is defined in determined pursuant to Section 7(a)(iv) 4.2 hereof) of a per share of Common Stock of the Company on such record date, the Exercise Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (A) the numerator shall be the number of shares of Common Stock outstanding on such record date plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the Current Market Price per share, and of which (B) the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock offered for subscription or purchase. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such rights, options, warrants or convertible or exchangeable securities are not so issued or expire unexercised, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such unissued or unexercised rights, options, warrants or convertible or exchangeable securities had not been issuable. (iii) In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock (A) of shares of any class other than its Common Stock or (B) of evidences of its indebtedness or (C) of assets (excluding cash dividends or distributions (other than extraordinary cash dividends or distributions), and dividends or distributions referred to in Subsection 7(a)(i) hereof) or (D) of rights, options, warrants or convertible or exchangeable securities (excluding those rights, options, warrants or convertible or exchangeable securities referred to in Section 7(a)(ii) hereof), then in each such case the Exercise Price in effect immediately thereafter shall be determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (x) the numerator shall be the total number of shares of Common Stock outstanding on such record date multiplied by the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) per share on such record date, less the aggregate fair market value (as determined in good faith by the Board of Directors of the Company Company, whose determination shall be conclusive for all purposes) of said shares or 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 so distributedsecurities, or the amount of such cash, applicable to one share, and the denominator of which (y) the denominator shall be the total number of shares of Common Stock outstanding on such record date multiplied by such Current Market Price per shareshare of Common Stock. Such adjustment shall be made successively whenever such a record date is fixed. In become effective at the event that such distribution is not so made, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if close of business on such record date had not been fixeddate. (iv) For the purpose of any computation under Section 7(a)(ii) or 7(a)(iii) hereof, the "Current Market Price" per share at any date (the "Computation Date") shall be deemed to be the average of the daily Closing Prices of the Common Stock for twenty (20) consecutive Trading Days ending the Trading Day immediately preceding the Computation Date; provided, however, that if there shall have occurred prior to the Computation Date any event described in Subsection 7(a)(i), 7(a)(ii) or 7(a)(iii) which shall have become effective with respect to market transactions at any time (the "Market-Effect Date") on or within such 20-day period, the Closing Price for each Trading Day preceding the Market-Effect Date shall be adjusted, for purposes of calculating such average, by multiplying such Closing Price by a fraction, of which (A) the numerator shall be the Exercise Price as in effect immediately prior to the Computation Date and of which (B) the denominator shall be the Exercise Price as in effect immediately prior to the Market-Effect Date, it being understood that the purpose of this proviso is to ensure that the effect of such event on the market price of the Common Stock shall, as nearly as possible, be eliminated in order that the distortion in the calculation of the Current Market Price may be minimized.

Adjustment of Exercise Price. Subject to the provisions of this Section 7, the The Exercise Price in effect from time to time shall be subject to adjustment, as follows: (ia) In case the Company shall (xi) declare a dividend or make a distribution on the outstanding shares of its Common Stock capital stock that is payable in shares of its Common Stock, (yii) subdivide subdivide, split or reclassify the outstanding shares of its Common Stock into a greater number of shares, or (ziii) combine or reclassify the outstanding shares of its Common Stock into a smaller number of shares, the Exercise Price in effect immediately after the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be adjusted so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, the numerator of which (A) the numerator shall be the number of shares of Common Stock outstanding immediately before such dividend, distribution, split, subdivision, combination or reclassification, and the denominator of which (B) the denominator shall be the number of shares of Common Stock outstanding immediately after such dividend, distribution, split, subdivision, combination or reclassification. Any shares of Common Stock of the Company issuable in payment of a dividend shall be deemed to have been issued immediately prior to the record date for such dividend for purposes of calculating the number of outstanding shares of Common Stock of the Company under this Section 7(a)(ii) and 7(a)(iii) hereof6. Such adjustment shall be made successively whether any upon the occurrence of each event specified above shall occurabove. (iib) In case the Company shall fix fixes a record date for the issuance to holders of its Common Stock of rights, options, warrants or convertible or exchangeable securities to all generally entitling such holders of its Common Stock entitling them (for a period expiring within forty-five (45) days after such record date) to subscribe for or purchase shares of its Common Stock at a price per share less than the Current Market Price (as such term is defined in Section 7(a)(ivSubsection 6.1(d) hereof) of a per share of Common Stock of the Company on such record date, the Exercise Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, the numerator of which (A) the numerator shall be the number of shares of Common Stock outstanding on such record date plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the Current Market Price per share, and the denominator of which (B) the denominator shall be the number of shares of Common Stock outstanding on such record date Record Date plus the number of additional shares of Common Stock offered for subscription or purchase. Such adjustment shall be made successively on each date whenever such a record date is fixed. To the extent that any such rights, options, warrants or convertible or exchangeable securities are not so issued or expire unexercised, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such unissued or unexercised rights, options, warrants or convertible or exchangeable securities had not been issuable. (iiic) In case the Company shall fix fixes a record date for the making of a distribution to all holders of shares of its Common Stock of (Ai) of shares of any class of capital stock other than its Common Stock or (Bii) of evidences of its indebtedness or (Ciii) of assets (excluding cash dividends or distributions (other than extraordinary cash dividends or distributions), and dividends or distributions referred to in Subsection 7(a)(i6.1(a) hereof) or (Div) of rights, options, warrants or convertible or exchangeable securities (excluding those rights, options, warrants or convertible or exchangeable securities referred to in Section 7(a)(iiSubsection 6.1(b) hereof), then in each such case the Exercise Price in effect immediately thereafter shall be determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (x) the numerator shall be the total number of shares of Common Stock outstanding on such record date multiplied by the Current Market Price (as such term is defined in Section 7(a)(ivSubsection 6.1(d) hereof) per share on such record date, less the aggregate fair market value as determined in good faith by the Board of Directors of the Company of said shares or evidences of indebtedness or assets or rights, options, warrants or convertible or exchangeable securities so distributed, and of which (y) the denominator shall be the total number of shares of Common Stock outstanding on such record date multiplied by such Current Market market Price per share. Such adjustment shall be made successively whenever each time such a record date is fixed. In the event that such distribution is not so made, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed. (ivd) For the purpose of any computation under Section 7(a)(iiSubsection 6.1(a), 6.1(b) or 7(a)(iii6.1(c) hereof, the "“Current Market Price" ” per share at any date (the "“Computation Date"”) shall be deemed to be the average of the daily Closing Prices of the Common Stock for Current Market Value over twenty (20) consecutive Trading Days trading days ending the Trading Day immediately preceding the Computation Datetrading day before such date; provided, however, that if there shall have occurred upon the occurrence, prior to the Computation Date Date, of any event described in Subsection 7(a)(iSubsections 6.1(a), 7(a)(ii6.1(b) or 7(a)(iii6.1(c) which shall have become effective with respect to market transactions at any time (the "“Market-Effect Date"”) on or within after the beginning of such 20-day period, the Closing Price Current Market Value for each Trading Day trading day preceding the Market-Effect Date shall be adjusted, for purposes of calculating such average, by multiplying such Closing Price closing price by a fraction, fraction the numerator of which (A) the numerator shall be is the Exercise Price as in effect immediately prior to after the Computation Market-Effect Date and the denominator of which (B) the denominator shall be is the Exercise Price as in effect immediately prior to the Market-Effect Date, it being understood that the purpose of this proviso is to ensure that the effect of such event on the market price of the Common Stock shall, as nearly as possible, be eliminated in order that the distortion in the calculation of the Current Market Price may be minimized. (e) All calculations under this Section 6.1 shall be made to the nearest cent.

Adjustment of Exercise Price. Subject to the provisions of this Section 7, the Exercise Price in effect from time to time shall be subject to adjustment, as follows: (i) In case If the Company shall (xissue or sell, or is, in accordance with Sections 12(b)(1) declare a dividend through 12(b)(6), deemed to have issued or make a distribution on the outstanding sold, any shares of its Common any class of capital stock of the Company (“Capital Stock”) without consideration (which shall include any issuance of Capital Stock that triggers the antidilution adjustments of the securities listed in shares Section 12(a)(i) except as set forth in that Section) or for a consideration per share less than the Current Market Price of its Common Stocksuch Capital Stock immediately prior to the time of such issue or sale, then and in each such case (ya “Trigger Issuance”) subdivide or reclassify the outstanding shares of its Common Stock into a greater number of shares, or (z) combine or reclassify the outstanding shares of its Common Stock into a smaller number of shares, the then-existing Exercise Price in effect immediately after the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be adjusted so that it shall equal the price determined reduced by multiplying the Exercise Price in effect immediately prior thereto by to such Trigger Issuance by: (i) if such Capital Stock is Common Stock, a fraction, fraction the numerator of which (A) the numerator shall be is the number of shares of Common Stock outstanding immediately before prior to such dividendTrigger Issuance plus the number of shares of Common Stock which could be purchased at the Current Market Price per share of Common Stock on the date of such Trigger Issuance with the aggregate consideration (based on the fair market value thereof as determined by the Board of Directors, distribution, subdivision, combination whose determination shall be conclusive and described in a certificate delivered to each Holder) received or reclassificationreceivable by the Company in connection with such Trigger Issuance (the “Aggregate Consideration”), and the denominator of which (B) the denominator shall be is the number of shares of Common Stock outstanding immediately after prior to such dividend, distribution, subdivision, combination or reclassification. Any Trigger Issuance plus the number of shares of Common Stock of the Company issuable in payment of a dividend shall to be deemed to have been so issued immediately prior to the record date for such dividend for purposes of calculating the number of outstanding shares of Common Stock of the Company under Section 7(a)(ii) and 7(a)(iii) hereof. Such adjustment shall be made successively whether any event specified above shall occur.or sold; or (ii) In case if such Capital Stock is other than Common Stock, a fraction the Company shall fix a record date for the issuance numerator of rights, options, warrants or convertible or exchangeable securities to all holders of its Common Stock entitling them (for a period expiring within forty-five (45) days after such record date) to subscribe for or purchase shares of its Common Stock at a price per share less than which is the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) of a per share of Common Stock of the Company on such record date, the Exercise Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which to such Trigger Issuance minus an amount equal to (A) the numerator shall sum of (1) the Current Market Price per share of such Capital Stock multiplied by the number of shares of such Capital Stock to be so issued minus (2) the Aggregate Consideration, divided by (B) the number of shares of Common Stock outstanding on immediately prior to such record date plus Trigger Issuance, and the number denominator of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at is the Current Market Price per shareshare of Common Stock immediately prior to such Trigger Issue. For purposes of this Section 12 and for the avoidance of doubt, if the Company issues any shares of Capital Stock that trigger the antidilution protection provisions of the securities listed in Section 12(a)(i), then such issuance will be deemed to have been done without consideration (as that term is used in the first sentence of Section 12(b)) such that the Aggregate Consideration attributable to that issuance will be zero ($0) and the Exercise Price of which the Warrants will be adjusted as contemplated by this Section 12(b). For purposes of this Section 12, a Trigger Issue shall be deemed to occur upon the earliest of (A) the date the Company enters into a firm contract for the issuance or sale of the Capital Stock, (B) the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock offered for subscription or purchase. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such rights, options, warrants or convertible or exchangeable securities are not so issued or expire unexercised, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such unissued or unexercised rights, options, warrants or convertible or exchangeable securities had not been issuable. (iii) In case the Company shall fix a record date for the making determination of a distribution stockholders entitled to all holders of shares of its Common receive any such Capital Stock (A) of shares of any class other than its Common Stock or (B) of evidences of its indebtedness or (C) the date of assets (excluding cash dividends actual issuance or distributions (other than extraordinary cash dividends or distributions), and dividends or distributions referred to in Subsection 7(a)(i) hereof) or (D) of rights, options, warrants or convertible or exchangeable securities (excluding those rights, options, warrants or convertible or exchangeable securities referred to in Section 7(a)(ii) hereof), then in each such case the Exercise Price in effect immediately thereafter shall be determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (x) the numerator shall be the total number of shares of Common Stock outstanding on such record date multiplied by the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) per share on such record date, less the aggregate fair market value as determined in good faith by the Board of Directors of the Company of said shares or evidences of indebtedness or assets or rights, options, warrants or convertible or exchangeable securities so distributed, and of which (y) the denominator shall be the total number of shares of Common Stock outstanding on such record date multiplied by such Current Market Price per share. Such adjustment shall be made successively whenever such a record date is fixed. In the event that such distribution is not so made, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed. (iv) For the purpose of any computation under Section 7(a)(ii) or 7(a)(iii) hereof, the "Current Market Price" per share at any date (the "Computation Date") shall be deemed to be the average of the daily Closing Prices of the Common Stock for twenty (20) consecutive Trading Days ending the Trading Day immediately preceding the Computation Date; provided, however, that if there shall have occurred prior to the Computation Date any event described in Subsection 7(a)(i), 7(a)(ii) or 7(a)(iii) which shall have become effective with respect to market transactions at any time (the "Market-Effect Date") on or within such 20-day period, the Closing Price for each Trading Day preceding the Market-Effect Date shall be adjusted, for purposes of calculating such average, by multiplying such Closing Price by a fraction, of which (A) the numerator shall be the Exercise Price as in effect immediately prior to the Computation Date and of which (B) the denominator shall be the Exercise Price as in effect immediately prior to the Market-Effect Date, it being understood that the purpose of this proviso is to ensure that the effect sale of such event on the market price of the Common Stock shall, as nearly as possible, be eliminated Capital Stock. Any references to a different date or dates in order that the distortion in the calculation of the Current Market Price may be minimizedSections 12(b)(1) to (6) below are for convenience only and this provision shall control over any such other reference.

Adjustment of Exercise Price. Subject The Exercise Price and number of ----------------------------- Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as set forth in this Section 3. 1. Upon each adjustment of the Exercise Price pursuant to Section 3.1(a) or (b), the Holder shall thereafter prior to the provisions Expiration Date be entitled to purchase, at the Exercise Price resulting from such adjustment, the number of this Section 7, Warrant Shares obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares issuable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. (a) If the Company, at any time to time shall be subject to adjustmentwhile this Warrant is outstanding, as follows: (i) In case shall pay a stock dividend (except scheduled dividends paid on preferred stock outstanding or issuable upon conversion of outstanding debt securities as of the Company shall (xdate hereof which contain a stated dividend rate) declare a dividend or otherwise make a distribution or distributions on the outstanding shares of its Common Stock or on any other class of capital stock and not the Common Stock) payable in shares of its Common Stock, (yii) subdivide or reclassify the outstanding shares of its Common Stock into a greater larger number of shares, or (ziii) combine or reclassify the outstanding shares of its Common Stock into a smaller number of shares, the Exercise Price in effect immediately after the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification prior thereto shall be adjusted so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto multiplied by a fraction, fraction of which (A) the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such dividend, distribution, subdivision, combination or reclassification, event and of which (B) the denominator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding after such event. Any adjustment made pursuant to this Section shall become effective immediately after such dividend, distribution, subdivision, combination or reclassification. Any shares of Common Stock of the Company issuable in payment of a dividend shall be deemed to have been issued immediately prior to the record date for the determination of stockholders entitled to receive such dividend for purposes or distribution and shall become effective immediately after the effective date in the case of calculating a subdivision or combination, and shall apply to successive subdivisions and combinations. (b) In case of any reclassification of the number Common Stock, any consolidation or merger of outstanding the Company with or into another person, the sale or transfer of all or substantially all of the assets of the Company or any compulsory share exchange pursuant to which the Common Stock is converted into other securities, cash or property, then the Holder shall have the right thereafter to exercise this Warrant only into the shares of stock and other securities and property receivable upon or deemed to be held by holders of Common Stock following such reclassification, consolidation, merger, sale, transfer or share exchange, and the Holder shall be entitled upon such event to receive such amount of securities or property equal to the amount thereof that would have been paid or distributed in respect of the Company under Warrant Shares such Holder would have received had such Holder exercised this Warrant immediately prior to such reclassification, consolidation, merger, sale, transfer or share exchange. The terms of any such consolidation, merger, sale, transfer or share exchange shall include such terms so as to continue to give to the Holder the right to receive the securities or property set forth in this Section 7(a)(ii) and 7(a)(iii) hereof. Such adjustment shall be made successively whether 3.1 upon any event specified above shall occurexercise following any such reclassification, consolidation, merger, sale, transfer or share exchange. (iic) In case If the Company shall fix a record Company, during the twelve (12) months after the date for the of issuance of rights, options, warrants this Warrant shall issue securities other than Excluded Securities in a capital raising transaction without consideration or convertible or exchangeable securities to all holders of its Common Stock entitling them (for a period expiring within forty-five (45) days after such record date) to subscribe for or purchase shares of its Common Stock at a price per share less than the Current Market Conversion Price (as such term is defined in Section 7(a)(iv) hereof) the Certificate of a share of Common Stock Designations of the Company on such record date, the Exercise Price shall be adjusted immediately thereafter so Series C Preferred) that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (A) the numerator shall be the number of shares of Common Stock outstanding on such record date plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the Current Market Price per share, and of which (B) the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock offered for subscription or purchase. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such rights, options, warrants or convertible or exchangeable securities are not so issued or expire unexercised, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such unissued or unexercised rights, options, warrants or convertible or exchangeable securities had not been issuable. (iii) In case the Company shall fix a record date for of issuance were the making date of a distribution to all holders effectiveness of shares of its Common Stock (A) of shares of any class other than its Common Stock or (B) of evidences of its indebtedness or (C) of assets (excluding cash dividends or distributions (other than extraordinary cash dividends or distributions), and dividends or distributions referred to in Subsection 7(a)(i) hereof) or (D) of rights, options, warrants or convertible or exchangeable securities (excluding those rights, options, warrants or convertible or exchangeable securities referred to in Section 7(a)(ii) hereof)the Registration Statement, then in each such case the Exercise Price in effect immediately thereafter Price, except as herein provided, shall be lowered so as to be equal to an amount determined by multiplying the Exercise Price in effect immediately prior thereto by a following fraction, of which : (x[(X * P) the numerator shall be the total number of shares of Common Stock outstanding on such record date multiplied by the Current Market Price + D] / (as such term is defined in Section 7(a)(ivX + N)) hereof) per share on such record date, less the aggregate fair market value as determined in good faith by the Board of Directors of the Company of said shares or evidences of indebtedness or assets or rights, options, warrants or convertible or exchangeable securities so distributed, and of which (y) the denominator shall be the total number of shares of Common Stock outstanding on such record date multiplied by such Current Market Price per share. Such adjustment shall be made successively whenever such a record date is fixed. In the event that such distribution is not so made, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed. (iv) For the purpose of any computation under Section 7(a)(ii) or 7(a)(iii) hereof, the "Current Market Price" per share at any date (the "Computation Date") shall be deemed to be the average of the daily Closing Prices of the Common Stock for twenty (20) consecutive Trading Days ending the Trading Day immediately preceding the Computation Date; provided, however, that if there shall have occurred prior to the Computation Date any event described in Subsection 7(a)(i), 7(a)(ii) or 7(a)(iii) which shall have become effective with respect to market transactions at any time (the "Market-Effect Date") on or within such 20-day period, the Closing Price for each Trading Day preceding the Market-Effect Date shall be adjusted, for purposes of calculating such average, by multiplying such Closing Price by a fraction, of which (A) the numerator shall be the Exercise Price as in effect immediately prior to the Computation Date and of which (B) the denominator shall be the Exercise Price as in effect immediately prior to the Market-Effect Date, it being understood that the purpose of this proviso is to ensure that the effect of such event on the market price of the Common Stock shall, as nearly as possible, be eliminated in order that the distortion in the calculation of the Current Market Price may be minimized.+ $0.61 Where:

Adjustment of Exercise Price. Subject (a) If, at any time prior to the provisions of this Section 7Expiry Time, the Exercise Price in effect from time to time shall be subject to adjustment, as followsCorporation shall: (i) In case the Company shall (x) declare a dividend or make a distribution on subdivide the outstanding shares of its Common Stock in shares of its Common Stock, (y) subdivide or reclassify the outstanding shares of its Common Stock Shares into a greater number of shares, or ; (zii) combine or reclassify consolidate the outstanding shares of its Common Stock Shares into a smaller lesser number of shares; or (iii) make a distribution (other than a distribution referred to in subsections 4(b) or 4(c) of this Warrant Certificate) to the holders of all or substantially all of the Common Shares payable in Common Shares or securities exchangeable for or convertible into Common Shares; (any such event being herein called a "Common Share Reorganization"), then the Exercise Price in effect shall be adjusted, effective immediately after the effective date or record date at which holders of Common Shares are determined for such dividend or distribution or the effective date purposes of such subdivisionthe Common Share Reorganization, combination or reclassification shall be adjusted so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto to such effective date or record date by a fraction, fraction of which (A) which: A. the numerator shall be the number of shares of Common Stock Shares outstanding immediately on such effective date or record date before giving effect to such dividend, distribution, subdivision, combination or reclassification, and of which (B) Common Share Reorganization; and B. the denominator shall be the number of shares of Common Stock Shares outstanding immediately after giving effect to such dividendCommon Shares Reorganization, distributionincluding, subdivisionwithout limitation, combination or reclassification. Any shares of Common Stock of in the Company issuable in payment case of a dividend shall be deemed to have been issued immediately prior to the record date distribution of securities exchangeable for such dividend for purposes of calculating or convertible into Common Shares, the number of Common Shares that would have been outstanding shares of if such securities had been exchanged for or converted into Common Stock Shares on such date. To the extent that any adjustment in the Exercise Price occurs pursuant to this subsection (a) as a result of the Company under Section 7(a)(ii) and 7(a)(iii) hereof. Such adjustment shall be made successively whether any event specified above shall occur. (ii) In case fixing by the Company shall fix Corporation of a record date for the issuance distribution of rights, options, warrants securities exchangeable for or convertible or exchangeable securities to all holders of its into Common Stock entitling them (for a period expiring within forty-five (45) days after such record date) to subscribe for or purchase shares of its Common Stock at a price per share less than the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) of a share of Common Stock of the Company on such record dateShares, the Exercise Price shall be adjusted readjusted immediately thereafter so that it shall equal after the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, expiration of which (A) the numerator shall be the number of shares of Common Stock outstanding on such record date plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the Current Market Price per share, and of which (B) the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock offered for subscription any relevant exchange or purchase. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such rights, options, warrants or convertible or exchangeable securities are not so issued or expire unexercised, the Exercise Price then in effect shall be readjusted conversion right to the Exercise Price which would then be in effect if based upon the number of Common Shares actually issued and remaining issuable pursuant to such unissued or unexercised rights, options, warrants exchangeable or convertible or exchangeable securities had not been issuableafter such expiration. (iiib) In case If, at any time prior to the Company Expiry Time, the Corporation shall fix a record date for the making of a distribution issue to all the holders of shares all or substantially all of its the Common Stock (A) of shares of any class other than its Common Stock or (B) of evidences of its indebtedness or (C) of assets (excluding cash dividends or distributions (other than extraordinary cash dividends or distributions), and dividends or distributions referred to in Subsection 7(a)(i) hereof) or (D) Shares of rights, optionsoptions or warrants under which such holders are entitled, warrants during a period expiring not more than 45 days after the record date for such issue (which period is herein called the "Rights Period"), to subscribe for or purchase Common Shares or securities exchangeable for or convertible or into Common Shares at a price per share to the holder (or, in the case of securities exchangeable securities (excluding those rights, options, warrants for or convertible into Common Shares, at an exchange or exchangeable securities referred to in Section 7(a)(iiconversion price per share) hereofof less than 95% of the Current Market Price of the Common Shares on such record date (any such event being herein called a "Rights Offering"), then in each such case the Exercise Price in effect immediately thereafter shall be adjusted, effective immediately after the record date, to a price determined by multiplying the Exercise Price in effect immediately prior thereto on such date by a fraction, fraction of which which: (xi) the numerator shall be the total aggregate of: A. the number of shares Common Shares outstanding on the record date for the Rights Offering; and B. the number determined by dividing: (I) either (x) the product of the number of Common Stock outstanding on such record date multiplied by Shares offered for issue during the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) per share on such record date, less the aggregate fair market value as determined in good faith by the Board of Directors Rights Period upon exercise of the Company of said shares or evidences of indebtedness or assets or rights, options, warrants or convertible or exchangeable securities so distributed, options under the Rights Offering and of the price at which such Common Shares are offered; or (y) the denominator shall be the total number of shares of Common Stock outstanding on such record date multiplied by such Current Market Price per share. Such adjustment shall be made successively whenever such a record date is fixed. In the event that such distribution is not so made, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed. (iv) For the purpose of any computation under Section 7(a)(ii) or 7(a)(iii) hereof, the "Current Market Price" per share at any date (the "Computation Date") shall be deemed to be the average product of the daily Closing Prices of the Common Stock for twenty (20) consecutive Trading Days ending the Trading Day immediately preceding the Computation Date; provided, however, that if there shall have occurred prior to the Computation Date any event described in Subsection 7(a)(i), 7(a)(ii) exchange or 7(a)(iii) which shall have become effective with respect to market transactions at any time (the "Market-Effect Date") on or within such 20-day period, the Closing Price for each Trading Day preceding the Market-Effect Date shall be adjusted, for purposes of calculating such average, by multiplying such Closing Price by a fraction, of which (A) the numerator shall be the Exercise Price as in effect immediately prior to the Computation Date and of which (B) the denominator shall be the Exercise Price as in effect immediately prior to the Market-Effect Date, it being understood that the purpose of this proviso is to ensure that the effect of such event on the market conversion price of the securities so offered and the number of Common Stock shallShares for or into which the securities so offered pursuant to the Rights Offering are exchangeable or convertible; as the case may be, as nearly as possible, be eliminated in order that the distortion in the calculation of the Current Market Price may be minimized.by;

Adjustment of Exercise Price. Subject to the provisions of this Section 7NUMBER OF SHARES OR NUMBER OF RIGHTS. The Exercise Price, the Exercise Price in effect number and kind of shares or other property covered by each Right and the number of Rights outstanding are subject to adjustment from time to time shall be subject to adjustment, as follows:provided in this Section 11. (i) In case If the Company shall at any time after the date of this Agreement (xA) declare pay a dividend or make a distribution on the outstanding shares of its Common Preferred Stock payable in shares of its Common Preferred Stock, (yB) subdivide or reclassify the outstanding shares of its Common Preferred Stock into a greater number of shares, or (zC) combine or reclassify the outstanding shares of its Common Preferred Stock into a smaller number of sharesshares or (D) issue any shares of its capital stock in a reclassification of the Preferred Stock (including any such reclassification in connection with a consolidation or merger involving the Company), the Exercise Purchase Price in effect immediately after prior to the record date for such dividend or distribution or of the effective date of such subdivision, combination or reclassification reclassification, and the number and kind of shares of Preferred Stock or other capital stock issuable on such date shall be proportionately adjusted so that it each holder of a Right shall (except as otherwise provided herein, including Section 7(d)) thereafter be entitled to receive, upon exercise thereof at the Purchase Price in effect immediately prior to such date, the aggregate number and kind of shares of Preferred Stock or other capital stock, as the case may be, which, if such Right had been exercised immediately prior to such date and at a time when the applicable transfer books of the Company were open, such holder would have been entitled to receive upon such exercise and by virtue of such dividend, subdivision, combination or reclassification. If an event occurs which requires an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii). (ii) In the event a Triggering Event shall have occurred, then promptly following such Triggering Event each holder of a Right, except as provided in Section hereof, shall thereafter have the right to receive for each Right, upon exercise thereof in accordance with the terms of this Agreement and payment of the Exercise Price in effect immediately prior to the occurrence of the Triggering Event, in lieu of a number of one-hundredths of a Preferred Share, such number of Common Shares of the Company as shall equal the price determined result obtained by multiplying the Exercise Price in effect immediately prior thereto to the occurrence of the Triggering Event by the number of one-hundredths of a fractionPreferred Share for which a Right was exercisable (or would have been exercisable if the Distribution Date had occurred) immediately prior to the first occurrence of a Triggering Event, and dividing that product by 50% of the Current Per Share Market Price for Common Shares on the date of occurrence of the Triggering Event; provided, however, that the Exercise Price and the number of Common Shares of the Company so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof to reflect any events occurring in respect of the Common Shares of the Company after the occurrence of the Triggering Event. Notwithstanding the foregoing provisions of this Section 11(a)(ii), the right to buy Common Shares of the Company pursuant to Section 11(a)(ii) hereof shall not arise as a result of any Person becoming an Acquiring Person through an acquisition of Common Shares pursuant to a Permitted Offer. (iii) In lieu of issuing Common Shares in accordance with Section hereof, the Company may, if a majority of the Continuing Directors then in office determines that such action is necessary or appropriate and not contrary to the interest of holders of Rights and, in the event that the number of Common Shares 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 are not sufficient to permit the exercise in full of the Rights, or if any necessary regulatory approval for such issuance has not been obtained by the Company, the Company shall: (A) determine the numerator excess of (1) the value of the Common Shares issuable upon the exercise of a Right (the "CURRENT VALUE") over (2) the Exercise Price (such excess, the "SPREAD") and (B) with respect to each Right, make adequate provision to substitute for such Common Shares, upon exercise of the Rights, (1) cash, (2) a reduction in the Exercise Price, (3) other equity securities of the Company (including, without limitation, shares or units of shares of any series of preferred stock which a majority of the Continuing Directors then in office has deemed to have the same value as Common Shares (such shares or units of shares of preferred stock are herein called "COMMON STOCK EQUIVALENTS")), except to the extent that the Company has not obtained any necessary stockholder or regulatory approval for such issuance, (4) debt securities of the Company, except to the extent that the Company has not obtained any necessary stockholder or regulatory approval for such issuance, (5) other assets or (6) any combination of the foregoing, having an aggregate value equal to the Current Value, where such aggregate value has been determined by a majority of the Continuing Directors then in office based upon the advice of a nationally recognized investment banking firm selected by a majority of the Continuing Directors then in office; provided, however, 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 Triggering 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)(li)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, Common Shares (to the extent available), except to the extent that the Company has not obtained any necessary stockholder or regulatory approval for such issuance, and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If a majority of the Continuing Directors then in office shall determine in good faith that it is likely that sufficient additional Common Shares could be authorized for issuance upon exercise in full of the Rights or that any necessary regulatory approval for such issuance will be obtained, the thirty (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 or take action to obtain such regulatory approval (such period, as it may be extended, 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, to take any action to obtain any required regulatory approval 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, as well as 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 Shares shall be the number Current Per Share Market Price of shares the Common Shares on the Section 11(a)(ii) Trigger Date and the value of any Common Stock outstanding immediately before such dividend, distribution, subdivision, combination or reclassification, and of which (B) the denominator shall be the number of shares of Common Stock outstanding immediately after such dividend, distribution, subdivision, combination or reclassification. Any shares of Common Stock of the Company issuable in payment of a dividend Equivalent shall be deemed to have been issued immediately prior to the record date for same value as the Common Shares on such dividend for purposes of calculating the number of outstanding shares of Common Stock of the Company under Section 7(a)(ii) and 7(a)(iii) hereof. Such adjustment shall be made successively whether any event specified above shall occurdate. (iib) In case the Company shall shall, at any time after the date of this Agreement, fix a record date for the issuance of rights, options, options or warrants or convertible or exchangeable securities to all holders of its Common Stock Preferred Shares entitling them such holders (for a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase shares of its Common Stock Preferred Shares or Equivalent Shares or securities convertible into Preferred Shares or Equivalent Shares at a price per share (or having a conversion price per share, if a security convertible into Preferred Shares or Equivalent Shares) less than the then Current Per Share Market Price (as such term is defined in Section 7(a)(iv) hereof) of a share of Common Stock of the Company Preferred Shares or Equivalent Shares on such record date, then, in each such case, the Exercise Price to be in effect after such record date shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto to such record date by a fraction, the numerator of which (A) the numerator shall be the number of shares of Common Stock Preferred Shares and Equivalent Shares (if any) outstanding on such record date date, plus the number of shares of Common Stock Preferred Shares or Equivalent Shares, as the case may be, which the aggregate offering price of the total number of shares Preferred Shares or Equivalent Shares, as the case may be, to be offered or issued (and/or the aggregate initial conversion price of Common Stock so the convertible securities to be offered or issued) would purchase at the Current Market Price per sharesuch current market price, and the denominator of which (B) the denominator shall be the number of shares of Common Stock Preferred Shares and Equivalent Shares (if any) outstanding on such record date date, plus the number of additional shares of Common Stock Preferred Shares or Equivalent Shares, as the case may be, to be offered for subscription or purchasepurchase (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 one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one 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 as determined in good faith by a majority of the Continuing Directors then in office, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Shares and Equivalent Shares owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed. To , and in the extent event that any such rights, options, options or warrants or convertible or exchangeable securities are not so issued or expire unexercisedissued, the Exercise Price then in effect shall be readjusted adjusted to the Exercise Price which would then be in effect if such unissued or unexercised rights, options, warrants or convertible or exchangeable securities had not been issuable. (iii) In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock (A) of shares of any class other than its Common Stock or (B) of evidences of its indebtedness or (C) of assets (excluding cash dividends or distributions (other than extraordinary cash dividends or distributions), and dividends or distributions referred to in Subsection 7(a)(i) hereof) or (D) of rights, options, warrants or convertible or exchangeable securities (excluding those rights, options, warrants or convertible or exchangeable securities referred to in Section 7(a)(ii) hereof), then in each such case the Exercise Price in effect immediately thereafter shall be determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (x) the numerator shall be the total number of shares of Common Stock outstanding on such record date multiplied by the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) per share on such record date, less the aggregate fair market value as determined in good faith by the Board of Directors of the Company of said shares or evidences of indebtedness or assets or rights, options, warrants or convertible or exchangeable securities so distributed, and of which (y) the denominator shall be the total number of shares of Common Stock outstanding on such record date multiplied by such Current Market Price per share. Such adjustment shall be made successively whenever such a record date is fixed. In the event that such distribution is not so made, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed. (ivc) For In case the purpose Company shall, at any time after the date of this Agreement, fix a record date for the making of a distribution to all holders of the Preferred Shares or of any computation under Section 7(a)(iiclass or series of Equivalent Shares (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 or assets (other than a regular quarterly cash dividend, if any, or a dividend payable in Preferred Shares) or 7(a)(iii) hereofsubscription rights, options or warrants (excluding those referred to in Section 11(b)), then, in each such case, the "Current Market Price" per share at any Exercise Price to be in effect after such record date (the "Computation Date") shall be deemed determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the Current Per Share Market Price of a Preferred Share or an Equivalent Share on such record date, less the fair market value per Preferred Share or Equivalent Share (as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent) of the portion of the cash, assets or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to a Preferred Share or Equivalent Share, as the average case may be, and the denominator of the daily Closing Prices which shall be such Current Per Share Market Price of the Common Stock for twenty (20) consecutive Trading Days ending the Trading Day immediately preceding the Computation Datea Preferred Share or Equivalent Share on such record date; provided, however, that if there in no event shall have occurred prior the consideration to be paid upon the Computation Date any exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. Such adjustments shall be made successively whenever such a record date is fixed, and in the event described in Subsection 7(a)(i), 7(a)(ii) or 7(a)(iii) which shall have become effective with respect to market transactions at any time (the "Market-Effect Date") on or within that such 20-day perioddistribution is not so made, the Closing Exercise Price for each Trading Day preceding the Market-Effect Date shall be adjusted, for purposes of calculating such average, by multiplying such Closing Price by a fraction, of which (A) the numerator shall adjusted to be the Exercise Price as which would have been in effect immediately prior if such record date had not been fixed. (d) Anything herein to the Computation Date contrary notwithstanding, no adjustment in the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Exercise Price; provided, however, that any adjustments which by reason of this Section 11(d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 11 shall be made to the nearest cent or to the nearest ten-thousandth of a Common Share or other share or one hundred-thousandth of a Preferred Share, as the case may be. Notwithstanding the first sentence of this Section 11(d), any adjustment required by this Section 11 shall be made no later than the earlier of (i) three (3) years from the date of the transaction which requires such adjustment or (Bii) the denominator Expiration Date. (e) If as a result of an adjustment made pursuant to Section 11(a) or 13(a)(i) hereof, the holder of any Right thereafter exercised shall become entitled to receive any shares of capital stock other than Preferred Shares, thereafter the number of such other shares so receivable upon exercise of any Right and, if required, the Exercise Price thereof, shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Preferred Shares contained in Sections(11)(a), 11(b), 11(c), 11(d), 11(g), 11(h), 11(i), 11(j), 11(k) and 11(l), and the provisions of Sections 7, 9, 10, 13 and 14 with respect to the Preferred Shares shall apply on like terms to any such other shares. (f) All Rights originally issued by the Company subsequent to any adjustment made to the Exercise Price hereunder shall evidence the right to purchase, at the adjusted Exercise Price, the number of one-hundredths of a Preferred Share purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (g) Unless the Company shall have exercised its election as provided in Section 11(h), upon each adjustment of the Exercise Price as in effect immediately prior to the Market-Effect Date, it being understood that the purpose of this proviso is to ensure that the effect of such event on the market price a result of the Common Stock shall, as nearly as possible, be eliminated calculations made in order that the distortion in the calculation of the Current Market Price may be minimized.Sections 11(b)

Adjustment of Exercise Price. Subject to the provisions of this Section 7Article III, the Exercise Price in effect from time to time shall be subject to adjustment, as follows: (ia) In case the event that the Company shall (xi) declare a dividend or make a distribution on the outstanding shares of its Common Stock Shares in shares of its additional Common StockShares, (yii) subdivide or reclassify the outstanding shares of its Common Stock Shares into a greater number of shares, or (ziii) combine or reclassify the outstanding shares of its Common Stock Shares into a smaller fewer number of shares, the Exercise Price in effect immediately shall be adjusted and determined after the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be adjusted so that it shall equal reclassification, as the price determined by multiplying case may be, as follows: each of the Basic Exercise Price and the Cap Amount in effect immediately prior thereto shall be multiplied by a fraction, of which (A) the numerator shall be the number of shares of Common Stock Shares outstanding immediately before such dividend, distribution, subdivision, combination or reclassification, and of which (B) the denominator shall be the number of shares of Common Stock Shares outstanding immediately after such dividend, distribution, subdivision, combination or reclassification. Any shares of Common Stock of the Company Shares issuable in payment of a dividend shall be deemed to have been issued immediately prior to the record date for such dividend for purposes the purpose of calculating the number of outstanding shares of Common Stock of the Company Shares under Section 7(a)(ii) and 7(a)(iii) hereofthis Section. Such adjustment adjustments shall be made successively whether whenever any event specified above shall occur. (iib) In case the Company shall fix a record date for the issuance Upon each adjustment of rights, options, warrants or convertible or exchangeable securities to all holders of its Common Stock entitling them (for a period expiring within forty-five (45) days after such record date) to subscribe for or purchase shares of its Common Stock at a price per share less than the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) of a share of Common Stock of the Company on such record date, the Exercise Price pursuant to subsection (a), each Warrant shall be adjusted immediately thereafter so thereupon evidence the right to purchase that it shall equal number of Warrant Shares (calculated to the price determined nearest hundredth of a share) obtained by multiplying the Exercise Price in effect number of Warrant Shares purchasable immediately prior thereto to such adjustment upon exercise of the Warrant by a fraction, of which (A) the numerator shall be the number of shares of Common Stock Shares outstanding on such record date plus immediately after the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the Current Market Price per sharedividend, distribution, subdivision, combination or reclassification, and of which (B) the denominator shall be the number of Common Shares outstanding immediately prior such dividend, distribution, subdivision, combination or reclassification. (c) In the event of any capital reorganization, other than in the cases referred to in subsection (a), or the consolidation or merger of the Company with or into another corporation (other than a merger or consolidation in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding Common Shares or the conversion of such outstanding Common Shares into shares of Common Stock outstanding on other stock or other securities or property), or the sale or conveyance of the property of the Company as an entirety or substantially as an entirety (collectively such record date plus actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of additional shares of Common Stock offered for subscription or purchase. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such rights, options, warrants or convertible or exchangeable securities are not so issued or expire unexercised, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such unissued or unexercised rights, options, warrants or convertible or exchangeable securities had not been issuable. (iii) In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock (A) of shares of any class other than its Common Stock or (B) of evidences of its indebtedness or (C) of assets (excluding cash dividends or distributions (other than extraordinary cash dividends or distributions), and dividends or distributions referred to in Subsection 7(a)(i) hereof) or (D) of rights, options, warrants or convertible or exchangeable securities (excluding those rights, options, warrants or convertible or exchangeable securities referred to in Section 7(a)(ii) hereof), then in each such case the Exercise Price in effect immediately thereafter shall be determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (xWarrant Shares theretofore deliverable) the numerator shall be the total number of shares of Common Stock outstanding on stock or other securities or property to which a holder of the number of Warrant Shares which would otherwise have been deliverable upon the exercise of such record date multiplied by Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full immediately prior to such Reorganization. In the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) per share on such record dateevent of any Reorganization, less the aggregate fair market value appropriate adjustment, as determined in good faith by the Company's Board of Directors of the Company of said shares or evidences of indebtedness or assets or rightsDirectors, options, warrants or convertible or exchangeable securities so distributed, and of which (y) the denominator shall be the total number of shares of Common Stock outstanding on such record date multiplied by such Current Market Price per share. Such adjustment shall be made successively whenever such a record date is fixed. In in the event that such distribution is not so made, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed. (iv) For the purpose of any computation under Section 7(a)(ii) or 7(a)(iii) hereof, the "Current Market Price" per share at any date (the "Computation Date") shall be deemed to be the average application of the daily Closing Prices of the Common Stock for twenty (20) consecutive Trading Days ending the Trading Day immediately preceding the Computation Date; provided, however, that if there shall have occurred prior to the Computation Date any event described in Subsection 7(a)(i), 7(a)(ii) or 7(a)(iii) which shall have become effective provisions herein set forth with respect to market transactions at any time (the "Market-Effect Date") on or within such 20-day period, the Closing Price for each Trading Day preceding the Market-Effect Date shall be adjusted, for purposes rights and interests of calculating such average, by multiplying such Closing Price by a fraction, of which (A) the numerator shall be the Exercise Price as in effect immediately prior to the Computation Date and of which (B) the denominator shall be the Exercise Price as in effect immediately prior to the Market-Effect Date, it being understood Holders so that the purpose of this proviso is to ensure that the effect of such event on the market price of the Common Stock shallprovisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be eliminated made by and set forth in order that a supplemental agreement prepared by the distortion Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, unless upon or prior to the consummation thereof the successor corporation, or if the Company shall be the surviving corporation in any such Reorganization and is not the calculation issuer of the Current Market Price may shares of stock or other securities or property to be minimizeddelivered to holders of Common Shares outstanding at the effective time thereof, then such issuer, shall assume by written instrument the obligation to deliver to the Holder of any Warrant Certificate such shares of stock, securities, cash or other property as such holder shall be entitled to purchase in accordance with the foregoing provisions.

Adjustment of Exercise Price. Subject to the provisions of this Section 7Article III, the Exercise Price in effect from time to time shall be subject to adjustment, as follows: (ia) In case the Company shall (xi) declare a dividend or make a distribution on the outstanding Outstanding shares of its Common Stock in shares of its Common Stock, (yii) subdivide or reclassify the outstanding Outstanding shares of its Common Stock into a greater number of shares, or (ziii) combine or reclassify the outstanding Outstanding shares of its Common Stock into a smaller number of shares, the Exercise Price in effect immediately after the record date for such dividend or distribution or the effective date of such subdivision, reclassification or combination or reclassification shall be proportionately adjusted so that it shall equal the price determined by multiplying the then Exercise Price in effect immediately prior thereto by a fraction, the numerator of which (A) the numerator shall be the number of shares of Common Stock outstanding Outstanding immediately before prior to such dividend, distribution, subdivision, combination or reclassification, event and the denominator of which (B) the denominator shall be the number of shares of Common Stock outstanding Outstanding immediately after such dividendevent, distribution, subdivision, combination or reclassificationand the product so obtained shall thereafter be the Exercise Price then in effect. Any shares Shares of Common Stock owned by or held for the account of the Company issuable in payment of a dividend or any majority-owned subsidiary shall not be deemed to have been issued immediately prior to outstanding for the record date for purpose of any such dividend for purposes of calculating the number of outstanding shares of Common Stock of the Company under Section 7(a)(ii) and 7(a)(iii) hereofcomputation. Such adjustment shall be made successively whether whenever any event specified above shall occur. (iib) In case the Company shall fix a record date for the issuance of rights, options, rights or warrants or convertible or exchangeable securities to all holders of its Common Stock entitling them (for a period expiring within forty-five (45) days after such record date) to subscribe for or purchase shares of its Common Stock at a price per share less than the Current Market Price (as such term is defined in Section 7(a)(ivSubsection 3.1(d) hereofbelow) of a share of Common Stock of the Company on such record date, other than the issuance of any Warrants pursuant to the Settlement Agreement, the Exercise Price in effect immediately after such record date shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (A) the numerator shall be the number of shares of Common Stock outstanding Outstanding on such record date plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of such Common Stock so offered would purchase at the Current Market Price per share, and of which (B) the denominator shall be the number of shares of Common Stock outstanding Outstanding on such record date plus the number of additional shares of Common Stock offered for subscription or purchase. In case such subscription price may be paid, in whole or in part, in a form other than cash, the value of such consideration shall be determined in good faith by the Company, subject to the provisions of Section 3.7. Shares of Common Stock owned by or held for the account of the Company or any majority-owned subsidiary shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such rights, options, rights or warrants or convertible or exchangeable securities are not so issued or expire unexercised, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such unissued or unexercised rights, options, warrants or convertible or exchangeable securities record date had not been issuablefixed for such unissued or expired unexercised rights or warrants. (iiic) In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock (Aincluding any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) (i) of shares of any class other than its Common Stock or (Bii) of evidences of its indebtedness or (Ciii) of assets (excluding cash dividends or distributions (other than extraordinary cash dividends or distributions), and dividends or distributions referred to in Subsection 7(a)(i3.1(a) hereofabove) or (Div) of rights, options, rights or warrants or convertible or exchangeable to acquire securities of the Company (excluding those rights, options, rights or warrants or convertible or exchangeable securities referred to in Section 7(a)(iiSubsection 3.1(b) hereofabove), then in each such case the Exercise Price in effect immediately thereafter shall be determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (x) the numerator shall be the total number of shares Current Market Price per share of Common Stock outstanding on such record date multiplied by the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) per share on such record date, less the aggregate fair market value per share (as determined in good faith by the Board Company, subject to the provisions of Directors of the Company Section 3.7) of said shares or evidences of indebtedness or assets or rights, options, rights or warrants or convertible or exchangeable securities so distributed, and of which (y) the denominator shall be the total number of shares of Common Stock outstanding on such record date multiplied by such Current Market Price per shareshare of Common Stock. Such adjustment shall be made successively whenever such a record date is fixed. In the event that If such distribution is not so made, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed. (iv) For the purpose of any computation under Section 7(a)(ii) or 7(a)(iii) hereof, the "Current Market Price" per share at any date (the "Computation Date") shall be deemed to be the average of the daily Closing Prices of the Common Stock for twenty (20) consecutive Trading Days ending the Trading Day immediately preceding the Computation Date; provided, however, that if there shall have occurred prior to the Computation Date any event described in Subsection 7(a)(i), 7(a)(ii) or 7(a)(iii) which shall have become effective with respect to market transactions at any time (the "Market-Effect Date") on or within such 20-day period, the Closing Price for each Trading Day preceding the Market-Effect Date shall be adjusted, for purposes of calculating such average, by multiplying such Closing Price by a fraction, of which (A) the numerator shall be the Exercise Price as in effect immediately prior to the Computation Date and of which (B) the denominator shall be the Exercise Price as in effect immediately prior to the Market-Effect Date, it being understood that the purpose of this proviso is to ensure that the effect of such event on the market price of the Common Stock shall, as nearly as possible, be eliminated in order that the distortion in the calculation of the Current Market Price may be minimized.

Adjustment of Exercise Price. Subject The Exercise Price and number of ----------------------------- Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as set forth in this Section 3. 1. Upon each such adjustment of the Exercise Price pursuant to this Section 3.1, the Holder shall thereafter prior to the provisions Expiration Date be entitled to purchase, at the Exercise Price resulting from such adjustment, the number of this Section 7, Warrant Shares obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares issuable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. (a) If the Company, at any time to time shall be subject to adjustmentwhile this Warrant is outstanding, as follows: (i) In case shall pay a stock dividend (except scheduled dividends paid on outstanding preferred stock as of the Company shall (xdate hereof which contain a stated dividend rate) declare a dividend or otherwise make a distribution or distributions on the outstanding shares of its Common Stock or on any other class of capital stock and not the Common Stock) payable in shares of its Common Stock, (yii) subdivide or reclassify the outstanding shares of its Common Stock into a greater larger number of shares, or (ziii) combine or reclassify the outstanding shares of its Common Stock into a smaller number of shares, the Exercise Price in effect immediately after the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification prior thereto shall be adjusted so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto multiplied by a fraction, fraction of which (A) the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such dividend, distribution, subdivision, combination or reclassification, event and of which (B) the denominator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding after such event. Any adjustment made pursuant to this Section shall become effective immediately after such dividend, distribution, subdivision, combination or reclassification. Any shares of Common Stock of the Company issuable in payment of a dividend shall be deemed to have been issued immediately prior to the record date for the determination of stockholders entitled to receive such dividend for purposes or distribution and shall become effective immediately after the effective date in the case of calculating a subdivision or combination, and shall apply to successive subdivisions and combinations. (b) In case of any reclassification of the number Common Stock, any consolidation or merger of outstanding the Company with or into another person, the sale or transfer of all or substantially all of the assets of the Company or any compulsory share exchange pursuant to which the Common Stock is converted into other securities, cash or property, then the Holder shall have the right thereafter to exercise this Warrant only into the shares of stock and other securities and property receivable upon or deemed to be held by holders of Common Stock following such reclassification, consolidation, merger, sale, transfer or share exchange, and the Holder shall be entitled upon such event to receive such amount of securities or property equal to the amount thereof that would have been paid or distributed in respect of the Company under Warrant Shares such Holder would have received had such Holder exercised this Warrant immediately prior to such reclassification, consolidation, merger, sale, transfer or share exchange. The terms of any such consolidation, merger, sale, transfer or share exchange shall include such terms so as to continue to give to the Holder the right to receive the securities or property set forth in this Section 7(a)(ii) and 7(a)(iii) hereof. Such adjustment shall be made successively whether 3.1 upon any event specified above shall occurexercise following any such reclassification, consolidation, merger, sale, transfer or share exchange. (ii) In case the Company shall fix a record date for the issuance of rights, options, warrants or convertible or exchangeable securities to all holders of its Common Stock entitling them (for a period expiring within forty-five (45) days after such record date) to subscribe for or purchase shares of its Common Stock at a price per share less than the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) of a share of Common Stock of the Company on such record date, the Exercise Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (A) the numerator shall be the number of shares of Common Stock outstanding on such record date plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the Current Market Price per share, and of which (B) the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock offered for subscription or purchase. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such rights, options, warrants or convertible or exchangeable securities are not so issued or expire unexercised, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such unissued or unexercised rights, options, warrants or convertible or exchangeable securities had not been issuable. (iii) In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock (A) of shares of any class other than its Common Stock or (B) of evidences of its indebtedness or (C) of assets (excluding cash dividends or distributions (other than extraordinary cash dividends or distributions), and dividends or distributions referred to in Subsection 7(a)(i) hereof) or (D) of rights, options, warrants or convertible or exchangeable securities (excluding those rights, options, warrants or convertible or exchangeable securities referred to in Section 7(a)(ii) hereof), then in each such case the Exercise Price in effect immediately thereafter shall be determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (x) the numerator shall be the total number of shares of Common Stock outstanding on such record date multiplied by the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) per share on such record date, less the aggregate fair market value as determined in good faith by the Board of Directors of the Company of said shares or evidences of indebtedness or assets or rights, options, warrants or convertible or exchangeable securities so distributed, and of which (y) the denominator shall be the total number of shares of Common Stock outstanding on such record date multiplied by such Current Market Price per share. Such adjustment shall be made successively whenever such a record date is fixed. In the event that such distribution is not so made, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed. (ivc) For the purpose purposes of any computation under this Section 7(a)(ii) or 7(a)(iii) hereof3.1, the "Current Market Price" per share at any date (the "Computation Date") following clauses shall also be deemed to be the average of the daily Closing Prices of the Common Stock for twenty (20) consecutive Trading Days ending the Trading Day immediately preceding the Computation Date; provided, however, that if there shall have occurred prior to the Computation Date any event described in Subsection 7(a)(i), 7(a)(ii) or 7(a)(iii) which shall have become effective with respect to market transactions at any time (the "Market-Effect Date") on or within such 20-day period, the Closing Price for each Trading Day preceding the Market-Effect Date shall be adjusted, for purposes of calculating such average, by multiplying such Closing Price by a fraction, of which (A) the numerator shall be the Exercise Price as in effect immediately prior to the Computation Date and of which (B) the denominator shall be the Exercise Price as in effect immediately prior to the Market-Effect Date, it being understood that the purpose of this proviso is to ensure that the effect of such event on the market price of the Common Stock shall, as nearly as possible, be eliminated in order that the distortion in the calculation of the Current Market Price may be minimized.applicable:

Adjustment of Exercise Price. Subject to the provisions of this Section 75.1 If, the Exercise Price in effect from at any time to time shall be subject to adjustment, as follows: (i) In case the Company shall (x) declare a dividend or make a distribution on the outstanding shares of its Common Stock in shares of its Common Stock, (y) subdivide or reclassify the outstanding shares of its Common Stock into a greater number of shares, or (z) combine or reclassify the outstanding shares of its Common Stock into a smaller number of shares, the Exercise Price in effect immediately after the record date for such dividend or distribution or the effective date of such subdivisionhereof, combination or reclassification shall be adjusted so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (A) the numerator shall be the number of shares of Common Stock outstanding immediately before 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 fixed for the determination of holders of Common Stock entitled to receive such stock dividend, distributionsubdivision or split-up, subdivision, combination or reclassification, and of which (B) the denominator Exercise Price in effect at such time shall be decreased and the aggregate number of Warrant Shares issuable upon exercise of this Warrant as of such record date shall be increased in proportion to such increase in outstanding shares. 5.2 If, at any time after the date hereof, the number of shares of Common Stock outstanding immediately after such dividend, distribution, subdivision, is decreased by a combination or reclassification. Any of the outstanding shares of Common Stock of the Company issuable in payment of a dividend shall be deemed to have been issued immediately prior to Stock, then, following the record date for such dividend for purposes of calculating the number of outstanding shares of Common Stock of the Company under Section 7(a)(ii) and 7(a)(iii) hereof. Such adjustment shall be made successively whether any event specified above shall occur. (ii) In case the Company shall fix a record date for the issuance of rightscombination, options, warrants or convertible or exchangeable securities to all holders of its Common Stock entitling them (for a period expiring within forty-five (45) days after such record date) to subscribe for or purchase shares of its Common Stock at a price per share less than the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) of a share of Common Stock of the Company on such record date, the Exercise Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (A) the numerator at such time shall be increased and the aggregate number of Warrant Shares issuable upon exercise of this Warrant as of such record date shall be decreased in proportion to such decrease in outstanding shares. 5.3 If, at any time after the date hereof, any capital reorganization, or any reclassification of the capital stock of the Corporation (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) shall be consummated, then this Warrant shall be exercisable after such reorganization or reclassification into the kind and number of shares of stock or other securities or property of the Corporation to which the holder of the number of shares of Common Stock outstanding on (immediately prior to the time of such record date plus the number reorganization or reclassification) issuable upon exercise of shares this Warrant would have been entitled upon such reorganization or reclassification. The provisions of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the Current Market Price per share, and of which (B) the denominator this subdivision 5 shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock offered for subscription similarly apply to successive reorganizations or purchase. Such reclassifications. 5.4 Upon any adjustment shall be made successively whenever such a record date is fixed. To the extent that any such rights, options, warrants or convertible or exchangeable securities are not so issued or expire unexercised, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such unissued or unexercised rightshereunder, options, warrants or convertible or exchangeable securities had not been issuable. (iii) In case the Company shall fix a record date for number of Warrant Shares purchasable upon the making exercise of a distribution to all holders of shares of its Common Stock (A) of shares of any class other than its Common Stock or (B) of evidences of its indebtedness or (C) of assets (excluding cash dividends or distributions (other than extraordinary cash dividends or distributions), and dividends or distributions referred to in Subsection 7(a)(i) hereof) or (D) of rights, options, warrants or convertible or exchangeable securities (excluding those rights, options, warrants or convertible or exchangeable securities referred to in Section 7(a)(ii) hereof), then in each such case the Exercise Price in effect immediately thereafter this Warrant shall be determined adjusted to the number obtained by multiplying dividing (i) an amount equal to the Exercise Price in effect immediately prior thereto by a fraction, product of which (x) the numerator shall be the total number of shares of Common Stock outstanding on Warrant Shares purchasable hereunder immediately prior to such record date adjustment multiplied by the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) per share on such record date, less the aggregate fair market value as determined in good faith by the Board of Directors of the Company of said shares or evidences of indebtedness or assets or rights, options, warrants or convertible or exchangeable securities so distributed, and of which (y) the denominator shall be Exercise Price immediately prior to such adjustment, by (ii) the total number of shares of Common Stock outstanding on Exercise Price immediately after such record date multiplied by such Current Market Price per share. Such adjustment adjustment. 5.5 All calculations under this Section 5 shall be made successively whenever such a record date is fixed. In the event that such distribution is not so made, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed. nearest one-thousandth of a cent (iv) For the purpose of any computation under Section 7(a)(ii$.001) or 7(a)(iii) hereof, the "Current Market Price" per share at any date (the "Computation Date") shall be deemed to be the average of the daily Closing Prices of the Common Stock for twenty (20) consecutive Trading Days ending the Trading Day immediately preceding the Computation Date; provided, however, that if there shall have occurred prior to the Computation Date any event described in Subsection 7(a)(i), 7(a)(ii) or 7(a)(iii) which shall have become effective with respect to market transactions at any time (the "Marketnearest one-Effect Date") on or within such 20-day period, the Closing Price for each Trading Day preceding the Market-Effect Date shall be adjusted, for purposes thousandth of calculating such average, by multiplying such Closing Price by a fraction, of which (A) the numerator shall be the Exercise Price as in effect immediately prior to the Computation Date and of which (B) the denominator shall be the Exercise Price as in effect immediately prior to the Market-Effect Date, it being understood that the purpose of this proviso is to ensure that the effect of such event on the market price of the Common Stock shallshare, as nearly as possible, be eliminated in order that the distortion in the calculation of the Current Market Price case may be minimizedbe.

Adjustment of Exercise Price. Subject to the provisions of this Section 7NUMBER OF SHARES OR NUMBER OF WARRANTS. The Exercise Price, the Exercise Price in effect number and kind of securities purchasable upon the exercise of each Warrant and the number of Warrants outstanding shall be subject to adjustment from time to time shall be subject to adjustment, as follows:upon the happening of the events enumerated in this Section 10. (ia) In case the Company shall at any time after the date of this Agreement (xi) declare pay a dividend in Common Shares (except dividends on Common Shares payable at the option of the holder in cash or in Common Shares) or make a distribution on in Common Shares (or securities exchangeable for or convertible into Common Shares) to holders of all or substantially all of its outstanding Common Shares, (ii) subdivide the outstanding shares of its Common Stock in shares of its Common StockShares, (yiii) subdivide or reclassify combine the outstanding shares of its Common Stock into a greater number of shares, or (z) combine or reclassify the outstanding shares of its Common Stock Shares into a smaller number of sharesCommon Shares or (iv) issue by reclassification of its Common Shares other securities of the Company (including any such reclassification in connection with an amalgamation, consolidation or merger in which the Company is the continuing corporation), the Exercise Price in effect Price, the number and the kind of shares purchasable upon exercise of each Warrant immediately prior thereto shall be adjusted so that the holder of each Warrant shall be entitled to receive the kind and number of Common Shares or other securities of the Company which he would have owned or have been entitled to, had he exercised immediately prior to the earlier of the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph 10(a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. Such adjustment shall be made successively whenever any event listed above shall occur. (b) In case the Company shall issue rights, options or warrants to all or substantially all of the holders of its outstanding Common Shares, entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase Common Shares (or securities exchangeable for or convertible into Common Shares) at a price per Common Share (or having an exchange or conversion price per Common Share, with respect to a security exchangeable for or convertible into Common Shares) which is less than 95% of the current Market Price per Common Share (as defined in paragraph (d) below) on the record date for such dividend or distribution or event, then the effective date of such subdivision, combination or reclassification Exercise Price shall be adjusted so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto to such record date by a fraction, of which (A) the numerator shall be the number of shares of Common Stock outstanding immediately before such dividend, distribution, subdivision, combination or reclassification, and of which (B) the denominator shall be the number of shares of Common Stock outstanding immediately after such dividend, distribution, subdivision, combination or reclassification. Any shares of Common Stock of the Company issuable in payment of a dividend shall be deemed to have been issued immediately prior to the record date for such dividend for purposes of calculating the number of outstanding shares of Common Stock of the Company under Section 7(a)(ii) and 7(a)(iii) hereof. Such adjustment shall be made successively whether any event specified above shall occur. (ii) In case the Company shall fix a record date for the issuance of rights, options, warrants or convertible or exchangeable securities to all holders of its Common Stock entitling them (for a period expiring within forty-five (45) days after such record date) to subscribe for or purchase shares of its Common Stock at a price per share less than the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) of a share of Common Stock of the Company on such record date, the Exercise Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (A) the numerator shall be the number of shares of Common Stock Shares outstanding on such record date plus the number of shares of Common Stock Shares which the aggregate offering price of the total number of shares Common Shares so to be offered (or the aggregate initial exchange or conversion price of Common Stock the exchangeable or convertible securities so offered to be offered) would purchase at the Current such current Market Price per share, and of which (B) the denominator shall be the number of shares of Common Stock Shares outstanding on such record date plus the number of additional shares of Common Stock Shares to be offered for subscription or purchasepurchase (or into which the exchangeable or convertible securities so to be offered are initially exchangeable or convertible). Such adjustment shall be made successively whenever become effective at the close of business on such a record date is fixed. To date; however, to the extent that any such rights, options, warrants Common Shares (or securities exchangeable for or convertible or exchangeable securities into Common Shares) are not so issued delivered after the expiration of such rights or expire unexercisedwarrants, the Exercise Price then in effect shall be readjusted (but only with respect to Warrants exercised after such expiration) to the Exercise Price which would then be in effect if had the adjustments made upon the issuance of such unissued rights or unexercised rights, options, warrants been made upon the basis of delivery of only the number of Common Shares (or securities exchangeable for or convertible into Common Shares) actually issued. In case any subscription price may by paid in a consideration part or exchangeable securities had all of which shall be in a form other than cash, the value of such consideration shall be as determined by the Board of Directors of the Company and shall be described in a statement filed with the Warrant Agent. Common Shares owned by or held for the account of the Company shall not been issuablebe deemed outstanding for the purpose of any such computation. (iiic) In case the Company shall fix a record date for the making of a distribution distribute to all or substantially all of the holders of shares of its Common Stock Shares (Aincluding any such distribution made in connection with an amalgamation, consolidation or merger in which the Company is the surviving corporation) evidences of its indebtedness or assets (other than cash dividends or distributions and dividends payable in Common Shares described in paragraph (a) above and dividends on Common Shares payable at the option of the holder in cash or Common Shares) or shares of the Company of any class other than its Common Stock Shares (or (B) of evidences of its indebtedness securities exchangeable for or (C) of assets (excluding cash dividends or distributions (other than extraordinary cash dividends or distributions), and dividends or distributions referred to in Subsection 7(a)(i) hereofconvertible into Common Shares) or (D) of rights, options, options or warrants or exchangeable or convertible securities containing the right to subscribe for or exchangeable securities purchase Common Shares (excluding those rights, options, warrants or convertible or exchangeable securities referred to expiring within 45 days after the record date mentioned in Section 7(a)(ii(b) hereofabove), then in each such case the Exercise Price in effect immediately thereafter shall be determined adjusted by multiplying the Exercise Price in effect immediately prior thereto to the record date for the determination of shareholders entitled to receive such distribution by a fraction, of which (x) the numerator shall be the total number of shares of Common Stock outstanding on such record date multiplied by the Current current Market Price per Common Share (as such term is defined in subsection (d) of this Section 7(a)(iv10) hereof) per share on such record date, less the aggregate fair market value (as determined in good faith by the Board of Directors of the Company Company, whose determination shall be conclusive, and described in a statement filed with each of said shares or the Warrant Agents) of the portion of the evidences of indebtedness or assets or rights, options, shares so to be distributed or of such subscription rights or warrants or convertible or exchangeable securities so distributed, applicable to one Common Share and of which (y) the denominator shall be the total number of shares of Common Stock outstanding on such record date multiplied by such Current current Market Price per shareCommon Share. Such adjustment shall be made successively whenever such a record date is fixed. In the event that any such distribution is not so made, made and shall become effective on the Exercise Price then in effect shall be readjusted date of distribution retroactive to the Exercise Price which would then be in effect if such record date had not been fixedfor the determination of shareholders entitled to receive such distribution. (ivd) For the purpose of any computation under Section 7(a)(iiparagraphs (b) or 7(a)(iiiand (c) hereofof this Section, the "Current current Market Price" Price per share Common Share at any date (the "Computation Date") shall be deemed to be (i) the average of the daily Closing Prices closing prices on the principal national securities exchange on which the Common Shares are traded for the 15 consecutive trading days commencing 20 trading days before the day in question or (ii) if the Common Shares are not traded on a national securities exchange, the average of the Common Stock mean between the bid and asked prices in the United States over-the-counter market, as reported by the National Association of Securities Dealers Automated Quotation System (NASDAQ), or if not so quoted, then by The National Quotation Bureau, Inc., or an equivalent generally accepted reporting service, for twenty the 15 consecutive trading days commencing 20 trading days before the day in question. The closing price referred to in clauses (20i) consecutive Trading Days ending and (ii) above shall be the Trading Day immediately preceding last reported sale price or, in case no reported sale takes place on such day, the Computation Dateaverage of the reported closing bid and asked prices on the applicable quotation medium. (e) No adjustment in the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least one percent or more of the Exercise Price; provided, however, that if there any adjustments which by reason of this paragraph (e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 10 shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. (f) Unless the Company shall have occurred prior to the Computation Date any event described exercised its election as provided in Subsection 7(a)(i)paragraph (g) of this Section 10, 7(a)(ii) or 7(a)(iii) which shall have become effective with respect to market transactions at any time (the "Market-Effect Date") on or within such 20-day period, the Closing Price for upon each Trading Day preceding the Market-Effect Date shall be adjusted, for purposes adjustment of calculating such average, by multiplying such Closing Price by a fraction, of which (A) the numerator shall be the Exercise Price as a result of the calculations made in effect immediately paragraphs (a), (b) or (c) of this Section 10, each Warrant outstanding prior to the Computation Date making of the adjustment in the Exercise Price shall thereafter evidence the right to purchase, at the adjusted Exercise Price, that number of Common Shares (calculated to the nearest hundredth) obtained by (a) multiplying the number of Common Shares purchasable upon exercise of a Warrant prior to adjustment of the number of Common Shares by the Exercise Price in effect prior to adjustment of the Exercise Price and of which (B) dividing the denominator shall be product so obtained by the Exercise Price as in effect immediately after such adjustment of the Exercise Price. (g) The Company may elect on or after the date of any adjustment of the Exercise Price to adjust the number of Warrants, in substitution for any adjustment in the number of Common Shares purchasable upon the exercise of a Warrant as provided in paragraph (f) of this Section 10. Each of the Warrants outstanding after such adjustment of the number of Warrants shall be exercisable for one Common Share. Each Warrant held of record prior to such adjustment of the number of Warrants shall become that number of Warrants (calculated to the nearest hundredth) obtained by dividing the Exercise Price in effect prior to adjustment of the Exercise Price by the Exercise Price in effect after adjustment of the Exercise Price. The Company shall send to each Warrantholder an announcement of its election to adjust the number of Warrants indicating the record date for the adjustment and, if known at the time, the amount of the adjustment to be made. This record date may be the date on which the Exercise Price is adjusted or any day thereafter, but shall be at least 10 days later than the date such announcement is sent to the Warrantholders. Upon each adjustment of the number of Warrants pursuant to this paragraph (g), the Company shall, as promptly as practicable, cause to be distributed to holders of record of Warrant Certificates on such record date Warrant Certificates evidencing, subject to Section 13, the additional Warrants to which such holders shall be entitled as a result of such adjustment or, at the option of the Company, shall cause to be distributed to such holders of record in substitution and replacement for the Warrant Certificates held by such holders prior to the Market-Effect Datedate of adjustment, it being understood that and upon surrender thereof, if required by the purpose Company, new Warrant Certificates evidencing all the Warrants to which such holder shall be entitled after such adjustment. Warrant Certificates so to be distributed shall be issued, executed and countersigned in the manner specified in Section 3 (but may bear, at the option of this proviso is to ensure that the effect Company, the adjusted Exercise Price) and shall be registered in the names of such event the holders of record of Warrant Certificates on the market price record date specified in the announcement sent to Warrantholders. (h) In case of any capital reorganization of the Company, or of any reclassification of the Common Stock Shares (other than a reclassification of the Common Shares referred to in subsection (a) of this Section 10), or in case of the amalgamation or consolidation of the Company with or the merger of the Company into any other corporation (other than a reclassification of the Common Shares referred to in subsection (a) of this Section 10) or of the sale of the properties and assets of the Company as, or substantially as, an entirety to any other corporation or entity, each Warrant shall, after such capital reorganization, reclassification of Common Shares, consolidation, amalgamation, merger or sale, be exercisable, upon the terms and conditions specified in this Agreement, for the number of shares or other securities, assets or cash to which a holder of the number of Common Shares purchasable (at the time of such capital reorganization, reclassification of Common Shares, consolidation, amalgamation, merger or sale) upon exercise of such Warrant would have been entitled upon such capital reorganization, reclassification of Common Shares, consolidation, amalgamation, merger or sale; and in any such case, if necessary, the provisions set forth in this Section 10 with respect to the rights and interests thereafter of the holders of the Warrants shall be appropriately adjusted so as to be applicable, as nearly as possiblemay reasonably be, to any shares or other securities, assets or cash thereafter deliverable on the exercise of the Warrants. The subdivision or combination of Common Shares at any time outstanding into a greater or lesser number of shares shall not be eliminated deemed to be a reclassification of the Common Shares for the purposes of this paragraph. The Company shall not effect any such consolidation, amalgamation, merger or sale, unless prior to or simultaneously with the consummation thereof the successor corporation or entity (if other than the Company) resulting from such consolidation, amalgamation or merger or the corporation or entity purchasing such assets or other appropriate corporation or entity shall assume, by written instrument executed and delivered to the Warrant Agent, the obligation to deliver to the holder of each Warrant such shares, securities or assets as, in order accordance with the foregoing provisions, such holders may be entitled to purchase and the other obligations under this Warrant Agreement. (i) In the event that at any time, as a result of an adjustment made pursuant to this Section 10, the holders of a Warrant or Warrants shall become entitled to purchase any shares or securities of the Company other than the Common Shares, thereafter the number of such other shares or securities so purchasable upon exercise of each Warrant and the Exercise Price for such shares or securities shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Shares contained in paragraphs (a) through (h) inclusive, above, and the provisions of Sections 6, 8, 9 and 13, with respect to the Common Shares shall apply on like terms to any such other shares. (j) In any case in which this Section 10 shall require that an adjustment in the Exercise Price be made effective upon the happening of a specified event or as of a record date for a specified event, the Company may elect to defer, until the later of the occurrence of such event and the date that the distortion notice referred to in Section 11 is filed with the calculation Warrant Agent, issuing to the holder of any Warrant exercised after such date or such record date, as the case may be, the Common Shares, if any, issuable upon such exercise over and above the Common Shares, if any, issuable upon such exercise on the basis of the Current Market Exercise Price may be minimizedin effect prior to such adjustment; provided, however, that the Company shall deliver to such holder a due bill xx other appropriate instrument evidencing such holder's right to receive such additional Common Shares upon the occurrence of the event requiring such adjustment.

Adjustment of Exercise Price. Subject to the provisions of this Section 7, the The Exercise Price in effect and the number of Warrant Shares issuable on exercise of each Warrant are subject to adjustment from time to time shall be as described in this SECTION 12 and subject to adjustmentSECTION 13. (a) COMMON STOCK ISSUED AT LESS THAN MARKET VALUE. If the Company issues or sells any Common Stock other than Excluded Stock without consideration or for consideration per share less than the Market Price of the Common Stock (provided, however, that no sale of securities pursuant to a bona fideunderwritten public offering or equity line or private placement to non-affiliates of the Company (including without limitation the issuance of equity as consideration of partial consideration for acquisitions from persons that are not affiliates of the Company) will be deemed to be for less than Market Price), as follows: (i) In case of the Company shall (x) declare a dividend day of such issuance or make a distribution on the outstanding shares of its Common Stock in shares of its Common Stock, (y) subdivide or reclassify the outstanding shares of its Common Stock into a greater number of shares, or (z) combine or reclassify the outstanding shares of its Common Stock into a smaller number of sharessale, the Exercise Price in effect immediately after the record date for prior to each such dividend issuance or distribution or the effective date of such subdivision, combination or reclassification shall sale will immediately (except as provided below) be adjusted so that it shall equal reduced to the price determined by multiplying the Exercise Price Price, in effect immediately prior thereto to such issuance or sale, by a fraction, (x) the numerator of which shall be (A) the numerator shall be the number of shares of Common Stock outstanding immediately before prior to such dividend, distribution, subdivision, combination issuance or reclassification, and of which sale plus (B) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such additional shares of Common Stock so issued or sold would purchase at the Market Price on the last trading day immediately preceding such issuance or sale and (y) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such dividendissue or sale. In such event, distributionthe number of Warrant Shares issuable upon the exercise of each Warrant shall be increased to the number obtained by dividing (x) the product of (A) the number of Warrant Shares issuable upon the exercise of each Warrant before such adjustment, subdivisionand (B) the Exercise Price in effect immediately prior to the issuance giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. For the purposes of any adjustment of the Exercise Price and the number of Warrant Shares issuable upon exercise of each Warrant pursuant to this SECTION 12(a), combination the following provisions shall be applicable: (1) In the case of the issuance of Common Stock for cash, the amount of the consideration received by the Company shall be deemed to be the amount of the cash proceeds received by the Company for such Common Stock before deducting therefrom any discounts or reclassification. Any commissions allowed, paid or incurred by the Company for any underwriting or otherwise in connection with the issuance and sale thereof. (2) In the case of the issuance of Common Stock (otherwise than upon the conversion of any shares of capital stock or other securities of the Company) for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair value thereof as determined by the Board of Directors, provided, however, that such fair value as determined by the Board of Directors shall not exceed the aggregate Market Price of the shares of Common Stock being issued as of the Company issuable in payment date the Board of a dividend Directors authorizes the issuance of such shares. (3) In the case of the issuance of (A) options, warrants or other rights to purchase or acquire Common Stock (whether or not at the time exercisable) or (B) securities by their terms convertible into or exchangeable for Common Stock (whether or not at the time so convertible or exchangeable) or options, warrants or rights to purchase such convertible or exchangeable securities (whether or not at the time exercisable): (A) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options, warrants or other rights to purchase or acquire Common Stock shall be deemed to have been issued immediately prior at the time such options, warrants or rights are issued and for a consideration equal to the record date consideration (determined in the manner provided in SECTIONS 12(a)(1) AND (2)), if any, received by the Company upon the issuance of such options, warrants or rights plus the minimum purchase price provided in such options, warrants or rights for such dividend for purposes of calculating the Common Stock covered thereby; (B) the aggregate maximum number of outstanding shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the Company under Section 7(a)(ii) and 7(a)(iii) hereof. Such adjustment shall be made successively whether any event specified above shall occur. (ii) In case the Company shall fix a record date for the issuance exercise of rights, options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the subsequent conversion or exchange thereof, shall be deemed to all holders of its Common Stock entitling them (have been issued at the time such securities were issued or such options, warrants or rights were issued and for a period expiring within forty-five (45) days after such record date) consideration equal to subscribe for or purchase shares of its Common Stock at a price per share less than the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) of a share of Common Stock of consideration, if any, received by the Company for any such securities and related options, warrants or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the additional consideration (determined in the manner provided in SECTION 12(a)(1) AND (2)), if any, to be received by the Company upon the conversion or exchange of such record datesecurities, or upon the Exercise Price shall be adjusted immediately thereafter so that it shall equal exercise of any related options, warrants or rights to purchase or acquire such convertible or exchangeable securities and the price determined by multiplying the Exercise Price subsequent conversion or exchange thereof; (C) on any change in effect immediately prior thereto by a fraction, of which (A) the numerator shall be the number of shares of Common Stock outstanding deliverable upon exercise of any such options, warrants or rights or conversion or exchange of such convertible or exchangeable securities or any change in the consideration to be received by the Company upon such exercise, conversion or exchange, but excluding changes resulting from the antidilution provisions thereof (to the extent comparable to the antidilution provisions contained herein), the Exercise Price and the number of Warrant Shares issuable upon exercise of this Warrant as then in effect shall forthwith be readjusted to such Exercise Price and number of Warrant Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants or rights not exercised prior to such change, or of such convertible or exchangeable securities not converted or exchanged prior to such change, upon the basis of such change; (D) on the expiration or cancellation of any such record date plus options, warrants or rights (without exercise), or the termination of the right to convert or exchange such convertible or exchangeable securities (without exercise), if the Exercise Price and the number of Warrant Shares issuable upon exercise of this Warrant shall have been adjusted upon the issuance thereof, the Exercise Price and the number of Warrant Shares issuable upon exercise of this Warrant shall forthwith be readjusted to such Exercise Price and number of Warrant Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants, rights or such convertible or exchangeable securities on the basis of the issuance of only the number of shares of Common Stock which actually issued upon the aggregate offering price exercise of the total number of shares of Common Stock so offered would purchase at the Current Market Price per share, and of which (B) the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock offered for subscription or purchase. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such rights, options, warrants or rights, or upon the conversion or exchange of such convertible or exchangeable securities are not so issued or expire unexercised, securities; and (E) if the Exercise Price then in effect and the number of Warrant Shares issuable upon exercise of this Warrant shall be readjusted to have been adjusted upon the Exercise Price which would then be in effect if issuance of any such unissued or unexercised rights, options, warrants warrants, rights or convertible or exchangeable securities had not been issuable. (iii) In case the Company shall fix a record date for the making securities, no further adjustment of a distribution to all holders of shares of its Common Stock (A) of shares of any class other than its Common Stock or (B) of evidences of its indebtedness or (C) of assets (excluding cash dividends or distributions (other than extraordinary cash dividends or distributions), and dividends or distributions referred to in Subsection 7(a)(i) hereof) or (D) of rights, options, warrants or convertible or exchangeable securities (excluding those rights, options, warrants or convertible or exchangeable securities referred to in Section 7(a)(ii) hereof), then in each such case the Exercise Price in effect immediately thereafter and the number of Warrant Shares issuable upon exercise of this Warrant shall be determined by multiplying made for the Exercise Price in effect immediately prior thereto by a fraction, of which (x) the numerator shall be the total number of shares actual issuance of Common Stock outstanding on such record date multiplied by upon the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) per share on such record dateexercise, less the aggregate fair market value as determined in good faith by the Board of Directors of the Company of said shares conversion or evidences of indebtedness or assets or rights, options, warrants or convertible or exchangeable securities so distributed, and of which (y) the denominator shall be the total number of shares of Common Stock outstanding on such record date multiplied by such Current Market Price per share. Such adjustment shall be made successively whenever such a record date is fixed. In the event that such distribution is not so made, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed. (iv) For the purpose of any computation under Section 7(a)(ii) or 7(a)(iii) hereof, the "Current Market Price" per share at any date (the "Computation Date") shall be deemed to be the average of the daily Closing Prices of the Common Stock for twenty (20) consecutive Trading Days ending the Trading Day immediately preceding the Computation Dateexchange thereof; provided, however, that if there shall have occurred prior to no increase in the Computation Date any event described in Subsection 7(a)(i), 7(a)(ii) or 7(a)(iii) which shall have become effective with respect to market transactions at any time (the "Market-Effect Date") on or within such 20-day period, the Closing Exercise Price for each Trading Day preceding the Market-Effect Date shall be adjusted, for purposes of calculating such average, by multiplying such Closing Price by a fraction, of which made pursuant to subclauses (A) the numerator shall be the Exercise Price as in effect immediately prior to the Computation Date and of which (B) the denominator shall be the Exercise Price as in effect immediately prior to the Market-Effect Date, it being understood that the purpose of this proviso is to ensure that the effect of such event on the market price of the Common Stock shall, as nearly as possible, be eliminated in order that the distortion in the calculation of the Current Market Price may be minimizedSECTION 12(a)(3).

Adjustment of Exercise Price. Subject to the provisions of this Section 7, the Exercise Price in effect from time to time shall be subject to adjustment, as follows: (i) In case the Company Ampex shall (xA) declare a dividend or make a distribution on the outstanding shares of its Common Class A Stock in shares of its Common Class A Stock, (yB) subdivide or reclassify the outstanding shares of its Common Class A Stock into a greater number of shares, or (zC) combine or reclassify the outstanding shares of its Common Class A Stock into a smaller number of shares, the Exercise Price in effect immediately after the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be adjusted so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (A) the numerator shall be the number of shares of Common Class A Stock outstanding immediately before such dividend, distribution, subdivision, combination or reclassification, and of which (B) the denominator shall be the number of shares of Common Class A Stock outstanding immediately after such dividend, distribution, subdivision, combination or reclassification. Any shares of Common Class A Stock of the Company Ampex issuable in payment of a dividend shall be deemed to have been issued immediately prior to the record date for such dividend for purposes of calculating the number of outstanding shares of Common Class A Stock of the Company Ampex under Section Sections 7(a)(ii) and 7(a)(iii) hereof. Such adjustment shall be made successively whether whenever any event specified above shall occur. (ii) In case the Company Ampex shall fix a record date for the issuance of rights, options, warrants or convertible or exchangeable securities to all holders of its Common Class A Stock entitling them (for a period expiring within forty-five (45) 45 days after such record date) to subscribe for or purchase shares of its Common Class A Stock at a price per share less than the Current Market Price (as such term is defined in Section 7(a)(ivbelow) hereof) of a share of Common Stock of the Company on such record date, date the Exercise Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (A) the numerator shall be the number of shares of Common Class A Stock outstanding on such record date plus the number of shares of Common Class A Stock which the aggregate offering price of the total number of shares of Common Class A Stock so offered would purchase at the Current Market Price per share, and of which (B) the denominator shall be the number of shares of Common Class A Stock outstanding on such record date plus the number of additional shares of Common Class A Stock offered for subscription or purchase. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such rights, options, warrants or convertible or exchangeable securities are not so issued or expire unexercised, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such unissued or unexercised rights, options, warrants or convertible or exchangeable securities had not been issuable. (iii) In case the Company Ampex shall fix a record date for the making of a distribution to all holders of shares of its Common Class A Stock (A) of shares of any class other than its Common Stock or Class A Stock, (B) of evidences of its indebtedness or indebtedness, (C) of assets (excluding cash dividends or distributions (other than extraordinary cash dividends or distributions), and dividends or distributions referred to in Subsection Section 7(a)(i) hereof) ), or (D) of rights, options, warrants or convertible or exchangeable securities (excluding those rights, options, warrants or convertible or exchangeable securities referred to in Section 7(a)(ii) hereof), then in each such case the Exercise Price in effect immediately thereafter shall be determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (x) the numerator shall be the total number of shares of Common Class A Stock outstanding on such record date multiplied by the Current Market Price (as such term is defined in Section 7(a)(iv) hereof) per share on such record date, less the aggregate fair market value as determined in good faith by the board of directors of Ampex (the "Board of Directors of the Company Directors") of said shares or evidences of indebtedness or assets or rights, options, warrants or convertible or exchangeable securities so distributed, and of which (y) the denominator shall be the total number of shares of Common Class A Stock outstanding on such record date multiplied by such Current Market Price per share. Such adjustment shall be made successively whenever such a record date is fixed. In the event that such distribution is not so made, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed. (iv) For the purpose of any computation under Section 7(a)(ii) or 7(a)(iii) hereofherein, the "Current Market Price" per share at any date (the "Computation Date") shall be as follows: (A) if the Class A Stock is listed on a national securities exchange or quoted on a national quotation system, the Market Price shall be deemed to be the average of the daily Closing Prices closing prices of the Common Class A Stock for twenty the ten (2010) consecutive Trading Days (as defined below) ending on the Trading Day immediately preceding the Computation Datebefore such date; provided, however, that if there shall have occurred prior to the Computation Date any event described in Subsection Section 7(a)(i), 7(a)(ii) or 7(a)(iii7(a)(ii) which shall have become effective with respect to market transactions at any time (the "Market-Effect Date") on or within after the beginning of such 2010-day period, the Closing Price closing price for each Trading Day preceding the Market-Effect Date shall be adjusted, for purposes of calculating such average, by multiplying such Closing Price closing price by a fraction, fraction the numerator of which (A) the numerator shall be is the Exercise Price as in effect immediately prior to the Computation Date and the denominator of which (B) the denominator shall be is the Exercise Price as in effect immediately prior to the Market-Effect Date, it being understood that the purpose of this proviso is to ensure that the effect of such event on the market price of the Common Class A Stock shall, as nearly as possible, be eliminated in order that the distortion in the calculation of the Current Market Price may be minimized; (B) if there is no public market for the Class A Stock, the highest price at which shares of Class A Stock are offered for sale in a public offering registered pursuant to the Securities Act or in an arms-length private offering, if any such offering is pending (unless such offer is revoked prior to such sale) on the date of determination of Market Price; or (C) if there is no public market for Class A Stock and no such offering is pending, the fair market value per share of Class A Stock as determined in good faith by the Board of Directors; provided, however, that if the Class A Stock shall no longer be traded on the National Market System of the National Association of Securities Dealers, Inc. or any other national securities exchange, the term "Class A Stock" shall mean the class or series of Class A Stock which is so traded. As used herein the term "Trading Days" with respect to Class A Stock means (A) if the Class A Stock is quoted on the National Market Automated Quotation System of the National Association of Securities Dealers, Inc., or any similar system of automated dissemination of quotations of securities prices, days on which trades may be made on such system, or (B) if the Class A Stock is listed or admitted for trading on any national securities exchange, days on which such national securities exchange is open for business. For all purposes of this Agreement all valuations made by the Board of Directors shall be final and conclusive on Ampex and the Holders, their successors and assigns, absent manifest error. In determining the Market Price, the Board of Directors may obtain and rely on information provided by any source or sources reasonably believed to be accurate.

Adjustment of Exercise Price. Subject to the provisions of this Section 7Article IV, the Exercise Price in effect from time to time shall be subject to adjustment, as follows: (ia) In case the Company shall (xi) declare a dividend or make a distribution on the outstanding shares of its Common Stock in shares of its Common StockStock or any class thereof, (yii) subdivide or reclassify the outstanding shares of its Common Stock or any class thereof into a greater number of shares, or (ziii) combine or reclassify the outstanding shares of its Common Stock into a smaller number of shares, the Exercise Price in effect immediately after the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be adjusted so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (A) the numerator shall be the number of shares of Common Stock outstanding immediately before such dividend, distribution, subdivision, combination or reclassification, and of which (B) the denominator shall be the number of shares of Common Stock outstanding immediately after such dividend, distribution, subdivision, combination or reclassification. Any shares of Common Stock of the Company issuable in payment of a dividend shall be deemed to have been issued immediately prior to the record date for such dividend for purposes of calculating the number of outstanding shares of Common Stock of the Company under Section 7(a)(ii) and 7(a)(iii) hereof. Such adjustment shall be made successively whether whenever any event specified above shall occur. (iib) In case the Company shall fix a record date for the issuance of rights, options, warrants or convertible or exchangeable securities to all holders of its Common Stock entitling them (for a period expiring within forty-five (45) days after such record date) to subscribe for or purchase shares of its Common Stock at a price per share less than the Current Fair Market Price (as such term is defined in Section 7(a)(iv) hereof) of a share of Common Stock of the Company Value on such record date, the Exercise Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (A) the numerator shall be the number of shares of Common Stock outstanding on such record date plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the Current Fair Market Price Value per share, and of which (B) the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock offered for subscription or purchase. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such rights, options, warrants or convertible or exchangeable securities are not so issued or expire unexercised, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such unissued or unexercised rights, options, warrants or convertible or exchangeable securities had not been issuable. (iiic) In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock (Ai) of shares of any class other than its Common Stock or (Bii) of evidences of its indebtedness or (Ciii) of assets (excluding cash dividends or distributions (other than extraordinary cash dividends or distributions), and dividends or distributions referred to in Subsection 7(a)(i4.1(a) hereof) or (Div) of rights, options, warrants or convertible or exchangeable securities (excluding those rights, options, warrants or convertible or exchangeable securities referred to in Section 7(a)(iiSubsection 4.1(b) hereof), then in each such case the Exercise Price in effect immediately thereafter shall be determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (x) the numerator shall be the total number of shares of Common Stock outstanding on such record date multiplied by the Current Fair Market Price (as such term is defined in Section 7(a)(iv) hereof) Value per share on such record date, less the aggregate fair market value as determined in good faith by the Board of Directors of the Company of said shares or evidences of indebtedness or assets or rights, options, warrants or convertible or exchangeable securities so distributed, and of which (y) the denominator shall be the total number of shares of Common Stock outstanding on such record date multiplied by such Current Fair Market Price Value per share. Such adjustment shall be made successively whenever such a record date is fixed. In the event that such distribution is not so made, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed. (ivd) For the purpose of any computation under Section 7(a)(ii4.1(b) or 7(a)(iii4.1(c) hereof, the "Current Fair Market PriceValue" per share at any date (the "Computation Date") shall be as follows: (i) if the Common Stock is listed on a national securities exchange or quoted on a national quotation system, the Current Market Price, which shall be deemed to be the average of the daily Closing Prices of the Common Stock for twenty the five (205) consecutive Trading Days ending the Trading Day immediately preceding the Computation Date; providedPROVIDED, howeverHOWEVER, that if there shall have occurred prior to the Computation Date any event described in Subsection 7(a)(iSection 4.1(a), 7(a)(ii4.1(b) or 7(a)(iii4.1(c) which shall have become effective with respect to market transactions at any time (the "Market-Effect Date") on or within after the beginning of such 205-day period, the Closing Price for each Trading Day preceding the Market-Effect Date shall be adjusted, for purposes of calculating such average, by multiplying such Closing Price by a fraction, fraction the numerator of which (A) the numerator shall be is the Exercise Price as in effect immediately prior to the Computation Date and the denominator of which (B) the denominator shall be is the Exercise Price as in effect immediately prior to the Market-Effect Date, it being understood that the purpose of this proviso is to ensure that the effect of such event on the market price of the Common Stock shall, as nearly as possible, be eliminated in order that the distortion in the calculation of the Current Fair Market Price Value may be minimizedminimized or (ii) if there is no public market for Common Stock, the fair market value per share of Common Stock as determined in good faith by the Company's Board of Directors.

Adjustment of Exercise Price. Subject to the provisions of ---------------------------- this Section 7Article IV, the Exercise Price in effect from time to time shall be subject to adjustment, as follows: (ia) In case the Company shall (xi) declare a dividend or make a distribution on the outstanding shares of its Common Stock in shares of its Common StockStock or any class thereof, (yii) subdivide or reclassify the outstanding shares of its Common Stock or any class thereof into a greater number of shares, or (ziii) combine or reclassify the outstanding shares of its Common Stock into a smaller number of shares, the Exercise Price in effect immediately after the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be adjusted so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (A) the numerator shall be the number of shares of Common Stock outstanding immediately before such dividend, distribution, subdivision, combination or reclassification, and of which (B) the denominator shall be the number of shares of Common Stock outstanding immediately after such dividend, distribution, subdivision, combination or reclassification. Any shares of Common Stock of the Company issuable in payment of a dividend shall be deemed to have been issued immediately prior to the record date for such dividend for purposes of calculating the number of outstanding shares of Common Stock of the Company under Section 7(a)(ii) and 7(a)(iii) hereof. Such adjustment shall be made successively whether whenever any event specified above shall occur. (iib) In case the Company shall fix a record date for the issuance of rights, options, warrants or convertible or exchangeable securities to all holders of its Common Stock entitling them (for a period expiring within forty-forty- five (45) days after such record date) to subscribe for or purchase shares of its Common Stock at a price per share less than the Current Fair Market Price (as such term is defined in Section 7(a)(iv) hereof) of a share of Common Stock of the Company Value on such record date, date the Exercise Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (A) the numerator shall be the number of shares of Common Stock outstanding on such record date plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the Current Fair Market Price Value per share, and of which (B) the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock offered for subscription or purchase. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such rights, options, warrants or convertible or exchangeable securities are not so issued or expire unexercised, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such unissued or unexercised rights, options, warrants or convertible or exchangeable securities had not been issuable. (iiic) In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock of (Ai) of shares of any class other than its Common Stock or (Bii) of evidences of its indebtedness or (Ciii) of assets (excluding cash dividends or distributions (other than extraordinary cash dividends or distributions), and dividends or distributions referred to in Subsection 7(a)(iSection 4.1(a) hereof) or (Div) of rights, options, warrants or convertible or exchangeable securities (excluding those rights, options, warrants or convertible or exchangeable securities referred to in Section 7(a)(ii4.1(b) hereof), then in each such case the Exercise Price in effect immediately thereafter shall be determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which (x) the numerator shall be the total number of shares of Common Stock outstanding on such record date multiplied by the Current Fair Market Price (as such term is defined in Section 7(a)(iv) hereof) Value per share on such record date, less the aggregate fair market value as determined in good faith by the Board of Directors of the Company of said shares or evidences of indebtedness or assets or rights, options, warrants or convertible or exchangeable securities so distributed, and of which (y) the denominator shall be the total number of shares of Common Stock outstanding on such record date multiplied by such Current Fair Market Price Value per share. Such adjustment shall be made successively whenever such a record date is fixed. In the event that such distribution is not so made, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed. (ivd) For the purpose of any computation under Section 7(a)(ii4.1(b) or 7(a)(iii4.1(c) hereof, the "Current Fair Market PriceValue" per share at any date (the "Computation Date") shall be as follows: (i) if the Common Stock is listed on a national securities exchange or quoted on a national quotation system, the Current Market Price, which shall be deemed to be the average of the daily Closing Prices of the Common Stock for twenty the five (205) consecutive Trading Days ending the Trading Day immediately preceding the Computation Date; provided, however, that if there shall have occurred prior to the Computation -------- ------- Date any event described in Subsection 7(a)(iSection 4.1(a), 7(a)(ii4.1(b) or 7(a)(iii4.1(c) which shall have become effective with respect to market transactions at any time (the "Market-Market- Effect Date") on or within after the beginning of such 205-day period, the Closing Price for each Trading Day preceding the Market-Effect Date shall be adjusted, for purposes of calculating such average, by multiplying such Closing Price by a fraction, fraction the numerator of which (A) the numerator shall be is the Exercise Price as in effect immediately prior to the Computation Date and the denominator of which (B) the denominator shall be is the Exercise Price as in effect immediately prior to the Market-Effect Date, it being understood that the purpose of this proviso is to ensure that the effect of such event on the market price of the Common Stock shall, as nearly as possible, be eliminated in order that the distortion in the calculation of the Current Fair Market Value may be minimized and it being understood that if the Exercise Price may not be minimizedadjusted due to the provisions of Section 4.6, for purposes of the calculation above, the Exercise Price shall be deemed the Exercise Price as if it had been adjusted or (ii) there is no public market for Common Stock, the fair market value per share of Common Stock as determined in good faith by the Company's Board of Directors.