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

Adjustment of Purchase Price and Number of Warrant Shares Deliverable. 7.1 The Purchase Price and the number of shares of Common Stock purchasable pursuant to this Warrant shall be subject to adjustment from time to time as hereinafter set forth in this Article 7. Whenever reference is made in this Article 7 to the issue or sale of shares of Common Stock, or simply shares, such term shall mean any stock of any class of the Company other than preferred stock with a fixed limit on dividends and a fixed amount payable in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company. The shares issuable upon exercise of the Warrants shall however be shares of Common Stock of the Company, par value $0.001 per share, as constituted at the date hereof, except as otherwise provided in Sections 7.3 and 7.4. 7.2 In case the Company shall at any time change as a whole, by subdivision or combination in any manner or by the making of a stock dividend, the number of outstanding shares into a different number of shares, with or without par value, (i) the number of shares which immediately prior to such change the holder of each Warrant shall have been entitled to purchase pursuant to this Warrant shall be increased or decreased in direct proportion to the increase or decrease, respectively, in the number of shares outstanding immediately prior to such change, and (ii) the Purchase Price in effect immediately prior to such change shall be increased or decreased in inverse proportion to such increase or decrease in the number of such shares outstanding immediately prior to such change. For the purpose of this Section 7.2, the number of shares outstanding at any given time shall not include shares in the treasury of the Company. 7.3 In case of any capital reorganization or any reclassification of the capital stock of the Company or in case of the consolidation or merger of the Company with another corporation, or in case of any sale, transfer or other disposition to another corporation of all or substantially all the property, assets, business and good will of the Company, the holder of each Warrant shall thereafter be entitled to purchase (and it shall be a condition to the consummation of any such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition that appropriate provision shall be made so that such holder shall thereafter be entitled to purchase) the kind and amount of shares of stock and other securities and property receivable in such transaction which a shareholder receives who holds the number of shares which the Warrant entitled the holder to purchase immediately prior to such capital reorganization, reclassification of capital stock, consolidation, merger, sale, transfer or other disposition; and in any such case appropriate adjustments shall be made in the application of the provisions of this Article 7 with respect to rights and interests thereafter of the holder of the Warrants to the end that the provisions of this Article 7 shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares or other property thereafter purchasable upon the exercise of the Warrants. 7.4 In the event the Company shall declare a dividend upon the Common Stock payable otherwise than out of earnings or earned surplus or otherwise than in shares of Common Stock or in stock or obligations directly or indirectly convertible into or exchangeable for such shares, the holder of each Warrant shall, upon exercise of the Warrant, be entitled to purchase, in addition to the number of shares deliverable upon such exercise, against payment of the Warrant Price therefor but without further consideration, the cash, stock or other securities or property which the holder of the Warrant would have received as dividends (otherwise than out of such earnings or earned surplus and otherwise than in shares or in obligations convertible into or exchangeable for Common Stock) if continuously since the date hereof such holder (i) had been the holder of record of the number of shares deliverable upon such exercise and (ii) had retained all dividends in stock or other securities (other than shares or such convertible or exchangeable stock or obligations) paid or payable in respect of said number of shares or in respect of any such stock or other securities so paid or payable as such dividends. 7.5 No certificate for fractional shares shall be issued upon the exercise of the Warrants, but in lieu thereof the Company shall purchase any such fractional interest calculated to the nearest cent. 7.6 Whenever the Purchase Price is adjusted as herein provided, the Company shall forthwith deliver to each Warrant holder a statement signed by the President of the Company and by its Treasurer or Secretary stating the adjusted Purchase Price and number of shares determined as herein specified. Such statement shall show in detail the facts requiring such adjustment, including a statement of the consideration received by the Company for any additional stock issued. 7.7 In the event at any time: (i) The Company shall pay any dividend payable in stock upon its Common Stock or make any distribution (other than cash dividends) to the holders of its Common Stock; or (ii) The Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other rights; or (iii) The Company shall effect any capital reorganization or any reclassification of or change in the outstanding capital stock of the Company (other than a chance in par value, or a change from par value to no par value, or a change from no par value to par value, or a change resulting solely from a subdivision or combination of outstanding shares), or any consolidation or merger, or any sale, transfer or other disposition of all or substantially all its property, assets, business and good will as an entirety, or the liquidation, dissolution or winding up of the Company; or (iv) The Company shall declare a dividend upon its Common Stock payable otherwise than out of earnings or earned surplus or otherwise than in Common Stock or any stock or obligations directly or indirectly convertible into or exchangeable for Common Stock; then, in any such case, the Company shall cause at least thirty days' prior notice to be mailed to the registered holder of each Warrant at the address of such holder shown on the books of the Company. Such notice shall also specify the date on which the books of the Company shall close, or a record be taken, for such stock dividend, distribution or subscription rights, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, disposition, liquidation, dissolution, winding up or dividend, as the case may be, shall take place, and the date of participation therein by the holders of shares if any such date is to be fixed, and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action on the rights of the holders of the Warrants.

Adjustment of Purchase Price and Number of Warrant Shares Deliverable. 7.1 The Purchase Price and the number of shares of Common Stock purchasable pursuant to this Warrant shall be subject to adjustment from time to time as hereinafter set forth in this Article 7. Whenever reference is made in this Article 7 to the issue or sale of shares of Common Stock, or simply shares, such term shall mean any stock of any class of the Company other than preferred stock with a fixed limit on dividends and a fixed amount payable in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company. The shares issuable upon exercise of the Warrants shall however be shares of Common Stock of the Company, par value $0.001 per share, as constituted at the date hereof, except as otherwise provided in Sections 7.3 and 7.4. 7.2 In case the Company shall at any time change as a whole, by subdivision or combination in any manner or by the making of a stock dividend, the number of outstanding shares into a different number of shares, with or without par value, (i) the number of shares which immediately prior to such change the holder of each Warrant shall have been entitled to purchase pursuant to this Warrant shall be increased or decreased in direct proportion to the increase or decrease, respectively, in the number of shares outstanding immediately prior to such change, and (ii) the Purchase Price in effect immediately prior to such change shall be increased or decreased in inverse proportion to such increase or decrease in the number of such shares outstanding immediately prior to such change. For the purpose of this Section 7.2, the number of shares outstanding at any given time shall not include shares in the treasury of the Company. 7.3 In case of any capital reorganization or any reclassification of the capital stock of the Company or in case of the consolidation or merger of the Company with another corporation, or in case of any sale, transfer or other disposition to another corporation of all or substantially all the property, assets, business and good will of the Company, the holder of each Warrant shall thereafter be entitled to purchase (and it shall be a condition to the consummation of any such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition that appropriate provision shall be made so that such holder shall thereafter be entitled to purchase) the kind and amount of shares of stock and other securities and property receivable in such transaction which a shareholder receives who holds the number of shares which the Warrant entitled the holder to purchase immediately prior to such capital reorganization, reclassification of capital stock, consolidation, merger, sale, transfer or other disposition; and in any such case appropriate adjustments shall be made in the application of the provisions of this Article 7 with respect to rights and interests thereafter of the holder of the Warrants to the end that the provisions of this Article 7 shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares or other property thereafter purchasable upon the exercise of the Warrants. 7.4 In the event the Company shall declare a dividend upon the Common Stock payable otherwise than out of earnings or earned surplus or otherwise than in shares of Common Stock or in stock or obligations directly or indirectly convertible into or exchangeable for such shares, the holder of each Warrant shall, upon exercise of the Warrant, be entitled to purchase, in addition to the number of shares deliverable upon such exercise, against payment of the Warrant Price therefor but without further consideration, the cash, stock or other securities or property which the holder of the Warrant would have received as dividends (otherwise than out of such earnings or earned surplus and otherwise than in shares or in obligations convertible into or exchangeable for Common Stock) if continuously since the date hereof such holder (i) had been the holder of record of the number of shares deliverable upon such exercise and (ii) had retained all dividends in stock or other securities (other than shares or such convertible or exchangeable stock or obligations) paid or payable in respect of said number of shares or in respect of any such stock or other securities so paid or payable as such dividends. 7.5 No certificate for fractional shares shall be issued upon the exercise of the Warrants, but -7- in lieu thereof the Company shall purchase any such fractional interest calculated to the nearest cent. 7.6 Whenever the Purchase Price is adjusted as herein provided, the Company shall forthwith deliver to each Warrant holder a statement signed by the President of the Company and by its Treasurer or Secretary stating the adjusted Purchase Price and number of shares determined as herein specified. Such statement shall show in detail the facts requiring such adjustment, including a statement of the consideration received by the Company for any additional stock issued. 7.7 In the event at any time: (i) The Company shall pay any dividend payable in stock upon its Common Stock or make any distribution (other than cash dividends) to the holders of its Common Stock; or (ii) The Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other rights; or (iii) The Company shall effect any capital reorganization or any reclassification of or change in the outstanding capital stock of the Company (other than a chance in par value, or a change from par value to no par value, or a change from no par value to par value, or a change resulting solely from a subdivision or combination of outstanding shares), or any consolidation or merger, or any sale, transfer or other disposition of all or substantially all its property, assets, business and good will as an entirety, or the liquidation, dissolution or winding up of the Company; or (iv) The Company shall declare a dividend upon its Common Stock payable otherwise than out of earnings or earned surplus or otherwise than in Common Stock or any stock or obligations directly or indirectly convertible into or exchangeable for Common Stock; then, in any such case, the Company shall cause at least thirty days' prior notice to be mailed to the registered holder of each Warrant at the address of such holder shown on the books of the Company. Such notice shall also specify the date on which the books of the Company shall close, or a record be taken, for such stock dividend, distribution or subscription rights, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, disposition, liquidation, dissolution, winding up or dividend, as the case may be, shall take place, and the date of participation therein by the holders of shares if any such date is to be fixed, and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action on the rights of the holders of the Warrants.

Adjustment of Purchase Price and Number of Warrant Shares Deliverable. 7.1 The Purchase Price and the number of shares of Common Stock purchasable pursuant to this Warrant shall be subject to adjustment from time to time as hereinafter set forth in this Article 7. Whenever reference is made in this Article 7 to the issue or sale of shares of Common Stock, or simply shares, such term shall mean any stock of any class of the Company other than preferred stock with a fixed limit on dividends and a fixed amount payable in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company. The shares issuable upon exercise of the Warrants shall however be shares of Common Stock of the Company, par value $0.001 0.00l per share, as constituted at the date hereof, except as otherwise provided in Sections 7.3 and 7.4. 7.2 In case the Company shall at any time change as a whole, by subdivision or combination in any manner or by the making of a stock dividend, the number of outstanding shares into a different number of shares, with or without par value, (i) the number of shares which immediately prior to such change the holder of each Warrant shall have been entitled to purchase pursuant to this Warrant shall be increased or decreased in direct proportion to the increase or decrease, respectively, in the number of shares outstanding immediately prior to such change, and (ii) the Purchase Price in effect immediately prior to such change shall be increased or decreased in inverse proportion to such increase or decrease in the number of such shares outstanding immediately prior to such change. For the purpose of this Section 7.2, the number of shares outstanding at any given time shall not include shares in the treasury of the Company. 7.3 In case of any capital reorganization or any reclassification of the capital stock of the Company or in case of the consolidation or merger of the Company with another corporation, or in case of any sale, transfer or other disposition to another corporation of all or substantially all the property, assets, business and good will of the Company, the holder of each Warrant shall thereafter be entitled to purchase (and it shall be a condition to the consummation of any such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition that appropriate provision shall be made so that such holder shall thereafter be entitled to purchase) the kind and amount of shares of stock and other securities and property receivable in such transaction which a shareholder receives who holds the number of shares which the Warrant entitled the holder to purchase immediately prior to such capital reorganization, reclassification of capital stock, consolidation, merger, sale, transfer or other disposition; and in any such case appropriate adjustments shall be made in the application of the provisions of this Article 7 with respect to rights and interests thereafter of the holder of the Warrants to the end that the provisions of this Article 7 shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares or other property thereafter purchasable upon the exercise of the Warrants. 7.4 In the event the Company shall declare a dividend upon the Common Stock payable otherwise than out of earnings or earned surplus or otherwise than in shares of Common Stock or in stock or obligations directly or indirectly convertible into or exchangeable for such shares, the holder of each Warrant shall, upon exercise of the Warrant, be entitled to purchase, in addition to the number of shares deliverable upon such exercise, against payment of the Warrant Price therefor but without further consideration, the cash, stock or other securities or property which the holder of the Warrant would have received as dividends (otherwise than out of such earnings or earned surplus and otherwise than in shares or in obligations convertible into or exchangeable for Common Stock) if continuously since the date hereof such holder (i) had been the holder of record of the number of shares deliverable upon such exercise and (ii) had retained all dividends in stock or other securities (other than shares or such convertible or exchangeable stock or obligations) paid or payable in respect of said number of shares or in respect of any such stock or other securities so paid or payable as such dividends. 7.5 No certificate for fractional shares shall be issued upon the exercise of the Warrants, but in lieu thereof the Company shall purchase any such fractional interest calculated to the nearest cent. 7.6 Whenever the Purchase Price is adjusted as herein provided, the Company shall forthwith deliver to each Warrant holder a statement signed by the President of the Company and by its Treasurer or Secretary stating the adjusted Purchase Price and number of shares determined as herein specified. Such statement shall show in detail the facts requiring such adjustment, including a statement of the consideration received by the Company for any additional stock issued. 7.7 In the event at any time: (i) The Company shall pay any dividend payable in stock upon its Common Stock or make any distribution (other than cash dividends) to the holders of its Common Stock; or (ii) The Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other rights; or (iii) The Company shall effect any capital reorganization or any reclassification of or change in the outstanding capital stock of the Company (other than a chance change in par value, or a change from par value to no par value, or a change from no par value to par value, or a change resulting solely from a subdivision or combination of outstanding shares), or any consolidation or merger, or any sale, transfer or other disposition of all or substantially all its property, assets, business and good will as an entirety, or the liquidation, dissolution or winding up of the Company; or (iv) The Company shall declare a dividend upon its Common Stock payable otherwise than out of earnings or earned surplus or otherwise than in Common Stock or any stock or obligations directly or indirectly convertible into or exchangeable for Common Stock; then, in any such case, the Company shall cause at least thirty days' prior notice to be mailed to the registered holder of each Warrant at the address of such holder shown on the books of the Company. Such notice shall also specify the date on which the books of the Company shall close, or a record be taken, for such stock dividend, distribution or subscription rights, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, disposition, liquidation, dissolution, winding up or dividend, as the case may be, shall take place, and the date of participation therein by the holders of shares if any such date is to be fixed, and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action on the rights of the holders of the Warrants. 7.8 All other provisions hereof notwithstanding, if at any time immediately following the date hereof until the Expiration Date, the Company issues (enters into a binding contract to issue) any shares (the "Additional Shares") of the Company's Common Stock or Common Stock equivalents including indebtedness convertible into Common Stock or preferred stock convertible into Common Stock or warrants exercisable for Common Stock (the "Common Stock Equivalents"), to any third party (a "Third Party") for a price per share (the "Third Party Price Per Share"), which in the case of Common Stock Equivalents shall be the applicable conversion ratio or exercise price, that is less than the Purchase Price per share designated in Section 1 herein (as adjusted for stock splits, stock dividends, recapitalizations and other adjustments to the Company's Common Stock as a whole) then, promptly after issuance of the Additional Shares or Common Stock Equivalents, the Company shall issue to the Subscriber (without payment of additional consideration by the Subscriber) that number of additional shares of the Company's Common Stock equal to the difference between (a) the total consideration paid by the Subscriber pursuant hereto divided by the Third Party Price Per Share and (b) the number of shares issued to the Subscriber pursuant hereto if the Subscriber has already exercised the Warrant into Common Stock or shall adjust the Purchase Price per share designated in Section 1 to equal the Third Party Price Per Share. This provision shall not apply to issuances pursuant to currently outstanding options, rights and/or warrants. The delivery to the Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock.

Adjustment of Purchase Price and Number of Warrant Shares Deliverable. 7.1 The Purchase Price and the number of shares of Common Stock purchasable pursuant to this Warrant shall be subject to adjustment from time to time as hereinafter set forth in this Article 7. Whenever reference is made in this Article 7 to the issue or sale of shares of Common Stock, or simply shares, such term shall mean any stock of any class of the Company other than preferred stock with a fixed limit on dividends and a fixed amount payable in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company. The shares issuable upon exercise of the Warrants shall however be shares of Common Stock of the Company, par value $0.001 per share, as constituted at the date hereof, except as otherwise provided in Sections 7.3 and 7.4. 7.2 In case the Company shall at any time change as a whole, by subdivision or combination in any manner or by the making of a stock dividend, the number of outstanding shares into a different number of shares, with or without par value, (i) the number of shares which immediately prior to such change the holder of each Warrant shall have been entitled to purchase pursuant to this Warrant shall be increased or decreased in direct proportion to the increase or decrease, respectively, in the number of shares outstanding immediately prior to such change, and (ii) the Purchase Price in effect immediately prior to such change shall be increased or decreased in inverse proportion to such increase or decrease in the number of such shares outstanding immediately prior to such change. For the purpose of this Section 7.2, the number of shares outstanding at any given time shall not include shares in the treasury of the Company. 7.3 In case of any capital reorganization or any reclassification of the capital stock of the Company or in case of the consolidation or merger of the Company with another corporation, or in case of any sale, transfer or other disposition to another corporation of all or substantially all the property, assets, business and good will of the Company, the holder of each Warrant shall thereafter be entitled to purchase (and it shall be a condition to the consummation of any such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition that appropriate provision shall be made so that such holder shall thereafter be entitled to purchase) the kind and amount of shares of stock and other securities and property receivable in such transaction which a shareholder receives who holds the number of shares which the Warrant entitled the holder to purchase immediately prior to such capital reorganization, reclassification of capital stock, consolidation, merger, sale, transfer or other disposition; and in any such case appropriate adjustments shall be made in the application of the provisions of this Article 7 with respect to rights and interests thereafter of the holder of the Warrants to the end that the provisions of this Article 7 shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares or other property thereafter purchasable upon the exercise of the Warrants. 7.4 In the event the Company shall declare a dividend upon the Common Stock payable otherwise than out of earnings or earned surplus or otherwise than in shares of Common Stock or in stock or obligations directly or indirectly convertible into or exchangeable for such shares, the holder of each Warrant shall, upon exercise of the Warrant, be entitled to purchase, in addition to the number of shares deliverable upon such exercise, against payment of the Warrant Price therefor but without further consideration, the cash, stock or other securities or property which the holder of the Warrant would have received as dividends (otherwise than out of such earnings or earned surplus and otherwise than in shares or in obligations convertible into or exchangeable for Common Stock) if continuously since the date hereof such holder (i) had been the holder of record of the number of shares deliverable upon such exercise and (ii) had retained all dividends in stock or other securities (other than shares or such convertible or exchangeable stock or obligations) paid or payable in respect of said number of shares or in respect of any such stock or other securities so paid or payable as such dividends. 7.5 No certificate for fractional shares shall be issued upon the exercise of the Warrants, but in lieu thereof the Company shall purchase any such fractional interest calculated to the nearest cent. 7.6 Whenever the Purchase Price is adjusted as herein provided, the Company shall forthwith deliver to each Warrant holder a statement signed by the President of the Company and by its Treasurer or Secretary stating the adjusted Purchase Price and number of shares determined as herein specified. Such statement shall show in detail the facts requiring such adjustment, including a statement of the consideration received by the Company for any additional stock issued. 7.7 In the event at any time: (i) The Company shall pay any dividend payable in stock upon its Common Stock or make any distribution (other than cash dividends) to the holders of its Common Stock; or (ii) The Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other rights; or (iii) The Company shall effect any capital reorganization or any reclassification of or change in the outstanding capital stock of the Company (other than a chance in par value, or a change from par value to no par value, or a change from no par value to par value, or a change resulting solely from a subdivision or combination of outstanding shares), or any consolidation or merger, or any sale, transfer or other disposition of all or substantially all its property, assets, business and good will as an entirety, or the liquidation, dissolution or winding up of the Company; or (iv) The Company shall declare a dividend upon its Common Stock payable otherwise than out of earnings or earned surplus or otherwise than in Common Stock or any stock or obligations directly or indirectly convertible into or exchangeable for Common Stock; then, in any such case, the Company shall cause at least thirty days' prior notice to be mailed to the registered holder of each Warrant at the address of such holder shown on the books of the Company. Such notice shall also specify the date on which the books of the Company shall close, or a record be taken, for such stock dividend, distribution or subscription rights, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, disposition, liquidation, dissolution, winding up or dividend, as the case may be, shall take place, and the date of participation therein by the holders of shares if any such date is to be fixed, and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action on the rights of the holders of the Warrants.

Adjustment of Purchase Price and Number of Warrant Shares Deliverable. 7.1 The Purchase Price and the number of shares of Common Stock purchasable pursuant to this Warrant shall be subject to adjustment from time to time as hereinafter set forth in this Article 7. Whenever reference is made in this Article 7 to the issue or sale of shares of Common Stock, or simply shares, such term shall mean any stock of any class of the Company other than preferred stock with a fixed limit on dividends and a fixed amount payable in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company. The shares issuable upon exercise of the Warrants shall however be shares of Common Stock of the Company, par value $0.001 0.00l per share, as constituted at the date hereof, except as otherwise provided in Sections 7.3 and 7.4. 7.2 In case the Company shall at any time change as a whole, by subdivision or combination in any manner or by the making of a stock dividend, the number of outstanding shares into a different number of shares, with or without par value, (i) the number of shares which immediately prior to such change the holder of each Warrant shall have been entitled to purchase pursuant to this Warrant shall be increased or decreased in direct proportion to the increase or decrease, respectively, in the number of shares outstanding immediately prior to such change, and (ii) the Purchase Price in effect immediately prior to such change shall be increased or decreased in inverse proportion to such increase or decrease in the number of such shares outstanding immediately prior to such change. For the purpose of this Section 7.2, the number of shares outstanding at any given time shall not include shares in the treasury of the Company. 7.3 In case of any capital reorganization or any reclassification of the capital stock of the Company or in case of the consolidation or merger of the Company with another corporation, or in case of any sale, transfer or other disposition to another corporation of all or substantially all the property, assets, business and good will of the Company, the holder of each Warrant shall thereafter be entitled to purchase (and it shall be a condition to the consummation of any such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition that appropriate provision shall be made so that such holder shall thereafter be entitled to purchase) the kind and amount of shares of stock and other securities and property receivable in such transaction which a shareholder receives who holds the number of shares which the Warrant entitled the holder to purchase immediately prior to such capital reorganization, reclassification of capital stock, consolidation, merger, sale, transfer or other disposition; and in any such case appropriate adjustments shall be made in the application of the provisions of this Article 7 with respect to rights and interests thereafter of the holder of the Warrants to the end that the provisions of this Article 7 shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares or other property thereafter purchasable upon the exercise of the Warrants. 7.4 In the event the Company shall declare a dividend upon the Common Stock payable otherwise than out of earnings or earned surplus or otherwise than in shares of Common Stock or in stock or obligations directly or indirectly convertible into or exchangeable for such shares, the holder of each Warrant shall, upon exercise of the Warrant, be entitled to purchase, in addition to the number of shares deliverable upon such exercise, against payment of the Warrant Price therefor but without further consideration, the cash, stock or other securities or property which the holder of the Warrant would have received as dividends (otherwise than out of such earnings or earned surplus and otherwise than in shares or in obligations convertible into or exchangeable for Common Stock) if continuously since the date hereof such holder (i) had been the holder of record of the number of shares deliverable upon such exercise and (ii) had retained all dividends in stock or other securities (other than shares or such convertible or exchangeable stock or obligations) paid or payable in respect of said number of shares or in respect of any such stock or other securities so paid or payable as such dividends. 7.5 No certificate for fractional shares shall be issued upon the exercise of the Warrants, but in lieu thereof the Company shall purchase any such fractional interest calculated to the nearest cent. 7.6 Whenever the Purchase Price is adjusted as herein provided, the Company shall forthwith deliver to each Warrant holder a statement signed by the President of the Company and by its Treasurer or Secretary stating the adjusted Purchase Price and number of shares determined as herein specified. Such statement shall show in detail the facts requiring such adjustment, including a statement of the consideration received by the Company for any additional stock issued. 7.7 In the event at any time: (i) The Company shall pay any dividend payable in stock upon its Common Stock or make any distribution (other than cash dividends) to the holders of its Common Stock; or (ii) The Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other rights; or or (iii) The Company shall effect any capital reorganization or any reclassification of or change in the outstanding capital stock of the Company (other than a chance change in par value, or a change from par value to no par value, or a change from no par value to par value, or a change resulting solely from a subdivision or combination of outstanding shares), or any consolidation or merger, or any sale, transfer or other disposition of all or substantially all its property, assets, business and good will as an entirety, or the liquidation, dissolution or winding up of the Company; or (iv) The Company shall declare a dividend upon its Common Stock payable otherwise than out of earnings or earned surplus or otherwise than in Common Stock or any stock or obligations directly or indirectly convertible into or exchangeable for Common Stock; then, in any such case, the Company shall cause at least thirty days' prior notice to be mailed to the registered holder of each Warrant at the address of such holder shown on the books of the Company. Such notice shall also specify the date on which the books of the Company shall close, or a record be taken, for such stock dividend, distribution or subscription rights, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, disposition, liquidation, dissolution, winding up or dividend, as the case may be, shall take place, and the date of participation therein by the holders of shares if any such date is to be fixed, and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action on the rights of the holders of the Warrants.

Adjustment of Purchase Price and Number of Warrant Shares Deliverable. 7.1 The Purchase Price and the number of shares of Common Stock purchasable pursuant to this Warrant shall be subject to adjustment from time to time as hereinafter set forth in this Article 7. Whenever reference is made in this Article 7 to the issue or sale of shares of Common Stock, or simply shares, such term shall mean any stock of any class of the Company other than preferred stock with a fixed limit on dividends and a fixed amount payable in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company. The shares issuable upon exercise of the Warrants shall however be shares of Common Stock of the Company, par value $0.001 per share, as constituted at the date hereof, except as otherwise provided in Sections 7.3 and 7.4. 7.2 In case the Company shall at any time change as a whole, by subdivision or combination in any manner or by the making of a stock dividend, the number of outstanding shares into a different number of shares, with or without par value, (i) the number of shares which immediately prior to such change the holder of each Warrant shall have been entitled to purchase pursuant to this Warrant shall be increased or decreased in direct proportion to the increase or decrease, respectively, in the number of shares outstanding immediately prior to such change, and (ii) the Purchase Price in effect immediately prior to such change shall be increased or decreased in inverse proportion to such increase or decrease in the number of such shares outstanding immediately prior to such change. For the purpose of this Section 7.2, the number of shares outstanding at any given time shall not include shares in the treasury of the Company. 7.3 In case of any capital reorganization or any reclassification of the capital stock of the Company or in case of the consolidation or merger of the Company with another corporation, or in case of any sale, transfer or other disposition to another corporation of all or substantially all the property, assets, business and good will of the Company, the holder of each Warrant shall thereafter be entitled to purchase (and it shall be a condition to the consummation of any such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition that appropriate provision shall be made so that such holder shall thereafter be entitled to purchase) the kind and amount of shares of stock and other securities and property receivable in such transaction which a shareholder receives who holds the number of shares which the Warrant entitled the holder to purchase immediately prior to such capital reorganization, reclassification of capital stock, consolidation, merger, sale, transfer or other disposition; and in any such case appropriate adjustments shall be made in the application of the provisions of this Article 7 with respect to rights and interests thereafter of the holder of the Warrants to the end that the provisions of this Article 7 shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares or other property thereafter purchasable upon the exercise of the Warrants. 7.4 In the event the Company shall declare a dividend upon the Common Stock payable otherwise than out of earnings or earned surplus or otherwise than in shares of Common Stock or in stock or obligations directly or indirectly convertible into or exchangeable for such shares, the holder of each Warrant shall, upon exercise of the Warrant, be entitled to purchase, in addition to the number of shares deliverable upon such exercise, against payment of the Warrant Price therefor but without further consideration, the cash, stock or other securities or property which the holder of the Warrant would have received as dividends a dividend (otherwise than out of such earnings or earned surplus and otherwise than in shares or in obligations convertible into or exchangeable for Common Stock) if continuously since the date hereof such holder (i) had been the holder of record of the number of shares deliverable upon such exercise and (ii) had retained all dividends in stock or other securities (other than shares or such convertible or exchangeable stock or obligations) paid or payable in respect of said number of shares or in respect of any such stock or other securities so paid or payable as such dividends. 7.5 No certificate for fractional shares shall be issued upon the exercise of the Warrants, but in lieu thereof the Company shall purchase any such fractional interest calculated to the nearest cent. 7.6 Whenever the Purchase Price is adjusted as herein provided, the Company shall forthwith deliver to each Warrant holder a statement signed by the President of the Company and by its Treasurer or Secretary stating the adjusted Purchase Price and number of shares determined as herein specified. Such statement shall show in detail the facts requiring such adjustment, including a statement of the consideration received by the Company for any additional stock issued. 7.7 In the event at any time: (i) The Company shall pay any dividend payable in stock upon its Common Stock or make any distribution (other than cash dividends) to the holders of its Common Stock; or (ii) The Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other rights; or (iii) The Company shall effect any capital reorganization or any reclassification of or change in the outstanding capital stock of the Company (other than a chance in par value, or a change from par value to no par value, or a change from no par value to par value, or a change resulting solely from a subdivision or combination of outstanding shares), or any consolidation or merger, or any sale, transfer or other disposition of all or substantially all its property, assets, business and good will as an entirety, or the liquidation, dissolution or winding up of the Company; or (iv) The Company shall declare a dividend upon its Common Stock payable otherwise than out of earnings or earned surplus or otherwise than in Common Stock or any stock or obligations directly or indirectly convertible into or exchangeable for Common Stock; then, in any such case, the Company shall cause at least thirty days' prior notice to be mailed to the registered holder of each Warrant at the address of such holder shown on the books of the Company. Such notice shall also specify the date on which the books of the Company shall close, or a record be taken, for such stock dividend, distribution or subscription rights, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, disposition, liquidation, dissolution, winding up or dividend, as the case may be, shall take place, and the date of participation therein by the holders of shares if any such date is to be fixed, and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action on the rights of the holders of the Warrants.

Adjustment of Purchase Price and Number of Warrant Shares Deliverable. 7.1 The Purchase Price and the number of shares of Common Stock purchasable pursuant to this Warrant shall be subject to adjustment from time to time as hereinafter set forth in this Article 7. Whenever reference is made in this Article 7 to the issue or sale of shares of Common Stock, or simply shares, such term shall mean any stock of any class of the Company other than preferred stock with a fixed limit on dividends and a fixed amount payable in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company. The shares issuable upon exercise of the Warrants shall however be shares of Common Stock of the Company, par value $0.001 per share, as constituted at the date hereof, except as otherwise provided in Sections 7.3 and 7.4. 7.2 In case the Company shall at any time change as a whole, by subdivision or combination in any manner or by the making of a stock dividend, the number of outstanding shares into a different number of shares, with or without par value, (i) the number of shares which immediately prior to such change the holder of each Warrant shall have been entitled to purchase pursuant to this Warrant shall be increased or decreased in direct proportion to the increase or decrease, respectively, in the number of shares outstanding immediately prior to such change, and (ii) the Purchase Price in effect immediately prior to such change shall be increased or decreased in inverse proportion to such increase or decrease in the number of such shares outstanding immediately prior to such change. For the purpose of this Section 7.2, the number of shares outstanding at any given time shall not include shares in the treasury of the Company. 7.3 In case of any capital reorganization or any reclassification of the capital stock of the Company or in case of the consolidation or merger of the Company with another corporation, or in case of any sale, transfer or other disposition to another corporation of all or substantially all the property, assets, business and good will of the Company, the holder of each Warrant shall thereafter be entitled to purchase (and it shall be a condition to the consummation of any such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition that appropriate provision shall be made so that such holder shall thereafter be entitled to purchase) the kind and amount of shares of stock and other securities and property receivable in such transaction which a shareholder receives who holds the number of shares which the Warrant entitled the holder to purchase immediately prior to such capital reorganization, reclassification of capital stock, consolidation, merger, sale, transfer or other disposition; and in any such case appropriate adjustments shall be made in the application of the provisions of this Article 7 with respect to rights and interests thereafter of the holder of the Warrants to the end that the provisions of this Article 7 shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares or other property thereafter purchasable upon the exercise of the Warrants. 7.4 In the event the Company shall declare a dividend upon the Common Stock payable otherwise than out of earnings or earned surplus or otherwise than in shares of Common Stock or in stock or obligations directly or indirectly convertible into or exchangeable for such shares, the holder of each Warrant shall, upon exercise of the Warrant, be entitled to purchase, in addition to the number of shares deliverable upon such exercise, against payment of the Warrant Price therefor but without further consideration, the cash, stock or other securities or property which the holder of the Warrant would have received as dividends (otherwise than out of such earnings or earned surplus and otherwise than in shares or in obligations convertible into or exchangeable for Common Stock) if continuously since the date hereof such holder (i) had been the holder of record of the number of shares deliverable upon such exercise and (ii) had retained all dividends in stock or other securities (other than shares or such convertible or exchangeable stock or obligations) paid or payable in respect of said number of shares or in respect of any such stock or other securities so paid or payable as such dividends. 7.5 No certificate for fractional shares shall be issued upon the exercise of the Warrants, but -7- in lieu thereof the Company shall purchase any such fractional interest calculated to the nearest cent. 7.6 Whenever the Purchase Price is adjusted as herein provided, the Company shall forthwith deliver to each Warrant holder a statement signed by the President of the Company and by its Treasurer or Secretary stating the adjusted Purchase Price and number of shares determined as herein specified. Such statement shall show in detail the facts requiring such adjustment, including a statement of the consideration received by the Company for any additional stock issued. 7.7 In the event at any time: (i) The Company shall pay any dividend payable in stock upon its Common Stock or make any distribution (other than cash dividends) to the holders of its Common Stock; or (ii) The Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other rights; or (iii) The Company shall effect any capital reorganization or any reclassification of or change in the outstanding capital stock of the Company (other than a chance in par value, or a change from par value to no par value, or a change from no par value to par value, or a change resulting solely from a subdivision or combination of outstanding shares), or any consolidation or merger, or any sale, transfer or other disposition of all or substantially all its property, assets, business and good will as an entirety, or the liquidation, dissolution or winding up of the Company; or (iv) The Company shall declare a dividend upon its Common Stock payable otherwise than out of earnings or earned surplus or otherwise than in Common Stock or any stock or obligations directly or indirectly convertible into or exchangeable for Common Stock; then, in any such case, the Company shall cause at least thirty days' prior notice to be mailed to the registered holder of each Warrant at the address of such holder shown on the books of the Company. Such notice shall also specify the date on which the books of the Company shall close, or a record be taken, for such stock dividend, distribution or subscription rights, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, disposition, liquidation, dissolution, winding up or dividend, as the case may be, shall take place, and the date of participation therein by the holders of shares if any such date is to be fixed, and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action on the rights of the holders of the Warrants.

Adjustment of Purchase Price and Number of Warrant Shares Deliverable. 7.1 The Purchase Price and the number of shares of Common Stock purchasable pursuant to this Warrant shall be subject to adjustment from time to time as hereinafter set forth in this Article 7. Whenever reference is made in this Article 7 to the issue or sale of shares of Common Stock, or simply shares, such term shall mean any stock of any class of the Company other than preferred stock with a fixed limit on dividends and a fixed amount payable in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company. The shares issuable upon exercise of the Warrants shall however be shares of Common Stock of the Company, par value $0.001 0.00l per share, as constituted at the date hereof, except as otherwise provided in Sections 7.3 and 7.4. 7.2 In case the Company shall at any time change as a whole, by subdivision or combination in any manner or by the making of a stock dividend, the number of outstanding shares into a different number of shares, with or without par value, (i) the number of shares which immediately prior to such change the holder of each Warrant shall have been entitled to purchase pursuant to this Warrant shall be increased or decreased in direct proportion to the increase or decrease, respectively, in the number of shares outstanding immediately prior to such change, and (ii) the Purchase Price in effect immediately prior to such change shall be increased or decreased in inverse proportion to such increase or decrease in the number of such shares outstanding immediately prior to such change. For the purpose of this Section 7.2, the number of shares outstanding at any given time shall not include shares in the treasury of the Company. 7.3 In case of any capital reorganization or any reclassification of the capital stock of the Company or in case of the consolidation or merger of the Company with another corporation, or in case of any sale, transfer or other disposition to another corporation of all or substantially all the property, assets, business and good will of the Company, the holder of each Warrant shall thereafter be entitled to purchase (and it shall be a condition to the consummation of any such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition that appropriate provision shall be made so that such holder shall thereafter be entitled to purchase) the kind and amount of shares of stock and other securities and property receivable in such transaction which a shareholder receives who holds the number of shares which the Warrant entitled the holder to purchase immediately prior to such capital reorganization, reclassification of capital stock, consolidation, merger, sale, transfer or other disposition; and in any such case appropriate adjustments shall be made in the application of the provisions of this Article 7 with respect to rights and interests thereafter of the holder of the Warrants to the end that the provisions of this Article 7 shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares or other property thereafter purchasable upon the exercise of the Warrants. 7.4 In the event the Company shall declare a dividend upon the Common Stock payable otherwise than out of earnings or earned surplus or otherwise than in shares of Common Stock or in stock or obligations directly or indirectly convertible into or exchangeable for such shares, the holder of each Warrant shall, upon exercise of the Warrant, be entitled to purchase, in addition to the number of shares deliverable upon such exercise, against payment of the Warrant Price therefor but without further consideration, the cash, stock or other securities or property which the holder of the Warrant would have received as dividends (otherwise than out of such earnings or earned surplus and otherwise than in shares or in obligations convertible into or exchangeable for Common Stock) if continuously since the date hereof such holder (i) had been the holder of record of the number of shares deliverable upon such exercise and (ii) had retained all dividends in stock or other securities (other than shares or such convertible or exchangeable stock or obligations) paid or payable in respect of said number of shares or in respect of any such stock or other securities so paid or payable as such dividends. 7.5 No certificate for fractional shares shall be issued upon the exercise of the Warrants, but in lieu thereof the Company shall purchase any such fractional interest calculated to the nearest cent. 7.6 Whenever the Purchase Price is adjusted as herein provided, the Company shall forthwith deliver to each Warrant holder a statement signed by the President of the Company and by its Treasurer or Secretary stating the adjusted Purchase Price and number of shares determined as herein specified. Such statement shall show in detail the facts requiring such adjustment, including a statement of the consideration received by the Company for any additional stock issued. 7.7 In the event at any time: (i) The Company shall pay any dividend payable in stock upon its Common Stock or make any distribution (other than cash dividends) to the holders of its Common Stock; or (ii) The Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other rights; or (iii) The Company shall effect any capital reorganization or any reclassification of or change in the outstanding capital stock of the Company (other than a chance change in par value, or a change from par value to no par value, or a change from no par value to par value, or a change resulting solely from a subdivision or combination of outstanding shares), or any consolidation or merger, or any sale, transfer or other disposition of all or substantially all its property, assets, business and good will as an entirety, or the liquidation, dissolution or winding up of the Company; or (iv) The Company shall declare a dividend upon its Common Stock payable otherwise than out of earnings or earned surplus or otherwise than in Common Stock or any stock or obligations directly or indirectly convertible into or exchangeable for Common Stock; then, in any such case, the Company shall cause at least thirty days' prior notice to be mailed to the registered holder of each Warrant at the address of such holder shown on the books of the Company. Such notice shall also specify the date on which the books of the Company shall close, or a record be taken, for such stock dividend, distribution or subscription rights, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, disposition, liquidation, dissolution, winding up or dividend, as the case may be, shall take place, and the date of participation therein by the holders of shares if any such date is to be fixed, and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action on the rights of the holders of the Warrants.

Adjustment of Purchase Price and Number of Warrant Shares Deliverable. 7.1 The Purchase Price and the number of shares of Common Stock purchasable pursuant to this Warrant shall be subject to adjustment from time to time as hereinafter set forth in this Article 7. Whenever reference is made in this Article 7 to the issue or sale of shares of Common Stock, or simply shares, such term shall mean any stock of any class of the Company other than preferred stock with a fixed limit on dividends and a fixed amount payable in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company. The shares issuable usable upon exercise of the Warrants shall however be shares of Common Stock of the Company, par value $0.001 per share, as constituted at the date hereof, except as otherwise provided in Sections 7.3 and 7.4. 7.2 In case the Company shall at any time change as a whole, by subdivision or combination in any manner or by the making of a stock dividend, the number of outstanding shares into a different number of shares, with or without par value, (i) the number of shares which immediately prior to such change the holder of each Warrant warrant shall have been entitled to purchase pursuant to this Warrant shall be increased or decreased in direct proportion to the increase or decrease, respectively, in the number of shares outstanding immediately prior to such change, and (ii) the Purchase Price in effect immediately prior to such change shall be increased or decreased in inverse proportion to such increase or decrease in the number of such shares outstanding immediately prior to such change. For the purpose of this Section 7.2, the number of shares outstanding at any given time shall not include shares in the treasury of the Company. 7.3 In case of any capital reorganization or any reclassification of the capital stock of the Company or in case of the consolidation or merger of the Company with another corporation, or in case of any sale, transfer or other disposition to another corporation of all or substantially all the property, assets, business and good will of the Company, the holder of each Warrant shall thereafter be entitled to purchase (and it shall be a condition to the consummation of any such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition that appropriate provision shall be made so that such holder shall thereafter be entitled to purchase) the kind and amount of shares of stock and other securities and property receivable in such transaction which a shareholder receives who holds the number of shares which the Warrant entitled the holder to purchase immediately prior to such capital reorganization, reclassification of capital stock, consolidation, merger, sale, transfer or other disposition; and in any such case appropriate adjustments shall be made in the application of the provisions of this Article 7 with respect to rights and interests thereafter of the holder of the Warrants to the end that the CORPDAL:58187.1 26287-00001 6 provisions of this Article 7 shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares or other property thereafter purchasable upon the exercise of the Warrants. 7.4 In the event the Company shall declare a dividend upon the Common Stock payable otherwise than out of earnings or earned surplus or otherwise than in shares of Common Stock or in stock or obligations directly or indirectly convertible into or exchangeable for such shares, the holder of each Warrant shall, upon exercise of the Warrant, be entitled to purchase, in addition to the number of shares deliverable upon such exercise, against payment of the Warrant Price therefor but without further consideration, the cash, stock or other securities or property which the holder of the Warrant would have received as dividends (otherwise than out of such earnings or earned surplus and otherwise than in shares or in obligations convertible into or exchangeable for Common Stock) if continuously since the date hereof such holder (i) had been the holder of record of the number of shares deliverable upon such exercise and (ii) had retained all dividends in stock or other securities (other than shares or such convertible or exchangeable stock or obligations) paid or payable in respect of said number of shares or in respect of any such stock or other securities so paid or payable as such dividends. 7.5 No certificate for fractional shares shall be issued upon the exercise of the Warrantswarrants, but in lieu thereof the Company shall purchase any such fractional interest calculated to the nearest cent. 7.6 Whenever the Purchase Price is adjusted as herein provided, the Company shall forthwith deliver to each Warrant holder a statement signed by the President of the Company and by its Treasurer or Secretary stating the adjusted Purchase Price and number of shares determined as herein specified. Such statement shall show in detail the facts requiring such adjustment, including a statement of the consideration received by the Company for any additional stock issued. 7.7 In the event at any time: (i) The Company shall pay any dividend payable in stock upon its Common Stock or make any distribution (other than cash dividends) to the holders of its Common Stock; or (ii) The Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other rights; or (iii) The Company shall effect any capital reorganization or any reclassification of or change in the outstanding capital stock of the Company (other than a chance change in par value, or a change from f rom par value to no par value, or a change from f rom no par value to par value, or a change resulting solely from a subdivision or combination of outstanding shares), or any consolidation or merger, or any sale, transfer or other disposition of all or substantially all its property, assets, business and good CORPDAL:58187.1 26287-00001 7 will as an entirety, or the liquidation, dissolution or winding up of the Company; or (iv) The Company shall declare a dividend upon its Common Stock payable otherwise than out of earnings or earned surplus or otherwise than in Common Stock or any stock or obligations directly or indirectly convertible into or exchangeable for Common Stock; then, in any such case, the Company shall cause at least thirty days' , prior notice to be mailed to the registered holder of each Warrant at the address of such holder shown on the books of the Company. Such notice shall also specify the date on which the books of the Company shall close, or a record be taken, for such stock dividend, distribution or subscription rights, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, disposition, liquidation, dissolution, winding up or dividend, as the case may be, shall take place, and the date of participation therein by the holders of shares if any such date is to be fixed, and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action on the rights of the holders of the Warrants.