Common use of Adjustment of Purchase Price and Number of Shares Clause in Contracts

Adjustment of Purchase Price and Number of Shares. The Purchase Price and the number of shares of Common Stock issuable upon exercise of this Warrant shall be adjusted from time to time upon the occurrence of the following events: (a) Dividend, Subdivision, Combination or Reclassification of Common Stock. If the Company shall, at any time or from time to time, (i) declare a dividend on the Common Stock payable in shares of its capital stock (including Common Stock), (ii) subdivide the outstanding Common Stock into a larger number of shares of Common Stock, (iii) combine the outstanding Common Stock into a smaller number of shares of its Common Stock, or (iv) issue any shares of its capital stock in a 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 such case, the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable on such date shall be proportionately adjusted so that the Holder of any Warrant exercised after such date shall be entitled to receive, upon payment of the same aggregate amount as would have been payable before such date, the aggregate number and kind of shares of capital stock which, if such Warrant had been exercised immediately prior to such date, such Holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification. Any such adjustment shall become effective immediately after the record date of such dividend or the effective date of such subdivision, combination or reclassification. Such adjustment shall be made successively whenever any event listed above shall occur. If a dividend is declared and such dividend is not paid, the Purchase Price shall again be adjusted to be the Purchase Price in effect immediately prior to such record date.

Adjustment of Purchase Price and Number of Shares. The Purchase Price and the number of shares of Common Stock issuable upon exercise of this Warrant shall be adjusted from time to time in the following manner upon the occurrence of the following events: (a) Dividend, Subdivision, Combination or Reclassification of Common Stock. If the Company shall, at any time or from time to time, after October 12, 2005, (i) declare a dividend on the Common Stock payable in shares of its capital stock (including Common Stock), (ii) subdivide the outstanding Common Stock into a larger number of shares of Common Stock, (iii) combine the outstanding Common Stock into a smaller number of shares of its Common Stock, or (iv) issue any shares of its capital stock in a 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 such case, the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable on such date shall be proportionately adjusted so that the Holder of any Warrant exercised after such date shall be entitled to receive, upon payment of the same aggregate amount as would have been payable before such date, the aggregate number and kind of shares of capital stock which, if such Warrant had been exercised immediately prior to such date, such Holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification. Any such adjustment shall become effective immediately after the record date of such dividend or the effective date of such subdivision, combination or reclassification. Such adjustment shall be made successively whenever any event listed above shall occur. If a dividend is declared and such dividend is not paid, the Purchase Price shall again be adjusted to be the Purchase Price and number and kind of shares of capital stock, in effect immediately prior to such record date (giving effect to all adjustments that otherwise would be required to be made pursuant to this Section 3 from and after such record date).

Adjustment of Purchase Price and Number of Shares. a. The Purchase Price and the number of shares of Common Stock issuable upon exercise of this Warrant hereof shall be adjusted subject to adjustment from time to time upon the occurrence of the following eventsas follows: i. In case the Company shall (a) Dividend, Subdivision, Combination or Reclassification of Common Stock. If the Company shall, at any time or from time to time, (i) declare pay a dividend on the its Common Stock payable in shares of its capital stock (including Common Stock), (iib) subdivide the its outstanding Common Stock into a larger number of shares of Common Stock, or (iiic) combine the its outstanding shares of Common Stock into a smaller number of shares of its Common Stockshares, or (iv) issue any shares of its capital stock then, in a 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 such casean event, the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable on such date immediately prior thereto shall be adjusted proportionately adjusted so that the Holder of any Warrant exercised after such date shall be entitled to receive, upon payment of adjusted Purchase Price will bear the same aggregate amount as would have been payable before such date, the aggregate number and kind of shares of capital stock which, if such Warrant had been exercised immediately prior relation to such date, such Holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification. Any such adjustment shall become effective immediately after the record date of such dividend or the effective date of such subdivision, combination or reclassification. Such adjustment shall be made successively whenever any event listed above shall occur. If a dividend is declared and such dividend is not paid, the Purchase Price shall again be adjusted to be the Purchase Price in effect immediately prior to any such event as the total number of shares of Common Stock outstanding immediately prior to any such event shall bear to the total number of shares of Common Stock outstanding immediately after such event. An adjustment made pursuant to this subdivision i. (a) shall become effective retroactively immediately after the record datedate in the case of a dividend and (b) shall become effective immediately after the effective date in the case of a subdivision or combination. The Purchase Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein. ii. In case the Company shall issue additional shares of Common Stock at a Net Consideration Per Share (as defined in subdivision iv. below) which is less than the Purchase Price at the time of such issuance, the Purchase Price shall be adjusted so that the same shall equal the Net Consideration Per Share. Such adjustment shall be made whenever such Common Stock is issued and shall become effective retroactively immediately after the record date for the determination of stockholders entitled to receive such Common Stock. iii. In case the Company shall issue rights or options for the purchase of Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights, options, convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIES"), whether or not such Convertible Securities are immediately exercisable, entitling the holders thereof to subscribe for or purchase shares of Common Stock at a Net Consideration Per Share (as defined in subdivision iv. below) which is less than the Purchase Price at the time of such issuance, the Purchase Price shall be adjusted so that the same shall equal the Net Consideration Per Share. Such adjustment shall be made whenever such Convertible Securities are issued and shall become effective retroactively immediately after the record date for the determination of stockholders entitled to receive such Convertible Securities. In the event the Company shall subsequently cancel or terminate such Convertible Securities, the Purchase Price shall be readjusted to be the same as if the Company had not issued such Convertible Securities.

Adjustment of Purchase Price and Number of Shares. The Purchase If there shall be any change described in sub-paragraphs (a), (b) or ( c) below, the aggregate Warrant Price and shall remain unchanged but the number of shares covered by this Warrant shall in each instance be adjusted as follows: a. If a share dividend is declared on the Common Stock of the Company, the number of shares of Common Stock subject to this Warrant shall be increased by the number of shares which would have been issuable to the Holder if such Holder had exercised this Warrant immediately prior to the record date related to the declaration and payment of such share dividend; b. If an increase or decrease is effected in the number of outstanding shares of Common Stock by reason of subdivision or combination of such shares, the number of shares of Common Stock subject to this Warrant shall equal the number of shares which would have been held by the Holder after consummation of such combination or subdivision if the Holder had exercised this Warrant immediately prior to the record date related to such subdivision or combination and the Holder held no other shares of Common Stock other than those deemed issued upon exercise of this Warrant; and c. In case of a capital reorganization, merger (except a merger in which the Company is the surviving corporation), or the sale of all or substantially all of the properties and assets of the Company (each of the foregoing is sometimes hereinafter referred to as a "Reorganization"), the securities or any other property to be received upon exercise of this Warrant shall be adjusted from time the securities and other property which would have been held by the Holder after consummation of such Reorganization if the Holder had exercised this Warrant immediately prior to time upon the occurrence of record date related to such Reorganization and the following events: (a) Dividend, Subdivision, Combination or Reclassification of Common Stock. If the Company shall, at any time or from time to time, (i) declare a dividend on the Common Stock payable in shares of its capital stock (including Common Stock), (ii) subdivide the outstanding Common Stock into a larger number of Holder held no other shares of Common StockStock other than those deemed issued upon exercise of this Warrant. Notwithstanding anything herein to the contrary, in the case of a Reorganization which qualifies for adjustment under this subparagraph ( c), the Holder must exercise this Warrant (iiior agree to exercise this Warrant) combine the outstanding Common Stock into a smaller number of shares of its Common Stock, or within ninety (iv90) issue any shares of its capital stock in a reclassification days after written notice of the Common Stock (including any such reclassification in connection execution of the definitive agreement with a consolidation or merger in which the acquiror is delivered by the Company is the continuing corporation), then in each such case, the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable on such date shall be proportionately adjusted so that the Holder of any Warrant exercised after such date shall be entitled to receive, upon payment of the same aggregate amount as would have been payable before such date, the aggregate number and kind of shares of capital stock which, if such Warrant had been exercised immediately prior to such date, such Holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification. Any such adjustment shall become effective immediately after the record date of such dividend or the effective date of such subdivision, combination or reclassification. Such adjustment shall be made successively whenever any event listed above shall occur. If a dividend is declared and such dividend is not paid, acquiror to the Purchase Price shall again be adjusted to be the Purchase Price in effect immediately prior to such record dateHolder.

Adjustment of Purchase Price and Number of Shares. a. The Purchase Price hereof shall be subject to adjustment from time to time. In case the Company shall (a) pay a dividend on its Common Stock in Common Stock, (b) subdivide its outstanding shares of Common Stock, or (c) combine its outstanding shares of Common Stock into a smaller number of shares, then, in such an event, the Purchase Price in effect immediately prior thereto shall be adjusted proportionately so that the adjusted Purchase Price will bear the same relation to the Purchase Price in effect immediately prior to any such event as the total number of shares of Common Stock outstanding immediately prior to any such event shall bear to the total number of shares of Common Stock outstanding immediately after such event. An adjustment made pursuant to this Subsection 5.a. (a) shall become effective retroactively immediately after the record date in the case of a dividend and (b) shall become effective immediately after the effective date in the case of a subdivision or combination. The Purchase Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein. For the avoidance of doubt, no adjustment to the Purchase Price shall be made with respect to the reverse stock split of the Common Stock in connection with the Company’s initial public offering, which occurred prior to the amendment and restatement of this Warrant and has been accounted for in the Purchase Price. b. Upon each adjustment of the Purchase Price pursuant to subsection 5.a., the number of shares of Common Stock issuable purchasable upon exercise of this Warrant shall be adjusted from time to time upon the occurrence of the following events: (a) Dividend, Subdivision, Combination or Reclassification of Common Stock. If the Company shall, at any time or from time to time, (i) declare a dividend on the Common Stock payable in shares of its capital stock (including Common Stock), (ii) subdivide the outstanding Common Stock into a larger number of shares of Common Stock, rounded down to the nearest whole share, obtained by multiplying (iiii) combine the outstanding Common Stock into a smaller number of shares of its Common Stock purchasable immediately prior to such adjustment upon the exercise of this Warrant, (ii) by the Purchase Price in effect prior to such adjustment, and (iii) dividing the product so obtained by the new Purchase Price. c. In case of any capital reorganization of the Company, or of any reclassification of the Common Stock, this Warrant shall be exercisable after such capital reorganization or (iv) issue any reclassification upon the terms and conditions specified in this Warrant, for the number of shares of its stock or other securities which the Common Stock issuable (at the time of such capital stock in reorganization or reclassification) upon exercise of this Warrant would have been entitled to receive upon such capital reorganization or reclassification if such exercise had taken place immediately prior to such action. The subdivision or combination of shares of Common Stock at any time outstanding into a greater or lesser number of shares of Common Stock shall not be deemed to be a reclassification of the Common Stock (including any of the Company for the purposes of this Subsection 5.c. d. Whenever the Purchase Price is adjusted as herein provided, the Company shall compute the adjusted Purchase Price in accordance with Subsection 5.a. and shall prepare a certificate signed by its chief financial officer setting forth the adjusted Purchase Price and showing in reasonable detail the method of such reclassification adjustment and the fact requiring the adjustment and upon which such calculation is based, and such certificate shall forthwith be forwarded to the Holder; provided, however, that no notice shall be required with respect to the reverse stock split of the Common Stock in connection with a consolidation or merger the Company’s initial public offering, which occurred prior to the amendment and restatement of this Warrant and has been accounted for in which the Company is number of shares covered by this Warrant (as amended and restated) and the continuing corporation), then Purchase Price. e. The form of this Warrant need not be changed because of any change in each such case, the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassificationpursuant to this Section 5, and any Warrant issued after such change may state the same Purchase Price and the same number and kind of shares of capital stock issuable on such date Common Stock as are stated in this Warrant as initially issued. The Company, however, may at any time in its sole discretion (which shall be proportionately adjusted so conclusive) make any change in the form of this Warrant that it may deem appropriate and that does not affect the Holder of any Warrant exercised after such date shall be entitled to receive, upon payment of the same aggregate amount as would have been payable before such date, the aggregate number and kind of shares of capital stock which, if such Warrant had been exercised immediately prior to such date, such Holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassificationsubstance thereof. Any such adjustment shall become effective immediately after Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the record date of such dividend or the effective date of such subdivision, combination or reclassification. Such adjustment shall be made successively whenever any event listed above shall occur. If a dividend is declared and such dividend is not paid, the Purchase Price shall again be adjusted to be the Purchase Price in effect immediately prior to such record dateform as so changed.

Adjustment of Purchase Price and Number of Shares. The Purchase If there shall be any change described in sub-paragraphs (a), (b) or (c) below, the aggregate Warrant Price and shall remain unchanged but the number of shares covered by this Warrant shall in each instance be adjusted as follows: a. If a share dividend is declared on the Common Stock of the Company, the number of shares of Common Stock subject to this Warrant shall be increased by the number of shares which would have been issuable to the Holder if such Holder had exercised this Warrant immediately prior to the record date related to the declaration and payment of such share dividend; b. If an increase or decrease is effected in the number of outstanding shares of Common Stock by reason of subdivision or combination of such shares, the number of shares of Common Stock subject to this Warrant shall equal the number of shares which would have been held by the Holder after consummation of such combination or subdivision if the Holder had exercised this Warrant immediately prior to the record date related to such subdivision or combination and the Holder held no other shares of Common Stock other than those deemed issued upon exercise of this Warrant; and c. In case of a capital reorganization, merger (except a merger in which the Company is the surviving corporation), or the sale of all or substantially all of the properties and assets of the Company (each of the foregoing is sometimes hereinafter referred to as a "Reorganization"), the securities or any other property to be received upon exercise of this Warrant shall be adjusted from time the securities and other property which would have been held by the Holder after consummation of such Reorganization if the Holder had exercised this Warrant immediately prior to time upon the occurrence of record date related to such Reorganization and the following events: (a) Dividend, Subdivision, Combination or Reclassification of Common Stock. If the Company shall, at any time or from time to time, (i) declare a dividend on the Common Stock payable in shares of its capital stock (including Common Stock), (ii) subdivide the outstanding Common Stock into a larger number of Holder held no other shares of Common StockStock other than those deemed issued upon exercise of this Warrant. Notwithstanding anything herein to the contrary, in the case of a Reorganization which qualifies for adjustment under this subparagraph (iiic), the Holder must exercise this Warrant (or agree to exercise this Warrant) combine the outstanding Common Stock into a smaller number of shares of its Common Stock, or within ninety (iv90) issue any shares of its capital stock in a reclassification days after written notice of the Common Stock (including any such reclassification in connection execution of the definitive agreement with a consolidation or merger in which the acquiror is delivered by the Company is the continuing corporation), then in each such case, the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable on such date shall be proportionately adjusted so that the Holder of any Warrant exercised after such date shall be entitled to receive, upon payment of the same aggregate amount as would have been payable before such date, the aggregate number and kind of shares of capital stock which, if such Warrant had been exercised immediately prior to such date, such Holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification. Any such adjustment shall become effective immediately after the record date of such dividend or the effective date of such subdivision, combination or reclassification. Such adjustment shall be made successively whenever any event listed above shall occur. If a dividend is declared and such dividend is not paid, acquiror to the Purchase Price shall again be adjusted to be the Purchase Price in effect immediately prior to such record dateHolder.

Adjustment of Purchase Price and Number of Shares. a. The Purchase Price hereof shall be subject to adjustment from time to time. In case the Company shall (a) pay a dividend on its Common Stock in Common Stock, (b) subdivide its outstanding shares of Common Stock, or (c) combine its outstanding shares of Common Stock into a smaller number of shares, then, in such an event, the Purchase Price in effect immediately prior thereto shall be adjusted proportionately so that the adjusted Purchase Price will bear the same relation to the Purchase Price in effect immediately prior to any such event as the total number of shares of Common Stock outstanding immediately prior to any such event shall bear to the total number of shares of Common Stock outstanding immediately after such event. An adjustment made pursuant to this Subsection 5.a. (a) shall become effective retroactively immediately after the record date in the case of a dividend and (b) shall become effective immediately after the effective date in the case of a subdivision or combination. The Purchase Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein. b. Upon each adjustment of the Purchase Price pursuant to subsection 5.a., the number of shares of Common Stock issuable purchasable upon exercise of this Warrant shall be adjusted from time to time upon the occurrence of the following events: (a) Dividend, Subdivision, Combination or Reclassification of Common Stock. If the Company shall, at any time or from time to time, (i) declare a dividend on the Common Stock payable in shares of its capital stock (including Common Stock), (ii) subdivide the outstanding Common Stock into a larger number of shares of Common Stock, rounded down to the nearest whole share, obtained by multiplying (iiii) combine the outstanding Common Stock into a smaller number of shares of its Common Stock purchasable immediately prior to such adjustment upon the exercise of this Warrant, (ii) by the Purchase Price in effect prior to such adjustment, and (iii) dividing the product so obtained by the new Purchase Price. c. In case of any capital reorganization of the Company, or of any reclassification of the Common Stock, this Warrant shall be exercisable after such capital reorganization or (iv) issue any reclassification upon the terms and conditions specified in this Warrant, for the number of shares of its stock or other securities which the Common Stock issuable (at the time of such capital stock in reorganization or reclassification) upon exercise of this Warrant would have been entitled to receive upon such capital reorganization or reclassification if such exercise had taken place immediately prior to such action. The subdivision or combination of shares of Common Stock at any time outstanding into a greater or lesser number of shares of Common Stock shall not be deemed to be a reclassification of the Common Stock (including any such reclassification in connection with a consolidation or merger in which of the Company is for the continuing corporation), then in each such case, purposes of this Subsection 5.c. d. Whenever the Purchase Price is adjusted as herein provided, the Company shall compute the adjusted Purchase Price in effect at accordance with Subsection 5.a. and shall prepare a certificate signed by its chief financial officer setting forth the time of adjusted Purchase Price and showing in reasonable detail the record date for such dividend or of the effective date method of such subdivision, combination or reclassificationadjustment and the fact requiring the adjustment and upon which such calculation is based, and such certificate shall forthwith be forwarded to the Holder. e. The form of this Warrant need not be changed because of any change in the Purchase Price pursuant to this Section 5, and any Warrant issued after such change may state the same Purchase Price and the same number and kind of shares of capital stock issuable on such date Common Stock as are stated in this Warrant as initially issued. The Company, however, may at any time in its sole discretion (which shall be proportionately adjusted so conclusive) make any change in the form of this Warrant that it may deem appropriate and that does not affect the Holder of any Warrant exercised after such date shall be entitled to receive, upon payment of the same aggregate amount as would have been payable before such date, the aggregate number and kind of shares of capital stock which, if such Warrant had been exercised immediately prior to such date, such Holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassificationsubstance thereof. Any such adjustment shall become effective immediately after Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the record date of such dividend or the effective date of such subdivision, combination or reclassification. Such adjustment shall be made successively whenever any event listed above shall occur. If a dividend is declared and such dividend is not paid, the Purchase Price shall again be adjusted to be the Purchase Price in effect immediately prior to such record dateform as so changed.

Adjustment of Purchase Price and Number of Shares. The Purchase Price number and kind of securities purchasable upon the exercise of this Warrant and the number payment of the Warrant Price shall be subject to adjustment from time to time upon the happening of certain events as follows: a) Recapitalization, Reorganization, Reclassification, Consolidation Merger or Sale In case of any recapitalization or reorganization of the Company or any reclassification or change of outstanding Securities issuable upon exercise of this Warrant (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 subdivision or combination), or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is the surviving corporation and which does not result in any reclassification or change - 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 subdivision or combination - of outstanding Securities issuable upon exercise of this Warrant), or in case of any sale or transfer to another corporation of the Property of the Company as an entirety or substantially as an entirety in connection with a liquidation or dissolution of the Company, the Company or such successor or purchasing corporation therefor, issue a new Warrant, providing that the Holder(s) of this Warrant shall have the right to exercise such new Warrant and procure upon such exercise in lieu of each share of Warrant Stock theretofore issuable upon exercise of this Warrant the kind and the highest amount of shares of Stock, other securities, money and property receivable upon such recapitalization, reorganization, reclassification, change, consolidation, merger, sale or transfer by a Holder of one share of Common Stock issuable upon exercise of this Warrant shall be adjusted from time to time upon the occurrence of the following events: (a) Dividend, Subdivision, Combination or Reclassification of Common Stock. If the Company shall, at any time or from time to time, (i) declare a dividend on the Common Stock payable in shares of its capital stock (including Common Stock), (ii) subdivide the outstanding Common Stock into a larger number of shares of Common Stock, (iii) combine the outstanding Common Stock into a smaller number of shares of its Common Stock, or (iv) issue any shares of its capital stock in a 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 such case, the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable on such date shall be proportionately adjusted so that the Holder of any Warrant exercised after such date shall be entitled to receive, upon payment of the same aggregate amount as would have been payable before such date, the aggregate number and kind of shares of capital stock which, if such Warrant had it been exercised immediately prior to such daterecapitalization, such Holder would have owned upon such exercise and been entitled to receive by virtue of such dividendreorganization, subdivisionreclassification, combination change, consolidation, merger sale or reclassification. Any such adjustment shall become effective immediately after the record date of such dividend or the effective date of such subdivision, combination or reclassificationtransfer. Such adjustment new Warrant shall provide for adjustments which shall be made successively whenever any event listed above as nearly equivalent as may be practicable to the adjustments provided for in this Section 4. The provisions of this subsection (a) shall occur. If a dividend is declared similarly apply to successive recapitalizations, reorganizations, reclassifications, changes, consolidations, mergers, sales and such dividend is not paid, the Purchase Price shall again be adjusted to be the Purchase Price in effect immediately prior to such record datetransfers.

Adjustment of Purchase Price and Number of Shares. The following adjustments to the Purchase Price shall apply (1) upon and after a Qualified Public Offering, to the Purchase Price established pursuant to Section 1.b.(i), and (2) prior to a Qualified Public Offering, to the Purchase Price established pursuant to Section 1.b.(ii). a. The Purchase Price hereof shall be subject to adjustment from time to time. In case the Company shall (i) pay a dividend on its Common Stock in Common Stock, (ii) subdivide its outstanding shares of Common Stock, or (iii) combine its outstanding shares of Common Stock into a smaller number of shares, then, in such an event, the Purchase Price in effect immediately prior thereto shall be adjusted proportionately so that the adjusted Purchase Price will bear the same relation to the Purchase Price in effect immediately prior to any such event as the total number of shares of Common Stock outstanding immediately prior to any such event shall bear to the total number of shares of Common Stock outstanding immediately after such event. An adjustment made pursuant to this Subsection 5.a. (a) shall become effective retroactively immediately after the record date in the case of a dividend and (b) shall become effective immediately after the effective date in the case of a subdivision or combination. The Purchase Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein. b. Upon each adjustment of the Purchase Price pursuant to Subsection 5.a., the number of shares of Common Stock issuable purchasable upon exercise of this Warrant shall be adjusted from time to time upon the occurrence of the following events: (a) Dividend, Subdivision, Combination or Reclassification of Common Stock. If the Company shall, at any time or from time to time, (i) declare a dividend on the Common Stock payable in shares of its capital stock (including Common Stock), (ii) subdivide the outstanding Common Stock into a larger number of shares of Common Stock, rounded down to the nearest whole share, obtained by multiplying (iiii) combine the outstanding Common Stock into a smaller number of shares of its Common Stock purchasable immediately prior to such adjustment upon the exercise of this Warrant, (ii) by the Purchase Price in effect prior to such adjustment, and (iii) dividing the product so obtained by the new Purchase Price. For avoidance of doubt, the number of shares of Common Stock purchasable upon exercise of this Warrant shall be adjusted in the same manner as provided in this Subsection 5.b. in connection with any change in the Purchase Price from the Purchase Price established pursuant to Section 1.b.(ii) to the Purchase Price established pursuant to Section 1.b.(i) upon a Qualified Public Offering. c. In case of any capital reorganization of the Company, or of any reclassification of the Common Stock, this Warrant shall be exercisable after such capital reorganization or (iv) issue any reclassification upon the terms and conditions specified in this Warrant, for the number of shares of its stock or other securities which the Common Stock issuable (at the time of such capital stock in reorganization or reclassification) upon exercise of this Warrant would have been entitled to receive upon such capital reorganization or reclassification if such exercise had taken place immediately prior to such action. The subdivision or combination of shares of Common Stock at any time outstanding into a greater or lesser number of shares of Common Stock shall not be deemed to be a reclassification of the Common Stock (including any such reclassification in connection with a consolidation or merger in which of the Company is for the continuing corporation), then in each such case, purposes of this Subsection 5.c. d. Whenever the Purchase Price is adjusted as herein provided, the Company shall compute the adjusted Purchase Price in effect at accordance with Subsection 5.a. and shall prepare a certificate signed by its chief financial officer setting forth the time of adjusted Purchase Price and showing in reasonable detail the record date for such dividend or of the effective date method of such subdivision, combination or reclassificationadjustment and the fact requiring the adjustment and upon which such calculation is based, and such certificate shall forthwith be forwarded to the Holder. e. The form of this Warrant need not be changed because of any change in the Purchase Price pursuant to this Section 5, and any Warrant issued after such change may state the same Purchase Price and the same number and kind of shares of capital stock issuable on such date Common Stock as are stated in this Warrant as initially issued. The Company, however, may at any time in its sole discretion (which shall be proportionately adjusted so conclusive) make any change in the form of this Warrant that it may deem appropriate and that does not affect the Holder of any Warrant exercised after such date shall be entitled to receive, upon payment of the same aggregate amount as would have been payable before such date, the aggregate number and kind of shares of capital stock which, if such Warrant had been exercised immediately prior to such date, such Holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassificationsubstance thereof. Any such adjustment shall become effective immediately after Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the record date of such dividend or the effective date of such subdivision, combination or reclassification. Such adjustment shall be made successively whenever any event listed above shall occur. If a dividend is declared and such dividend is not paid, the Purchase Price shall again be adjusted to be the Purchase Price in effect immediately prior to such record dateform as so changed.

Adjustment of Purchase Price and Number of Shares. The Purchase Price and the number of shares of Common Stock issuable upon exercise of with respect to which this Warrant is exercisable (the "Exercise Rate") shall be adjusted subject to adjustment from time to time upon the occurrence of the following eventsas follows: a. In case the Company shall (ax) Dividend, Subdivision, Combination pay a dividend in or Reclassification make a distribution of Common Stock on outstanding Common Stock. If the Company shall, at any time or from time to time, (i) declare a dividend on the Common Stock payable in shares of its capital stock (including Common Stock), (iiy) subdivide the outstanding Common Stock into a larger number of shares of Common StockStock by reclassification or otherwise, or (iiiz) combine the outstanding Common Stock into a smaller number of shares of its Common StockStock by reclassification or otherwise, or (iv) issue any the Exercise Rate in effect immediately prior thereto shall be adjusted proportionately so that the holder of this Warrant thereafter exercised shall be entitled to receive the number of shares of its capital stock in a reclassification of the Common Stock that such holder would have owned after the happening of any of the events described above had such warrant been exercised immediately prior to the happening of such event. An adjustment made pursuant to this subsection (including a) shall become effective retroactively to immediately after the record date in the case of a share dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision or combination. b. In case of any such capital reorganization or reclassification of the shares of Common Stock (except as provided in connection with a subsection (a) above), or in case of any consolidation or merger to which the Company is a party (other than a merger in which the Company is the continuing corporationsurviving corporation and which does not result in any capital reorganization or reclassification of Common Stock), then or in each such case, the Purchase Price in effect at the time case of any sale or conveyance to another corporation of all or substantially all of the record date for such dividend or property and assets of the effective date Company, and if, in connection with any such consolidation, merger, sale or conveyance, shares or other securities or property shall be issuable or deliverable in exchange for shares of Common Stock, provision shall be made as part of the terms of such subdivision, combination capital reorganization or reclassification, and the number and kind of shares of capital stock issuable on such date shall be proportionately adjusted so consolidation, merger, sale or conveyance that the Holder holder of any this Warrant thereafter exercised after shall have the right upon such date shall be entitled exercise to receive, upon payment of receive the same aggregate kind and amount of stock and other securities and property as would have been payable before receivable upon such datecapital reorganization or reclassification, consolidation, merger, sale or conveyance by a holder of the aggregate number and kind of shares of capital stock which, if Common Stock with respect to which such Warrant had might have been exercised immediately prior thereto. In any such case, appropriate provision (as determined to be equitable in the business judgment of the Board of Directors) shall be made for the application of Section 4 with respect to the rights and interests thereafter of the holder of this Warrant to the end that such Section (including adjustments of the Exercised Rate) shall be reflected thereafter, as nearly as reasonably practicable, in all subsequent exercises of this Warrant. The Company shall not effect any such consolidation, merger or sale, unless prior to the consummation thereof, the successor corporation (if other than the Company) resulting from consolidation or merger or the corporation purchasing such assets assumes by written instrument (in a manner determined to be equitable in the business judgment of the Board of Directors to the holder of this Warrant), the obligation to deliver to such dateholder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such Holder would have owned upon such exercise and been holder may be entitled to receive acquire. c. In case the Company shall offer shares of Common Stock or securities convertible into or exchangeable for Common Stock or rights, options or warrants to subscribe for or purchase shares of its Common Stock or securities convertible into or exchangeable for Common Stock (including, without limitation, any offering of rights or warrants entitling holders of shares of Common Stock to purchase Common Stock or securities convertible or exchangeable into Common Stock) at a price per share equal to or less than $1.50 each, the number of shares of its Common Stock with respect to which this Warrant is exercisable thereafter shall be determined by virtue multiplying the number of shares of Common Stock with respect to which this Warrant was exercisable theretofore by a fraction (not to be less than one), of which the numerator shall be the number of shares of Common Stock outstanding immediately prior to such dividend, subdivision, combination or reclassification. Any such adjustment shall become effective immediately after the record date plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding immediately prior to such dividend or record date plus the effective date number of such subdivision, combination or reclassificationshares of Common Stock which the aggregate offering price of the total number of shares being offered would purchase at $1.50 per share. Such adjustment shall be made successively whenever any event listed above such Common Stock or rights, options or other securities are issued and shall occurbecome retroactively effective immediately after the record date. If a dividend This paragraph c. shall not apply to the Warrants that were issued in connection with the Series E Redeemable Convertible Preferred Stock which was issued on or about October 31, 1996 The foregoing provisions for adjustment of the Exercise Rate shall apply in each successive instance in which an adjustment is declared and required thereby. No adjustment in the Exercise Rate resulting from the application of the foregoing provisions is to be given effect unless, by making such dividend is not paidadjustment, the Purchase Price shall again be adjusted to be the Purchase Price Exercise Rate in effect immediately prior to such adjustment would be changed thereby by 1% or more, but any adjustment that would change the Exercise Rate by less than 1% is to be carried forward and given effect in making future adjustments. All calculations under this Section 4 shall be made to the nearest one-hundredth (1/100th) of a share. Shares of Common Stock owned by or held for the account of the Company shall not be deemed to be outstanding for the purposes of any computation made under this Section 4. Whenever the number of shares of Common Stock deliverable upon the exercise of this Warrant shall be adjusted pursuant to the provisions hereof, the Company shall forthwith file at its principal office and with any transfer agent for the Common Stock a statement, signed by the President or one of the Vice-Presidents of the Company and by its Treasurer or one of its Assistant Treasurers, stating the adjusted number of shares of Common Stock deliverable with respect to this Warrant and setting forth in reasonable detail the method of calculation and the facts requiring such adjustment and upon which such calculation is based, and shall mail a notice of such adjustment to the holder of record date.of this Warrant. Each adjustment shall remain in effect until a subsequent adjustment hereunder is required. In the event:

Adjustment of Purchase Price and Number of Shares. The Purchase Price and the number of shares of Common Stock issuable upon exercise of this Warrant shall be adjusted from time to time upon the occurrence of the following events: (a) Dividend, Subdivision, Combination or Reclassification of Common Stock. If the Company shall, at any time or from time to time, (i) declare a dividend on the Common Stock payable in shares of its capital stock (including Common Stock), (ii) subdivide the outstanding Common Stock into a larger number of shares of Common Stock, (iii) combine the outstanding Common Stock into a smaller number of shares of its Common Stock, or (iv) issue any shares of its capital stock in a 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 such case, the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable on such date shall be proportionately adjusted so that the Holder of any Warrant exercised after such date shall be entitled to receive, upon payment of the same aggregate amount as would have been payable before such date, the aggregate number and kind of shares of capital stock which, if such Warrant had been exercised immediately prior to such date, such Holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification. Any such adjustment shall become effective immediately after the record date of such dividend or the effective date of such subdivision, combination or reclassification. Such adjustment shall be made successively whenever any event listed above shall occur. If a dividend is declared and such dividend is not paid, the Purchase Price shall again be adjusted to be the Purchase Price in effect immediately prior to such record date (giving effect to all adjustments that otherwise would be required to be made pursuant to this Section 3 from and after such record date).

Adjustment of Purchase Price and Number of Shares. The Purchase Price and the number of shares of Common Stock issuable upon exercise of this Warrant shall be adjusted from time to time upon the occurrence of the following events: (a) Dividend, Subdivision, Combination or Reclassification of Common Stock. If In case the Company shall, at any time or from time to time, shall (i) declare pay a dividend on the its Common Stock payable in shares of its capital stock (including Common Stock), (ii) subdivide the its outstanding Common Stock into a larger number of shares of Common Stock, or (iii) combine the its outstanding shares of Common Stock into a smaller small number of shares of its Common Stockshares, or (iv) issue any shares of its capital stock then, in a 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 such casean event, the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable on such date immediately prior thereto shall be adjusted proportionately adjusted so that the Holder of any Warrant exercised after such date shall be entitled to receive, upon payment of adjusted Purchase Price will bear the same aggregate amount as would have been payable before such date, the aggregate number and kind of shares of capital stock which, if such Warrant had been exercised immediately prior relation to such date, such Holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification. Any such adjustment shall become effective immediately after the record date of such dividend or the effective date of such subdivision, combination or reclassification. Such adjustment shall be made successively whenever any event listed above shall occur. If a dividend is declared and such dividend is not paid, the Purchase Price shall again be adjusted to be the Purchase Price in effect immediately prior to any such event as the total number of shares of Common Stock outstanding immediately prior to any such event shall bear to the total number of shares of Common Stock outstanding immediately after such event. An adjustment made pursuant to this subdivision (a), (i) shall become effective retroactively immediately after the record datedate in the case of a dividend and (ii) shall become effective immediately after the effective date in the case of a subdivision or combination. The Purchase Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein. (b) In case the Company shall distribute to holders of shares of Common Stock Other Securities, evidences of its indebtedness or assets (excluding cash dividends or distributions) or purchase rights, options or warrants to subscribe for or purchase such Other Securities, evidences of indebtedness or assets, then in each such case the Purchase Price in effect thereafter shall be determined by multiplying the Purchase Price in effect immediately prior thereto by a fraction, the numerator of which shall be the total number of then-outstanding shares of Common Stock multiplied by the current market price per share of Common Stock on the record date mentioned below, less the fair market value of the Other Securities, assets or evidences of indebtedness so distributed or of such rights, options or warrants as determined by the then current trading price of such Other Securities, assets or evidences of indebtedness so distributed or of such rights, options or warrants or, if there is no such active trading market, in the good faith determination of the Board of Directors, and the denominator of which shall be the total number of outstanding shares of Common Stock multiplied by such current market price per share of Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively immediately after the record date for the determination of stockholders entitled to receive such distribution.

Adjustment of Purchase Price and Number of Shares. The Purchase Price ------------------------------------------------- and the number of shares of Common Stock issuable upon exercise of this Warrant Shares shall be adjusted from time to time upon the occurrence of the following events:events occurring after the initial issuance of this Warrant which shall be applied retroactively to the number of shares which are issuable upon exercise of this Warrant as computed on the Vesting Date. (a) Dividend, Subdivision, Combination or Reclassification of Common ---------------------------------------------------------------- Stock. If the Company shall, at any time or from time to time, (i) declare a ----- dividend on the Common Stock payable in shares of its capital stock (including Common Stock), (ii) subdivide the outstanding Common Stock into a larger number of shares of Common Stock, (iii) combine the outstanding Common Stock into a smaller number of shares of its Common Stock, or (iv) issue any shares of its capital stock in a 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 such case, the Purchase ==== Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable on such date shall be proportionately adjusted so that the Holder of any Warrant exercised after such date shall be entitled to receive, upon payment of the same aggregate amount as would have been payable before such date, the aggregate number and kind of shares of capital stock which, if such Warrant had been exercised immediately prior to such date, such Holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification. Any such adjustment shall become effective immediately after the record date of such dividend or the effective date of such subdivision, combination or reclassification. Such adjustment shall be made successively whenever any event listed above shall occur. If a dividend is declared and such dividend is not paid, the Purchase Price shall again be adjusted to be the Purchase Price in effect immediately prior to such record date.

Adjustment of Purchase Price and Number of Shares. The Purchase Price ------------------------------------------------- and the number of shares of Common Stock issuable upon exercise of this Warrant Shares shall be adjusted from time to time upon the occurrence of the following events: (a) Dividend, Subdivision, Combination or Reclassification of Common ---------------------------------------------------------------- Stock. If the Company shall, at any time or from time to time, (i) declare a ----- dividend on the Common Stock payable in shares of its capital stock (including Common Stock), (ii) subdivide the outstanding Common Stock into a larger number of shares of Common Stock, (iii) combine the outstanding Common Stock into a smaller number of shares of its Common Stock, or (iv) issue any shares of its capital stock in a 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 such case, the Purchase ==== Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable on such date shall be proportionately adjusted so that the Holder of any Warrant exercised after such date shall be entitled to receive, upon payment of the same aggregate amount as would have been payable before such date, the aggregate number and kind of shares of capital stock which, if such Warrant had been exercised immediately prior to such date, such Holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification. Any such adjustment shall become effective immediately after the record date of such dividend or the effective date of such subdivision, combination or reclassification. Such adjustment shall be made successively whenever any event listed above shall occur. If a dividend is declared and such dividend is not paid, the Purchase Price shall again be adjusted to be the Purchase Price in effect immediately prior to such record date.

Adjustment of Purchase Price and Number of Shares. The Purchase Price and the number of shares of Common Stock issuable upon exercise of this Warrant shall be adjusted from time to time upon the occurrence of the following events: (a) Dividend: DIVIDEND, SubdivisionSUBDIVISION, Combination or Reclassification of Common StockCOMBINATION OR RECLASSIFICATION OF COMMON STOCK. If the Company shall, at any time or from time to time, (i) declare a dividend on the Common Stock payable in shares of its capital stock (including Common Stock), (ii) subdivide the outstanding Common Stock into a larger number of shares of Common Stock, (iii) combine the outstanding Common Stock into a smaller number of shares of its Common Stock, or (iv) issue any shares of its capital stock in a 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 such case, the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable on such date shall be proportionately adjusted so that the Holder of any Warrant exercised after such date shall be entitled to receive, upon payment of the same aggregate amount as would have been payable before such date, the aggregate number and kind of shares of capital stock which, if such Warrant had been exercised immediately prior to such date, such Holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification. Any such adjustment shall become effective immediately after the record date of such dividend or the effective date of such subdivision, combination or reclassification. Such adjustment shall be made successively whenever any event listed above shall occur. If a dividend is declared and such dividend is not paid, the Purchase Price shall again be adjusted to be the Purchase Price in effect immediately prior to such record date (giving effect to all adjustments that otherwise would be required to be made pursuant to this Section 3 from and after such record date).

Adjustment of Purchase Price and Number of Shares. 3.1 The Purchase Price hereof shall be subject to adjustment from time to time as follows: in case the Company shall (i) pay a dividend on its Common Stock, (ii) subdivide its outstanding shares of Common Stock, or (iii) combine its outstanding shares of Common Stock into a small number of shares, then, in such an event, the Purchase Price in effect immediately prior thereto shall be adjusted proportionately so that the adjusted Purchase Price will bear the same relation to the Purchase Price in effect immediately prior to any such event as the total number of shares of Common Stock outstanding immediately prior to any such event shall bear to the total number of shares of Common Stock outstanding immediately after such event. An adjustment made pursuant to this Subsection 3.1, (i) shall become effective retroactively immediately after the record date in the case of a dividend and (ii) shall become effective immediately after the effective date in the case of a subdivision or combination. The Purchase Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein. 3.2 Notwithstanding anything in Subsection 3.1, in no event xxxx the Purchase Price exceed one ($1.00) dollar per Share. 3.3 Upon each adjustment of the Purchase Price pursuant to Subsection 3.1, the number of shares of Common Stock issuable purchasable upon exercise of this Warrant shall be adjusted from time to time upon the occurrence of the following events: (a) Dividend, Subdivision, Combination or Reclassification of Common Stock. If the Company shall, at any time or from time to time, (i) declare a dividend on the Common Stock payable in shares of its capital stock (including Common Stock), (ii) subdivide the outstanding Common Stock into a larger number of shares of Common Stock, (iii) combine calculated to the outstanding Common Stock into nearest one hundredth of a smaller share, obtained by multiplying the number of shares of its Common Stock purchasable immediately prior to such adjustment upon the exercise of this Warrant by the Purchase Price in effect prior to such adjustment and dividing the product so obtained by the new Purchase Price. 3.4 In case of any capital reorganization of the Company, or of any reclassification of the Common Stock, this Warrant shall be exercisable after such capital reorganization or (iv) issue any reclassification upon the terms and conditions specified in this Warrant, for the number of shares of its stock or other securities which the Common Stock issuable (at the time of such capital stock in reorganization or reclassification) upon exercise of this Warrant Certificate would have been entitled to receive upon such capital reorganization or reclassification if such exercise had taken place immediately prior to such action. The subdivision or combination of shares of Common Stock at any time outstanding into a greater or lesser number of shares of Common Stock shall not be deemed to be a reclassification of the Common Stock (including any such reclassification in connection with a consolidation or merger in which of the Company is for the continuing corporation), then in each such case, purposes of this Subsection 3.4. 3.5 Whenever the Purchase Price is adjusted as herein provided, the Company shall compute the adjusted Purchase Price in effect at the time accordance with Subsection 3.1 and shall prepare a certificate signed by its Chairman of the record date for such dividend or Board, Vice Chairman of the effective Board, President or Vice President and its principal accounting officer setting forth the adjusted Purchase Price and showing in reasonable detail the method of such adjustment and the fact requiring the adjustment and upon which such calculation is based, and such certificate shall forthwith be forwarded to the Investor. 3.6 In case at any time after the date of such subdivision, combination this Warrant: (a) The Company shall declare a dividend (or reclassification, and any other distribution) on its shares of Common Stock payable otherwise than in cash out of its earned surplus; or (b) The Company shall authorize the number and kind granting to the holders of its shares of Common Stock of rights to subscribe for or purchase any shares of capital stock issuable on such date shall be proportionately adjusted so that the Holder of any Warrant exercised after class or of any other rights; or (c) The Company shall authorize any reclassification of the shares of its Common Stock (other than a subdivision or combination of its outstanding shares of Common Stock), or any consolidation or merger to which it is a party and for which approval of any shareholders of the Company is required, or the sale or transfer of all or substantially all of its assets or all or substantially all of its issued and outstanding stock; or (d) Events shall have occurred resulting in the voluntary and involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause notice to be sent to the Investor at least 20 days prior (or 10 days prior in any case specified in clause (a) or (b) above, or on the date of any case specified in clause (d) above) to the applicable record date hereinafter specified, a notice stating (1) the date on which a record is to be taken for the purpose of such dividend, distribution or rights, or, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record to be entitled to such dividend, distribution or rights are to be determined or (2) the date on which such reclassification, consolidation, merger, sale, transfer, initial public offering, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of shares of Common Stock of record shall be entitled to receiveexchange their shares for securities or other property deliverable upon such reclassification, upon payment consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Failure to give any such notice of any defect therein shall not affect the validity of the same aggregate amount as would have been payable before such dateproceedings referred to in clauses (a), the aggregate number (b), (c) and kind of shares of capital stock which, if such Warrant had been exercised immediately prior to such date, such Holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification. Any such adjustment shall become effective immediately after the record date of such dividend or the effective date of such subdivision, combination or reclassification. Such adjustment shall be made successively whenever any event listed above shall occur. If a dividend is declared and such dividend is not paid, the Purchase Price shall again be adjusted to be the Purchase Price in effect immediately prior to such record date(d) above.

Adjustment of Purchase Price and Number of Shares. 3.1 The Purchase Price hereof shall be subject to adjustment from time to time as follows: In case the Company shall (i) pay a dividend on its Common Stock, (ii) subdivide its outstanding shares of Common Stock, or (iii) combine its outstanding shares of Common Stock into a small number of shares, then, in such an event, the Purchase Price in effect immediately prior thereto shall be adjusted proportionately so that the adjusted Purchase Price will bear the same relation to the Purchase Price in effect immediately prior to any such event as the total number of shares of Common Stock outstanding immediately prior to any such event shall bear to the total number of shares of Common Stock outstanding immediately after such event. An adjustment made pursuant to this Subsection 3.1, (i) shall become effective retroactively immediately after the record date in the case of a dividend and (ii) shall become effective immediately after the effective date in the case of a subdivision or combination. The Purchase Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein. 3.2 Notwithstanding anything in Subsection 3.1, in no event will the Purchase Price exceed one ($1.00) dollar per Share. 3.3 Upon each adjustment of the Purchase Price pursuant to Subsection 3.1, the number of shares of Common Stock issuable purchasable upon exercise of this Warrant shall be adjusted from time to time upon the occurrence of the following events: (a) Dividend, Subdivision, Combination or Reclassification of Common Stock. If the Company shall, at any time or from time to time, (i) declare a dividend on the Common Stock payable in shares of its capital stock (including Common Stock), (ii) subdivide the outstanding Common Stock into a larger number of shares of Common Stock, (iii) combine calculated to the outstanding Common Stock into nearest one hundredth of a smaller share, obtained by multiplying the number of shares of its Common Stock purchasable immediately prior to such adjustment upon the exercise of this Warrant by the Purchase Price in effect prior to such adjustment and dividing the product so obtained by the new Purchase Price. 3.4 In case of any capital reorganization of the Company, or of any reclassification of the Common Stock, this Warrant shall be exercisable after such capital reorganization or (iv) issue any reclassification upon the terms and conditions specified in this Warrant, for the number of shares of its stock or other securities which the Common Stock issuable (at the time of such capital stock in reorganization or reclassification) upon exercise of this Warrant Certificate would have been entitled to receive upon such capital reorganization or reclassification if such exercise had taken place immediately prior to such action. The subdivision or combination of shares of Common Stock at any time outstanding into a greater or lesser number of shares of Common Stock shall not be deemed to be a reclassification of the Common Stock (including any such reclassification in connection with a consolidation or merger in which of the Company is for the continuing corporation), then in each such case, purposes of this Subsection 3.4. 3.5 Whenever the Purchase Price is adjusted as herein provided, the Company shall compute the adjusted Purchase Price in effect at the time accordance with Subsection 3.1 and shall prepare a certificate signed by its Chairman of the record date for such dividend or Board, Vice Chairman of the effective Board, President or Vice President and its principal accounting officer setting forth the adjusted Purchase Price and showing in reasonable detail the method of such adjustment and the fact requiring the adjustment and upon which such calculation is based, and such certificate shall forthwith be forwarded to the Investor. 3.6 In case at any time after the date of such subdivision, combination this Warrant: (a) The Company shall declare a dividend (or reclassification, and any other distribution) on its shares of Common Stock payable otherwise than in cash out of its earned surplus; or (b) The Company shall authorize the number and kind granting to the holders of its shares of Common Stock of rights to subscribe for or purchase any shares of capital stock issuable on such date shall be proportionately adjusted so that the Holder of any Warrant exercised after class or of any other rights; or (c) The Company shall authorize any reclassification of the shares of its Common Stock (other than a subdivision or combination of its outstanding shares of Common Stock), or any consolidation or merger to which it is a party and for which approval of any shareholders of the Company is required, or the sale or transfer of all or substantially all of its assets or all or substantially all of its issued and outstanding stock; or (d) Events shall have occurred resulting in the voluntary and involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause notice to be sent to the Investor at least 20 days prior (or 10 days prior in any case specified in clause (a) or (b) above, or on the date of any case specified in clause (d) above) to the applicable record date hereinafter specified, a notice stating (1) the date on which a record is to be taken for the purpose of such dividend, distribution or rights, or, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record to be entitled to such dividend, distribution or rights are to be determined or (2) the date on which such reclassification, consolidation, merger, sale, transfer, initial public offering, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of shares of Common Stock of record shall be entitled to receiveexchange their shares for securities or other property deliverable upon such reclassification, upon payment consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Failure to give any such notice of any defect therein shall not affect the validity of the same aggregate amount as would have been payable before such dateproceedings referred to in clauses (a), the aggregate number (b), (c) and kind of shares of capital stock which, if such Warrant had been exercised immediately prior to such date, such Holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification. Any such adjustment shall become effective immediately after the record date of such dividend or the effective date of such subdivision, combination or reclassification. Such adjustment shall be made successively whenever any event listed above shall occur. If a dividend is declared and such dividend is not paid, the Purchase Price shall again be adjusted to be the Purchase Price in effect immediately prior to such record date(d) above.

Adjustment of Purchase Price and Number of Shares. The Purchase Price and the number of shares of Common Stock issuable upon exercise of with respect to which this Warrant is exercisable (the "Exercise Rate") shall be adjusted subject to adjustment from time to time upon the occurrence of the following eventsas follows: a. In case the Company shall (ax) Dividend, Subdivision, Combination pay a dividend in or Reclassification make a distribution of Common Stock on outstanding Common Stock. If the Company shall, at any time or from time to time, (i) declare a dividend on the Common Stock payable in shares of its capital stock (including Common Stock), (iiy) subdivide the outstanding Common Stock into a larger number of shares of Common StockStock by reclassification or otherwise, or (iiiz) combine the outstanding Common Stock into a smaller number of shares of its Common StockStock by reclassification or otherwise, or (iv) issue any the Exercise Rate in effect immediately prior thereto shall be adjusted proportionately so that the holder of this Warrant thereafter exercised shall be entitled to receive the number of shares of its capital stock in a reclassification of the Common Stock that such holder would have owned after the happening of any of the events described above had such warrant been exercised immediately prior to the happening of such event. An adjustment made pursuant to this subparagraph (including a) shall become effective retroactively to immediately after the record date in the case of a share dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision or combination. b. In case of any such capital reorganization or reclassification of the shares of Common Stock (except as provided in connection with a subparagraph (a) above), or in case of any consolidation or merger to which the Company is a party (other than a merger in which the Company is the continuing corporationsurviving corporation and which does not result in any capital reorganization or reclassification of Common Stock), then or in each such case, the Purchase Price in effect at the time case of any sale or conveyance to another corporation of all or substantially all of the record date for such dividend or property and assets of the effective date Company, and if, in connection with any such consolidation, merger, sale or conveyance, shares or other securities or property shall be issuable or deliverable in exchange for shares of Common Stock, provision shall be made as part of the terms of such subdivision, combination capital reorganization or reclassification, and the number and kind of shares of capital stock issuable on such date shall be proportionately adjusted so consolidation, merger, sale or conveyance that the Holder holder of any this Warrant thereafter exercised after shall have the right upon such date shall be entitled exercise to receive, upon payment of receive the same aggregate kind and amount of stock and other securities and property as would have been payable before receivable upon such datecapital reorganization or reclassification, consolidation, merger, sale or conveyance by a holder of the aggregate number and kind of shares of capital stock which, if Common Stock with respect to which such Warrant had might have been exercised immediately prior thereto. In any such case, appropriate provision (as determined to be equitable in the business judgment of the Board of Directors) shall be made for the application of Section 4 with respect to the rights and interests thereafter of the holder of this Warrant to the end that such Section (including adjustments of the Exercised Rate) shall be reflected thereafter, as nearly as reasonably practicable, in all subsequent exercises of this Warrant. The Company shall not effect any such consolidation, merger or sale, unless prior to the consummation thereof, the successor corporation (if other than the Company) resulting from consolidation or merger or the corporation purchasing such assets assumes by written instrument (in a manner determined to be equitable in the business judgment of the Board of Directors to the holder of this Warrant), the obligation to deliver to such dateholder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such Holder would have owned upon such exercise and been holder may be entitled to receive acquire. c. In case the Company shall issue (other than pursuant to a Rights Offering as defined in the Company's Certificate of Designation, Preferences and Rights of Series E Redeemable Convertible Preferred Stock) pro rata to the holders of shares of its Common Stock rights or warrants entitling them, during a period not exceeding 30 days after the record date mentioned below, to subscribe for or purchase only shares of its Common Stock at a price per share less than the average of the Current Market Price (as defined in Section 6) of the Common Stock for the 30 consecutive trading days commencing 45 days before such record date (the "Average Market Price"), the number of shares of its Common Stock with respect to which this Warrant is exercisable thereafter shall be determined by virtue multiplying the number of shares of Common Stock with respect to which this Warrant was exercisable theretofore by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding immediately prior to such dividendrecord date plus the number of additional shares of Common Stock offered for subscription or purchase, subdivision, combination or reclassificationand of which the denominator shall be the number of shares of Common Stock outstanding immediately prior to such record date plus the number of shares of Common Stock which the aggregate offering pr ice of the total number of shares being offered would purchase at such Average Market Price. Any such Such adjustment shall be made whenever such rights or warrants are issued and shall become retroactively effective immediately after the record date for the determination of the stockholders entitled to receive such rights or warrants. To the extent that shares of Common Stock are not delivered after the expiration of such dividend rights or warrants, the effective Exercise Rate shall be readjusted to the Exercise Rate that would then be in effect had the adjustments made upon the issuance of such rights or warrants been made upon the basis of delivery of only the number of shares of Common Stock actually delivered. d. In case the Company shall issue (except pursuant to a Rights Offering as defined in subparagraph (c) above) pro rata to the holders of shares of its Common Stock rights or warrants to subscribe for or purchase only (x) shares of its Common Stock except as described in subparagraph (c) above, or (y) units consisting of shares of Common Stock and warrants to purchase shares of Common Stock, the number of shares of its Common Stock with respect to which this Warrant is exercisable thereafter shall be determined by multiplying the number of shares of Common Stock with respect to which this Warrant was exercisable theretofore by a fraction, of which the numerator shall be the Average Market Price for a share of Common Stock determined as of the record date mentioned below, and of which the denominator shall be such Average Market Price less the fair market value (as determined in the business judgment of the Board of Directors) as of such record date of such subdivision, combination the rights or reclassificationwarrants distributed pro rata to one of the outstanding shares of Common Stock. Such adjustment shall be made successively whenever any event listed above such distribution is made and shall occurbecome retroactively effective immediately after the record date for the determination of stockholders entitled to receive such rights or warrants. If a dividend The foregoing provisions for adjustment of the Exercise Rate shall apply in each successive instance in which an adjustment is declared and required thereby. No adjustment in the Exercise Rate resulting from the application of the foregoing provisions is to be given effect unless, by making such dividend is not paidadjustment, the Purchase Price shall again be adjusted to be the Purchase Price Exercise Rate in effect immediately prior to such adjustment would be changed thereby by 1% or more, but any adjustment that would change the Exercise Rate by less than 1% is to be carried forward and given effect in making future adjustments; provided, however, that each adjustment of the Exercise Rate shall in all events be made no later than three years from the date such adjustment would have been required to be made except for the provisions of this sentence. All calculations under this Section 4 shall be made to the nearest one-hundredth (1/100th) of a share. Shares of Common Stock owned by or held for the account of the Company shall not be deemed to be outstanding for the purposes of any computation made under this Section 4. Whenever the number of shares of Common Stock deliverable upon the exercise of this Warrant shall be adjusted pursuant to the provisions hereof, the Company shall forthwith file at its principal office and with any transfer agent for the Common Stock a statement, signed by the President or one of the Vice-Presidents of the Company and by its Treasurer or one of its Assistant Treasurers, stating the adjusted number of shares of Common Stock deliverable with respect to this Warrant and setting forth in reasonable detail the method of calculation and the facts requiring such adjustment and upon which such calculation is based, and shall mail a notice of such adjustment to the holder of record date.of this Warrant. Each adjustment shall remain in effect until a subsequent adjustment hereunder is required. In the event:

Adjustment of Purchase Price and Number of Shares. The Purchase Price and the number of shares of Common ----------------------------------------------------------- Stock issuable upon exercise of this Warrant shall be adjusted from time to time upon the occurrence of the following events:Deliverable. ----------------- (ai) DividendExcept as hereinafter provided, Subdivision, Combination or Reclassification of Common Stock. If in the event the Company shall, at any time or from time to timetime after the date hereof up to the Warrant Exercise Expiration Date, (i) declare a dividend on the issue any shares of Common Stock payable in as a stock dividend to the holders of Common Stock, or subdivide or combine the outstanding shares of its capital stock (including Common Stock), (ii) subdivide the outstanding Common Stock into a larger greater or lesser number of shares (any such issuance, subdivision or combination being herein called a "Change of Shares"), then, and thereafter upon each further Change of Shares, the Purchase Price for the Warrants (whether or not the same shall be issued and outstanding) in effect immediately prior to such Change of Shares shall be changed to a price (including any applicable fraction of a cent to the nearest cent) determined by dividing (i) the sum of (a) the total number of shares of Common Stock, (iii) combine the Stock issued and outstanding Common Stock into a smaller number of shares of its Common Stock, or (iv) issue any shares of its capital stock in a 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 such case, the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable on such date shall be proportionately adjusted so that the Holder of any Warrant exercised after such date shall be entitled to receive, upon payment of the same aggregate amount as would have been payable before such date, the aggregate number and kind of shares of capital stock which, if such Warrant had been exercised immediately prior to such dateChange of Shares, such Holder would have owned upon such exercise and been entitled to receive multiplied by virtue of such dividend, subdivision, combination or reclassification. Any such adjustment shall become effective immediately after the record date of such dividend or the effective date of such subdivision, combination or reclassification. Such adjustment shall be made successively whenever any event listed above shall occur. If a dividend is declared and such dividend is not paid, the Purchase Price shall again be adjusted to be the Purchase Price in effect immediately prior to such Change of Shares, and (b) the consideration, if any, received by the Company upon such issuance, subdivision or combination by (ii) the total number of shares of Common Stock issued and outstanding immediately after such Change of Shares; provided, however, that in no event shall the Purchase Price be adjusted pursuant to this computation to an amount in excess of the Purchase Price immediately prior to such computation, except in the case of a combination of outstanding shares of Common Stock. For the purposes of any adjustment to be made in accordance with this Section 9, shares of Common Stock issuable by way of dividend or other distribution shall be deemed to have been issued immediately after the opening of business on the day following the record datedate for the determination of stockholders entitled to receive such dividend or other distribution and shall be deemed to have been issued without consideration. (ii) Upon each adjustment of the Purchase Price pursuant to this Section 9, the number of shares of Common Stock purchasable upon the exercise of each Warrant shall be the number derived by multiplying the number of shares of Common Stock purchasable immediately prior to such adjustment by the Purchase Price in effect prior to such adjustment and dividing the product so obtained by the applicable adjusted Purchase Price. (b) In the event, at any time or from time to time after the date hereof up to the Warrant Exercise Expiration Date, of any reclassification or change of outstanding shares of Common Stock issuable upon exercise of the Warrants (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 subdivision or combination), or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a Subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification or change of the then outstanding shares of Common Stock or other capital stock issuable upon exercise of the Warrants (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 subdivision or combination)) or in case of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially in its entirety, then, as a condition of such reclassification, change, consolidation, merger, sale or conveyance, the Company, or such successor or purchasing corporation, as the case may be, shall make lawful and adequate provision whereby the Registered Holder of each Warrant then outstanding shall have the right thereafter to receive on exercise of such Warrant the kind and amount of securities and property receivable upon such reclassification, change, consolidation, merger, sale or conveyance by a holder of the number of securities issuable upon exercise of such Warrant immediately prior to such reclassification, change, consolidation, merger, sale or conveyance and shall forthwith file at the Corporate Office of the Warrant Agent a statement signed by its President or a Vice President and by its Treasurer or an Assistant Treasurer or its Secretary or an Assistant Secretary evidencing such provision. Such provisions shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 9(a). The provisions of this Section 9(b) shall similarly apply to successive reclassifications and changes of shares of Common Stock and to successive consolidations, mergers, sales or conveyances. (c) Irrespective of any adjustments or changes in the Purchase Price or the number of shares of Common Stock purchasable upon exercise of the Warrants, the Warrant Certifi xxxxx theretofore and thereafter issued shall, unless the Company shall exercise its option to issue new Warrant Certificates pursuant to Section 3(c) hereof, continue to express the Purchase Price per share and the number of shares purchasable thereunder as the Purchase Price per share and the number of shares purchasable thereunder were expressed in the Warrant Certificates when the same were originally issued. (d) After each adjustment of the Purchase Price pursuant to this Section 9, the Company will promptly prepare a certificate signed by the Chairman or President, and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, of the Company setting forth: (i) the Purchase Price as so adjusted, (ii) the number of shares of Common Stock purchasable upon exercise of each Warrant, after such adjustment, and (iii) a brief statement of the facts accounting for such adjustment. The Company will promptly file each certificate with the Warrant Agent and cause a brief summary to be sent by ordinary first-class mail to each Registered Holder at his last address as it shall appear on the registry books of the Warrant Agent. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity thereof. The affidavit of an officer of the Warrant Agent or the Secretary or an Assistant Secretary of the Company that such notice has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated herein. (e) No adjustment of the Purchase Price shall be made as a result of or connection with the issuance of shares of Common Stock if the amount of said adjustment shall be less than $.10; provided, however, that in such case, any adjustment that would otherwise be required then to be made shall be carried forward and shall be made at the time of and together with the next subsequent adjustment that shall amount, together with any adjustment so carried forward, to at least $.10. In addition, Registered Holders shall not be entitled to cash dividends made by the Company prior to the exercise of any Warrant or Warrants held by them.

Adjustment of Purchase Price and Number of Shares. The Purchase Price and the number of shares of Common Stock issuable upon exercise of with respect to which this Warrant is exercisable (the "Exercise Rate") shall be adjusted subject to adjustment from time to time upon the occurrence of the following eventsas follows: a. In case the Company shall (ax) Dividend, Subdivision, Combination pay a dividend or Reclassification make a distribution of Common Stock on outstanding Common Stock. If the Company shall, at any time or from time to time, (i) declare a dividend on the Common Stock payable in shares of its capital stock (including Common Stock), (iiy) subdivide the outstanding Common Stock into a larger number of shares of Common StockStock by reclassification or otherwise, or (iiiz) combine the outstanding Common Stock into a smaller number of shares of its Common StockStock by reclassification or otherwise, or (iv) issue any the Exercise Rate in effect immediately prior thereto shall be adjusted proportionately so that the holder of this Warrant thereafter exercised shall be entitled to receive the number of shares of its capital stock in a reclassification of the Common Stock that such holder would have owned after the happening of any of the events described above had such Warrant been exercised immediately prior to the happening of such event. An adjustment made pursuant to this subparagraph (including a) shall become effective retroactively to immediately after the record date in the case of a share dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision or combination. b. In case of any such capital reorganization or reclassification of the shares of Common Stock (except as provided in connection with a subparagraph (a) above), or in case of any consolidation or merger to which the Company is a party (other than a merger in which the Company is the continuing corporationsurviving corporation and which does not result in any capital reorganization or reclassification of Common Stock), then or in each such case, the Purchase Price in effect at the time case of any sale or conveyance to another corporation of all or substantially all of the record date for such dividend or property and assets of the effective date Company, and if, in connection with any such consolidation, merger, sale or conveyance, shares or other securities or property shall be issuable or deliverable in exchange for shares of Common Stock, provision shall be made as part of the terms of such subdivision, combination capital reorganization or reclassification, and the number and kind of shares of capital stock issuable on such date shall be proportionately adjusted so consolidation, merger, sale or conveyance that the Holder holder of any this Warrant thereafter exercised after shall have the right upon such date shall be entitled exercise to receive, upon payment of receive the same aggregate kind and amount of stock and other securities and property as would have been payable before receivable upon such datecapital reorganization or reclassification, consolidation, merger, sale or conveyance by a holder of the aggregate number and kind of shares of capital stock which, if Common Stock with respect to which such Warrant had might have been exercised immediately prior thereto. In any such case, appropriate provision (as determined to be equitable in the business judgment of the Board of Directors) shall be made for the application of Section 4 with respect to the rights and interests thereafter of the holder of this Warrant to the end that such Section (including adjustments of the Exercise Rate) shall be reflected thereafter, as nearly as reasonably practicable, in all subsequent exercises of this Warrant. The Company shall not effect any such consolidation, merger or sale, unless prior to the consummation thereof, the successor corporation (if other than the Company) resulting from consolidation or merger or the corporation purchasing such assets assumes by written instrument (in a manner determined to be equitable in the business judgment of the Board of Directors to the holder of this Warrant), the obligation to deliver to such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to acquire. c. In case the Company shall issue pro rata to the holders of shares of its Common Stock rights or warrants entitling them, during a period not exceeding 30 days after the record date mentioned below, to subscribe for or purchase only shares of its Common Stock at a price per share less than the average of the Current Market Price (as defined in Section 6) of the Common Stock for the 30 consecutive trading days commencing 45 days before such record date (the "Average Market Price"), the number of shares of its Common Stock with respect to which this Warrant is exercisable thereafter shall be determined by multiplying the number of shares of Common Stock with respect to which this Warrant was exercisable theretofore by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding immediately prior to such record date plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding immediately prior to such record date, plus the number of shares of Common Stock which the aggregate offering price of the total number of shares being offered would purchase at such Holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassificationAverage Market Price. Any such Such adjustment shall be made whenever such rights or warrants are issued and shall become retroactively effective immediately after the record date for the determination of the stockholders entitled to receive such rights or warrants. To the extent that shares of Common Stock are not delivered after the expiration of such dividend rights or warrants, the effective Exercise Rate shall be readjusted to the Exercise Rate that would then be in effect had the adjustments made upon the issuance of such rights or warrants been made upon the basis of delivery of only the number of shares of Common Stock actually delivered. d. In case the Company shall issue pro rata to the holders of shares of its Common Stock rights or warrants to subscribe for or purchase only (x) shares of its Common Stock except as described in subparagraph (iii) above, or (y) units consisting of shares of Common Stock and warrants to purchase shares of Common Stock, the number of shares of its Common Stock with respect to which this Warrant is exercisable thereafter shall be determined by multiplying the number of shares of Common Stock with respect to which this Warrant was exercisable theretofore by a fraction, of which the numerator shall be the Average Market Price for a share of Common Stock determined as of the record date mentioned below, and of which the denominator shall be such Average Market Price less the fair market value (as determined in the business judgment of the Board of Directors) as of such record date of such subdivision, combination the rights or reclassificationwarrants distributed pro rata to one of the outstanding shares of Common Stock. Such adjustment shall be made successively whenever any event listed above such distribution is made and shall occurbecome retroactively effective immediately after the record date for the determination of stockholders entitled to receive such rights or warrants. If a dividend The foregoing provisions for adjustment of the Exercise Rate shall apply in each successive instance in which an adjustment is declared and required thereby. No adjustment in the Exercise Rate resulting from the application of the foregoing provisions is to be given effect unless, by making such dividend is not paidadjustment, the Purchase Price shall again be adjusted to be the Purchase Price Exercise Rate in effect immediately prior to such adjustment would be changed thereby by 1% or more, but any adjustment that would change the Exercise Rate by less than 1% is to be carried forward and given effect in making future adjustments; provided, however, that each adjustment of the Exercise Rate shall in all events be made not later than three years from the date such adjustment would have been required to be made except for the provisions of this sentence. All calculations under this Section 4 shall be made to the nearest one-hundredth (1/100th) of a share. Shares of Common Stock owned by or held for the account of the Company shall not be deemed to be outstanding for the purposes of any computation made under this Section 4. Whenever the number of shares of Common Stock deliverable upon the exercise of this Warrant shall be adjusted pursuant to the provisions hereof, the Company shall forthwith file at its principal office and with any transfer agent for the Common Stock a statement, signed by the President or one of the Vice-Presidents of the Company and by its Treasurer or one of its Assistant Treasurers, stating the adjusted number of shares of Common Stock deliverable with respect to this Warrant and setting forth in reasonable detail, the method of calculation and the facts requiring such adjustment and upon which such calculation is based, and shall mail a notice of such adjustment to the holder of record date.of this Warrant. Each adjustment shall remain in effect until a subsequent adjustment hereunder is required. In the event:

Adjustment of Purchase Price and Number of Shares. The Purchase Price number and ------------------------------------------------- kind of securities purchasable upon the number of shares of Common Stock issuable upon exercise of this Warrant shall be adjusted subject to adjustment from time to time upon the occurrence happening of the following certain events, as follows: (a) Dividend, Subdivision, Combination or Reclassification of Common Stock. If In case the Company shall, shall at any time or from time to time, after the date of this Warrant (i) declare or pay a dividend on the Common Stock payable in shares of its capital stock (including Common Stock or make a distribution in shares of Common Stock), (ii) subdivide the its outstanding Common Stock into a larger number of shares of Common Stock, (iii) combine the its outstanding shares of Common Stock into a smaller number of shares of its Common Stock, Stock or (iv) issue any shares of its capital stock in a reclassification of the Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporationentity), then in each such case, the Purchase Price in effect at the time kind and number of the record date for such dividend or Warrant Shares purchasable upon exercise of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable on such date this Warrant immediately prior thereto shall be proportionately adjusted so that the Holder of any this Warrant exercised after such date shall be entitled to receive, upon payment receive the kind and number of Warrant Shares or other securities of the same aggregate amount as Company which he would have owned or have been payable before such dateentitled to receive after the happening of any of the events described above, the aggregate number and kind of shares of capital stock which, if such had this Warrant had been exercised immediately prior to such date, such Holder would have owned upon such exercise and been entitled to receive by virtue the happening of such dividend, subdivision, combination event or reclassificationany record date with respect thereto. Any such An adjustment made pursuant to this paragraph (a) shall become effective immediately after the record date of such dividend or the effective date of such subdivisionevent retroactive to the record date, combination if any, for such event. (b) In case the Company shall issue rights, options or reclassificationwarrants to all holders of its outstanding Common Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share which is lower at the record date than the then current Warrant Price, the number of Warrant Shares thereafter purchasable upon the exercise of this Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon exercise of this Warrant by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding on the record date for determining stockholders entitled to receive such rights, options or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on the record date for determining stockholders entitled to receive such rights, options or warrants plus the number of shares which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the then current Warrant Price at such record date. Such adjustment shall be made whenever such rights, options or warrants are issued, and shall become effective as of immediately after the record date for the determination of stockholders entitled to receive such rights, options or warrants. (c) In case the Company shall distribute to all holders of its shares of Common Stock evidences of its indebtedness or assets (including securities and cash dividends not paid out of funds legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Company or not made in the ordinary course of business), but excluding dividends or distributions referred to in paragraph (a) above or rights or options or warrants referred to in paragraph (b) above, then in each case the number of Warrant Shares thereafter purchasable upon the exercise of this Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon the exercise of this Warrant by a fraction, of which the numerator shall be the then current market price per share of Common Stock on the date of such distribution, and of which the denominator shall be the then current market price per share of Common Stock, less the then fair value (as reasonably determined in good faith by the Board of Directors of the Company, whose reasonable determination shall be conclusive) of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights or securities or warrants applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to the record date for the determination of shareholders entitled to receive such distribution. (d) In case the Company shall sell and issue shares of Common Stock, or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock (excluding (i) shares, rights, options, warrants or convertible or exchangeable securities issued in any of the transactions described in paragraphs (a) through (c) above, (ii) shares issued upon conversion, exercise or exchange of rights, options, warrants or convertible or exchangeable securities outstanding on the date hereof, (iii) the Warrant or any convertible promissory note made by the Company to Template and any shares issued on exercise thereof, (iv) shares of Common Stock issued pursuant to a public firm commitment underwritten offering and (v) options or shares of Common Stock issued to key employees of the Company in an aggregate amount cumulated from and including the date of original issuance of this Warrant not in excess of 250,000 shares of Common Stock, but including shares, rights, options, warrants or convertible or exchangeable securities issued as consideration in any merger, consolidation or other business combination) at a price per share of Common Stock (as determined in accordance with this paragraph (d)) that is lower than the Warrant Price immediately prior to such sale and issuance, then in each case the number of Warrant Shares thereafter purchasable upon the exercise of this Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon the exercise of this Warrant by a fraction, the numerator of which shall be (I) the total number of shares of Common Stock outstanding immediately after such sale and issuance, and the denominator of which shall be (II) an amount equal to the sum of (A) the number of shares of Common Stock outstanding immediately prior to such sale and issuance plus (B) the number of shares of Common Stock that the aggregate consideration received (determined as provided below) for such sale or issuance would purchase at the Warrant Price. Such adjustment shall be made successively whenever any event listed above shall occursuch an issuance is made. If a dividend is declared and For the purposes of such dividend is not paidadjustments, the Purchase Price shares of Common Stock that the holder of such rights, options, warrants, or convertible or exchangeable securities shall again be adjusted entitled to subscribe for or purchase shall be deemed to be issued and outstanding as of the date of such sale and issuance and the consideration received by the Company therefor shall be deemed to be the Purchase Price consideration received by the Company, plus the consideration or premiums stated in effect immediately such rights, options, warrants or convertible or exchangeable securities to be paid for the shares of Common Stock covered thereby. In case the Company shall sell and issue shares of Common Stock or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase Common Stock, for a consideration consisting, in whole or in part, of property other than cash or its equivalent, then in determining the "price per share of Common ------------------------- Stock" and the "consideration received" by the Company for purposes of the first ----- ---------------------- sentence of this paragraph (d), the Board of Directors of the Company shall determine, on a reasonable basis and in good faith, the fair value of such property. In case the Company shall sell and issue rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock together with one or more other securities as part of a unit at a price per unit, then in determining the "price per share of ------------------ Common Stock" and the "consideration received" by the Company for purposes of ------------ ---------------------- the first sentence of this paragraph (d), the Board of Directors of the Company shall determine, on a reasonable basis and in good faith, the fair value of the rights, options, warrants or convertible or exchangeable securities then being sold as part of such unit. (e) For the purpose of this Section 4, the term "shares of Common --------- ---------------- Stock" shall mean (i) the Common Stock of the Company, or (ii) any other class ----- of stock resulting from successive changes or reclassifications of such shares consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to paragraph (a) above, the Holders shall become entitled to receive any securities of the Company other than shares of Common Stock, thereafter the number of such other shares so receivable upon exercise of each Warrant 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 Warrant Shares contained in paragraphs (a) through (d) above, and the other provisions of this Section 4 shall apply on like terms to any such other --------- securities. (f) Except as provided in paragraphs (a) through (c) above, no adjustment in respect of any dividends shall be made during the term of a Warrant or upon the exercise or conversion of a Warrant. (g) Upon the expiration of any rights, options, warrants or conversion or exchange privileges with respect to which an adjustment shall have been made pursuant to paragraph (b) or (d) above, if any thereof have not been exercised, the number of Warrant Shares purchasable upon the exercise of the Warrant will, upon such expiration, be readjusted and will thereafter be such as it would have been had it been originally adjusted (or had the original adjustment not been required, as the case may be) as if (i) the only shares of Common Stock so issued were the shares of Common Stock, if any, actually issued or sold upon the exercise of such rights, options or warrants or conversion or exchange rights and (ii) such shares of Common Stock, if any, were issued or sold for the consideration actually received by the Company upon such exercise, conversion or exchange plus the aggregate consideration, if any actually received by the Company for the issuance, sale or grant of all such rights, options or warrants, whether or not exercised. (h) In the event: (A) the Company shall authorize the issuance to all holders of its Common Stock of rights or warrants to subscribe for or purchase Common Stock or of any other subscription rights or warrants; or (B) the Company shall authorize the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than dividends paid in or distributions of the Company's capital stock for which the number of shares purchasable upon the exercise of this Warrant shall have been adjusted pursuant to paragraph (a) above and cash dividends paid out of retained earnings legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Company and made in the ordinary course of business); or (C) of any capital reorganization or reclassification of the Common Stock (other than a subdivision or combination of the outstanding Common Stock and other than a change in par value of the Common Stock) or of any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or change of the Common Stock outstanding), or of the conveyance or transfer of the properties and assets of the Company substantially as an entirety; or (D) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (E) the Company proposes to take any action (other than actions of the character described in clause (ii) or (iii) of paragraph (a) above) that would require an adjustment pursuant to this Section 4 to the number of shares purchasable upon the exercise of this Warrant; then the Company shall cause to be mailed by first-class mail to the Holder, at least five days prior to the applicable record or effective date hereinafter specified (10 days in the case of the events referred to in clauses (C) and (D) above), a notice stating (x) the date as of which the holders of Common Stock of record to be entitled to receive any such rights, warrants or distributions are to be determined, or (y) the date on which any such consolidation, merger, conveyance, transfer, dissolution, liquidation or winding-up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record dateshall be entitled to exchange their shares of Common Stock for securities or other property, if any, deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding-up.

Adjustment of Purchase Price and Number of Shares. The Purchase Price and the number of shares of Common Stock issuable upon exercise of this Warrant shall be adjusted from time to time upon the occurrence of the following events: (a) Dividend, Subdivision, Combination or Reclassification of the Common StockShares. If the Company shall, at any time or from time to time, (i) declare a dividend on the Common Stock Shares payable in shares of its share capital stock (including the Common StockShares), (ii) subdivide the outstanding Common Stock Shares into a larger number of shares of Common StockShares, (iii) combine the outstanding Common Stock Shares into a smaller number of shares of its Common Stockshares, or (iv) issue any shares of its share capital stock in a reclassification of the Common Stock Shares (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), then in each such case, the Purchase Price in effect number of Common Shares issuable upon exercise of this Warrant at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable on such date shall be proportionately adjusted so that the Holder of any Warrant exercised after such date shall be entitled to receive, upon payment of the same aggregate amount as would have been payable before such date, the aggregate number and kind of shares of capital stock which, if such Warrant had been exercised immediately prior to such date, such Holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification. Any such adjustment shall become effective immediately after the record date of such dividend or the effective date of such subdivision, combination or reclassification. Such adjustment shall be made successively whenever any event listed above shall occur. If a dividend is declared and such dividend is not paid, the Purchase Price shall again be adjusted to be the Purchase Price in effect immediately prior to such record date.

Adjustment of Purchase Price and Number of Shares. a. The Purchase Price and the number of shares of Common Stock issuable upon exercise of this Warrant hereof shall be adjusted subject to adjustment from time to time upon the occurrence of the following eventsas follows: i. In case the Company shall (a) Dividend, Subdivision, Combination or Reclassification of Common Stock. If the Company shall, at any time or from time to time, (i) declare pay a dividend on the its Common Stock payable in shares of its capital stock (including Common Stock), (iib) subdivide the its outstanding Common Stock into a larger number of shares of Common Stock, or (iiic) combine the its outstanding shares of Common Stock into a smaller number of shares of its Common Stockshares, or (iv) issue any shares of its capital stock then, in a 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 such casean event, the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable on such date immediately prior thereto shall be adjusted proportionately adjusted so that the Holder of any Warrant exercised after such date shall be entitled to receive, upon payment of adjusted Purchase Price will bear the same aggregate amount as would have been payable before such date, the aggregate number and kind of shares of capital stock which, if such Warrant had been exercised immediately prior relation to such date, such Holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification. Any such adjustment shall become effective immediately after the record date of such dividend or the effective date of such subdivision, combination or reclassification. Such adjustment shall be made successively whenever any event listed above shall occur. If a dividend is declared and such dividend is not paid, the Purchase Price shall again be adjusted to be the Purchase Price in effect immediately prior to any such event as the total number of shares of Common Stock outstanding immediately prior to any such event shall bear to the total number of shares of Common Stock outstanding immediately after such event. An adjustment made pursuant to this subdivision i. (a) shall become effective retroactively immediately after the record datedate in the case of a dividend, (b) shall become effective immediately after the effective date in the case of a subdivision or combination, and (c) shall be effective for each of the Purchase Prices set forth on the Exercise Chart. The Purchase Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein. ii. In case the Company shall issue additional shares of Common Stock at a Net Consideration Per Share (as defined in subdivision iv. below) which is less than the Purchase Price at the time of such issuance, the Purchase Price for the remaining time during which this Warrant is in effect (including all Purchase Prices set forth on the Exercise Chart) shall be adjusted so that the same shall equal the Net Consideration Per Share. Such adjustment shall be made whenever such Common Stock is issued and shall become effective retroactively immediately after the record date for the determination of stockholders entitled to receive such Common Stock. Notwithstanding the foregoing, in the event that the Purchase Price is adjusted pursuant to this subdivision, the Purchase Price shall be readjusted to be consistent with the chart above in the event that the Company subsequently issues shares of Common Stock at a Net Consideration Per Share which is greater than the Purchase Price which would otherwise then have been in effect according to the Exercise Chart and such issuance results in gross proceeds to the Company of at least Five Hundred Thousand Dollars ($500,000.00) in cash at the closing thereof. iii. In case the Company shall issue rights or options for the purchase of Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights, options, convertible or exchangeable stock or securities being herein called "CONVERTIBLE SECURITIES"), whether or not such Convertible Securities are immediately exercisable, entitling the holders thereof to subscribe for or purchase shares of Common Stock at a Net Consideration Per Share (as defined in subdivision iv. below) which is less than the Purchase Price at the time of such issuance, the Purchase Price for the remaining time during which this Warrant is in effect (including all Purchase Prices set forth on the Exercise Chart) shall be adjusted so that the same shall equal the Net Consideration Per Share. Such adjustment shall be made whenever such Convertible Securities are issued and shall become effective retroactively immediately after the record date for the determination of stockholders entitled to receive such Convertible Securities. In the event the Company shall subsequently cancel or terminate such Convertible Securities, the Purchase Price shall be readjusted to be the same as if the Company had not issued such Convertible Securities. Notwithstanding the foregoing, in the event that the Purchase Price is adjusted pursuant to this subdivision, the Purchase Price shall be readjusted to be consistent with the Purchase Prices set forth on the Exercise Chart in the event that the Company subsequently issues shares of Convertible Securities entitling the holders thereof to subscribe for or purchase shares of Common Stock at a Net Consideration Per Share which is greater than the Purchase Price which would otherwise then have been in effect according to the Exercise Chart above and such issuance results in gross proceeds to the Company of at least Five Hundred Thousand Dollars ($500,000.00) in cash at the closing thereof.

Adjustment of Purchase Price and Number of Shares. The Purchase Price and the number of shares of Common Stock issuable upon exercise of with respect to which this Warrant is exercisable (the "Exercise Rate") shall be adjusted subject to adjustment from time to time upon the occurrence of the following eventsas follows: a. In case the Company shall (ax) Dividend, Subdivision, Combination pay a dividend in or Reclassification make a distribution of Common Stock on outstanding Common Stock. If the Company shall, at any time or from time to time, (i) declare a dividend on the Common Stock payable in shares of its capital stock (including Common Stock), (iiy) subdivide the outstanding Common Stock into a larger number of shares of Common StockStock by reclassification or otherwise, or (iiiz) combine the outstanding Common Stock into a smaller number of shares of its Common StockStock by reclassification or otherwise, or (iv) issue any the Exercise Rate in effect immediately prior thereto shall be adjusted proportionately so that the holder of this Warrant thereafter exercised shall be entitled to receive the number of shares of its capital stock in a reclassification of the Common Stock that such holder would have owned after the happening of any of the events described above had such warrant been exercised immediately prior to the happening of such event. An adjustment made pursuant to this subparagraph (including a) shall become effective retroactively to immediately after the record date in the case of a share dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision or combination. b. In case of any such capital reorganization or reclassification of the shares of Common Stock (except as provided in connection with a subparagraph (a) above), or in case of any consolidation or merger to which the Company is a party (other than a merger in which the Company is the continuing corporationsurviving corporation and which does not result in any capital reorganization or reclassification of Common Stock), then or in each such case, the Purchase Price in effect at the time case of any sale or conveyance to another corporation of all or substantially all of the record date for such dividend or property and assets of the effective date Company, and if, in connection with any such consolidation, merger, sale or conveyance, shares or other securities or property shall be issuable or deliverable in exchange for shares of Common Stock, provision shall be made as part of the terms of such subdivision, combination capital reorganization or reclassification, and the number and kind of shares of capital stock issuable on such date shall be proportionately adjusted so consolidation, merger, sale or conveyance that the Holder holder of any this Warrant thereafter exercised after shall have the right upon such date shall be entitled exercise to receive, upon payment of receive the same aggregate kind and amount of stock and other securities and property as would have been payable before receivable upon such datecapital reorganization or reclassification, consolidation, merger, sale or conveyance by a holder of the aggregate number and kind of shares of capital stock which, if Common Stock with respect to which such Warrant had might have been exercised immediately prior thereto. In any such case, appropriate provision (as determined to be equitable in the business judgment of the Board of Directors) shall be made for the application of Section 4 with respect to the rights and interests thereafter of the holder of this Warrant to the end that such Section (including adjustments of the Exercised Rate) shall be reflected thereafter, as nearly as reasonably practicable, in all subsequent exercises of this Warrant. The Company shall not effect any such consolidation, merger or sale, unless prior to the consummation thereof, the successor corporation (if other than the Company) resulting from consolidation or merger or the corporation purchasing such assets assumes by written instrument (in a manner determined to be equitable in the business judgment of the Board of Directors to the holder of this Warrant), the obligation to deliver to such dateholder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such Holder would have owned upon such exercise and been holder may be entitled to receive acquire. c. In case the Company shall issue (other than pursuant to a Rights Offering as defined in the Company's Certificate of Designation, Preferences and Rights of Series E Redeemable Convertible Preferred Stock) pro rata to the holders of shares of its Common Stock rights or warrants entitling them, during a period not exceeding 30 days after the record date mentioned below, to subscribe for or purchase only shares of its Common Stock at a price per share less than the average of the Current Market Price (as defined in Section 6) of the Common Stock for the 30 consecutive trading days commencing 45 days before such record date (the "Average Market Price"), the number of shares of its Common Stock with respect to which this Warrant is exercisable thereafter shall be determined by virtue multiplying the number of shares of Common Stock with respect to which this Warrant was exercisable theretofore by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding immediately prior to such dividendrecord date plus the number of additional shares of Common Stock offered for subscription or purchase, subdivision, combination or reclassificationand of which the denominator shall be the number of shares of Common Stock outstanding immediately prior to such record date plus the number of shares of Common Stock which the aggregate offering pr ice of the total number of shares being offered would purchase at such Average Market Price. Any such Such adjustment shall be made whenever such rights or warrants are issued and shall become retroactively effective immediately after the record date for the determination of such dividend or the effective date of such subdivision, combination or reclassification. Such adjustment shall be made successively whenever any event listed above shall occur. If a dividend is declared and such dividend is not paid, the Purchase Price shall again be adjusted stockholders entitled to be the Purchase Price in effect immediately prior to such record date.receive such

Adjustment of Purchase Price and Number of Shares. a. The Purchase Price hereof shall be subject to adjustment from time to time as follows: i. In case the Company shall (a) pay a dividend on its Common Stock in Common Stock, (b) subdivide its outstanding shares of Common Stock, or (c) combine its outstanding shares of Common Stock into a smaller number of shares, then, in such an event, the Purchase Price in effect immediately prior thereto shall be adjusted proportionately so that the adjusted Purchase Price will bear the same relation to the Purchase Price in effect immediately prior to any such event as the total number of shares of Common Stock outstanding immediately prior to any such event shall bear to the total number of shares of Common Stock outstanding immediately after such event. An adjustment made pursuant to this subdivision i. (a) shall become effective retroactively immediately after the record date in the case of a dividend and (b) shall become effective immediately after the effective date in the case of a subdivision or combination. The Purchase Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein. ii. No adjustment of the Purchase Price shall be made if the amount of such adjustment shall be less than $0.01 per share, but in such case any adjustment that would otherwise be required then to be made shall be carried forward and shall be made at the time of and together with the next subsequent adjustment, which, together with any adjustment so carried forward, shall amount to not less than $0.01 per share. In case the Company shall at any time issue Common Stock by way of dividend on any stock of the Company or subdivide or combine the outstanding shares of the Common Stock, said amount of $0.01 per share (as theretofore increased or decreased, if the same amount shall have been adjusted in accordance with the provisions of this subparagraph) shall forthwith be proportionately increased in the case of a combination or decreased in the case of such a subdivision or stock dividend so as appropriately to reflect the same. b. Upon each adjustment of the Purchase Price pursuant to subdivision i. of Subsection 5.a., the number of shares of Common Stock issuable purchasable upon exercise of this Warrant shall be adjusted from time to time upon the occurrence of the following events: (a) Dividend, Subdivision, Combination or Reclassification of Common Stock. If the Company shall, at any time or from time to time, (i) declare a dividend on the Common Stock payable in shares of its capital stock (including Common Stock), (ii) subdivide the outstanding Common Stock into a larger number of shares of Common Stock, (iii) combine calculated to the outstanding Common Stock into nearest one hundredth of a smaller share, obtained by multiplying the number of shares of its Common Stock purchasable immediately prior to such adjustment upon the exercise of this Warrant by the Purchase Price in effect prior to such adjustment and dividing the product so obtained by the new Purchase Price. c. In case of any capital reorganization of the Company, or of any reclassification of the Common Stock, this Warrant shall be exercisable after such capital reorganization or (iv) issue any reclassification upon the terms and conditions specified in this Warrant, for the number of shares of its stock or other securities which the Common Stock issuable (at the time of such capital stock in reorganization or reclassification) upon exercise of this Warrant would have been entitled to receive upon such capital reorganization or reclassification if such exercise had taken place immediately prior to such action. The subdivision or combination of shares of Common Stock at any time outstanding into a greater or lesser number of shares of Common Stock shall not be deemed to be a reclassification of the Common Stock (including any such reclassification in connection with a consolidation or merger in which of the Company is for the continuing corporation), then in each such case, purposes of this Subsection 5.c. d. Whenever the Purchase Price is adjusted as herein provided, the Company shall compute the adjusted Purchase Price in effect at accordance with Subsection 5.a. and shall prepare a certificate signed by its President and its chief financial officer setting forth the time of adjusted Purchase Price and showing in reasonable detail the record date for such dividend or of the effective date method of such subdivision, combination or reclassificationadjustment and the fact requiring the adjustment and upon which such calculation is based, and such certificate shall forthwith be forwarded to the Holder. e. The form of this Warrant need not be changed because of any change in the Purchase Price pursuant to this Section 5 and any Warrant issued after such change may state the same Purchase Price and the same number and kind of shares of capital stock issuable on such date Common Stock as are stated in this Warrant as initially issued. However, the Company may at any time in its sole discretion (which shall be proportionately adjusted so conclusive) make any change in the form of this Warrant that it may deem appropriate and that does not affect the Holder of any Warrant exercised after such date shall be entitled to receive, upon payment of the same aggregate amount as would have been payable before such date, the aggregate number and kind of shares of capital stock which, if such Warrant had been exercised immediately prior to such date, such Holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassificationsubstance thereof. Any such adjustment shall become effective immediately after Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the record date of such dividend or the effective date of such subdivision, combination or reclassification. Such adjustment shall be made successively whenever any event listed above shall occur. If a dividend is declared and such dividend is not paid, the Purchase Price shall again be adjusted to be the Purchase Price in effect immediately prior to such record dateform as so changed.

Adjustment of Purchase Price and Number of Shares. The Purchase Price, the Trigger Price and the number of shares of Common Stock issuable upon exercise of this Warrant shall be adjusted from time to time upon the occurrence of the following events: (a) Dividend, Subdivision, Combination or Reclassification of Common Stock. If the Company shall, at any time or from time to time, (i) declare a dividend on the Common Stock payable in shares of its capital stock (including Common Stock), (ii) subdivide the outstanding Common Stock into a larger number of shares of Common Stock, (iii) combine the outstanding Common Stock into a smaller number of shares of its Common Stockshares, or (iv) issue any shares of its capital stock in a 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 such case, the Purchase Price and the Trigger Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable on such date shall be proportionately adjusted so that the Holder of any Warrant exercised after such date shall be entitled to receive, upon payment of the same aggregate amount as would have been payable before such date, the aggregate number and kind of shares of capital stock which, if such Warrant had been exercised immediately prior to such date, such Holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification. Any such adjustment shall become effective immediately after the record date of such dividend or the effective date of such subdivision, combination or reclassification. Such adjustment shall be made successively whenever any event listed above shall occur. If a dividend is declared and such dividend is not paid, the Purchase Price shall again be adjusted to be the Purchase Price in effect immediately prior to such record date.

Adjustment of Purchase Price and Number of Shares. The Purchase Price, the Trigger Price and the number of shares of Common Stock issuable upon exercise of this Warrant the Warrants shall be adjusted from time to time upon the occurrence of the following events: (a) Dividend, Subdivision, Combination or Reclassification of Common Stock. If the Company shall, at any time or from time to time, (i) declare a dividend on the Common Stock payable in shares of its capital stock (including Common Stock), (ii) subdivide the outstanding Common Stock into a larger number of shares of Common Stock, (iii) combine the outstanding Common Stock into a smaller number of shares of its Common Stockshares, or (iv) issue any shares of its capital stock in a 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 such case, the Purchase Price and the Trigger Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable on such date shall be proportionately adjusted so that the Holder of any Warrant exercised after such date shall be entitled to receive, upon payment of the same aggregate amount as would have been payable before such date, the aggregate number and kind of shares of capital stock which, if such Warrant had been exercised immediately prior to such date, such Holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification. Any such adjustment shall become effective immediately after the record date of such dividend or the effective date of such subdivision, combination or reclassification. Such adjustment shall be made successively whenever any event listed above shall occur. If a dividend is declared and such dividend is not paid, the Purchase Price shall again be adjusted to be the Purchase Price in effect immediately prior to such record date.