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

Adjustment of Warrant Exercise Price and Number of Shares. The number and kind of securities purchasable upon the exercise of the Warrant and the Warrant Exercise Price shall be subject to adjustment from time to time upon the occurrence of certain events, as follows: (a) Reclassification or Merger. In case of any reclassification, change or conversion of securities of the class 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 merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant), or in case of any sale of all or substantially all of the assets of the Company, the Company, or such successor or purchasing corporation, as the case may be, shall execute a new Warrant (in form and substance satisfactory to the Warrantholder) providing that the holder of this Warrant shall have the right to exercise such new Warrant and upon such exercise to receive, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change or merger by a holder of one share of Common Stock. Such new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 5, and appropriate adjustments shall be made to the purchase price per share payable hereunder, provided the aggregate purchase price shall remain the same. The provisions of this subsection (a) shall similarly apply to successive reclassification, changes, mergers and transfers.

Adjustment of Warrant Exercise Price and Number of Shares. The Warrant Price and the number and kind of securities shares of Common Stock issuable upon exercise of this Warrant shall be adjusted from time to time as follows: (a) If the Company or any of its subsidiaries shall at any time or from time to time while the Warrant is outstanding, pay a dividend or make a distribution on its capital stock in shares of Common Stock, subdivide its outstanding shares of Common Stock into a greater number of shares or combine its outstanding shares into a smaller number of shares or issue by reclassification of its outstanding shares of Common Stock any shares of its capital stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), then the number of Warrant Shares purchasable upon the exercise of the Warrant and the Warrant Exercise Price in effect immediately prior to the date upon which such change shall become effective, shall be subject adjusted by the Company so that the Warrantholder thereafter exercising the Warrant shall be entitled to receive the number of shares of Common Stock or other capital stock which the Warrantholder would have received if the Warrant had been exercised immediately prior to such event. Such adjustment from time to time upon the occurrence of certain events, as follows:shall be made successively whenever any event listed above shall occur. (ab) Reclassification or Merger. In case of If any reclassificationcapital reorganization, change or conversion of securities reclassification of the class issuable upon exercise capital stock of this Warrant (other than a change in par valuethe Company, consolidation 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 merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant)corporation, or in case of any sale sale, transfer or other disposition of all or substantially all of the Company’s assets to another corporation shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition, lawful and adequate provision shall be made whereby each Warrantholder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the CompanyWarrant Shares immediately theretofore issuable upon exercise of the Warrant, such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of the Warrant, had such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of each Warrantholder to the end that the provisions hereof (including, without limitations, provision for adjustment of the Warrant Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or properties thereafter deliverable upon the exercise hereof. (c) In the event that, as a result of an adjustment made pursuant to Section 9, the Companyholder of this Warrant shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, the number of such other shares so receivable upon exercise of this Warrant shall be subject thereafter 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 this Warrant. (d) In the event of any adjustment pursuant to this Section 9 in the number of Warrant Shares issuable hereunder upon exercise, the Warrant Price shall be inversely proportionately increased or such successor or purchasing corporationdecreased, as the case may be, shall execute a new Warrant (in form and substance satisfactory to the Warrantholder) providing such that the holder of this Warrant shall have the right to exercise such new Warrant and upon such exercise to receive, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change or merger by a holder of one share of Common Stock. Such new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 5, and appropriate adjustments shall be made to the purchase price per share payable hereunder, provided the aggregate purchase price for Warrant Shares upon full exercise of this Warrant shall remain the same. The provisions Similarly, in the event of any adjustment in the Warrant Price pursuant to this Section 9 (but not for any other reason), the number of Warrant Shares issuable hereunder upon exercise shall be inversely proportionately increased or decreased, as the case may be, such that the aggregate purchase price for Warrant Shares upon full exercise of this subsection (a) Warrant shall similarly apply to successive reclassification, changes, mergers and transfersremain the same.

Adjustment of Warrant Exercise Price and Number of Shares. The Warrant Price and the number and kind of securities shares of Common Stock issuable upon exercise of this Warrant shall be adjusted from time to time as follows: (a) If the Company or any of its subsidiaries shall at any time or from time to time while the Warrant is outstanding, pay a dividend or make a distribution on its capital stock in shares of Common Stock, subdivide its outstanding shares of Common Stock into a greater number of shares or combine its outstanding shares into a smaller number of shares or issue by reclassification of its outstanding shares of Common Stock any shares of its capital stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), then the number of Warrant Shares purchasable upon the exercise of the Warrant and the Warrant Exercise Price in effect immediately prior to the date upon which such change shall become effective, shall be subject adjusted by the Company so that the Warrantholder thereafter exercising the Warrant shall be entitled to receive the number of shares of Common Stock or other capital stock which the Warrantholder would have received if the Warrant had been exercised immediately prior to such event. Such adjustment from time to time upon the occurrence of certain events, as follows:shall be made successively whenever any event listed above shall occur. (ab) Reclassification or Merger. In case of If any reclassificationcapital reorganization, change or conversion of securities reclassification of the class issuable upon exercise capital stock of this Warrant (other than a change in par valuethe Company, consolidation 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 merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant)corporation, or in case of any sale sale, transfer or other disposition of all or substantially all of the Company’s assets to another corporation shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition, lawful and adequate provision shall be made whereby each Warrantholder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise of the Warrant, such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of the Warrant, had such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of each Warrantholder to the end that the provisions hereof (including, without limitations, provision for adjustment of the Warrant Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or properties thereafter deliverable upon the exercise hereof. The Company shall not effect any such consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume, by written instrument executed and delivered to the Company, the obligation to deliver to the holder of the Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to purchase and the other obligations under this Warrant. The provisions of this paragraph (b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions. (c) In case the Company shall fix a record date for the making of a distribution to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of evidences of indebtedness or assets or subscription rights or warrants, the Warrant Price to be in effect after such record date shall be determined by multiplying the Warrant Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the total number of shares of Common Stock outstanding multiplied by the Closing Sale Price of Common Stock on such record date, less the fair market value (on a per share basis) (as determined by the Company’s Board of Directors in good faith) of said assets or evidences of indebtedness so distributed, or of such successor subscription rights or purchasing corporationwarrants, and the denominator of which shall be the total number of shares of Common Stock outstanding multiplied by such Closing Sale Price of Common Stock on such record date. Such adjustment shall be made successively whenever such a record date is fixed. (d) In the event that, as a result of an adjustment made pursuant to this Section 9, the holder of this Warrant shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, the number of such other shares so receivable upon exercise of this Warrant shall be subject thereafter 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 this Warrant. (e) In the event of any adjustment pursuant to this Section 9 in the number of Warrant Shares issuable hereunder upon exercise, the Warrant Price shall be inversely proportionately increased or decreased, as the case may be, shall execute a new Warrant (in form and substance satisfactory to the Warrantholder) providing such that the holder of this Warrant shall have the right to exercise such new Warrant and upon such exercise to receive, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change or merger by a holder of one share of Common Stock. Such new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 5, and appropriate adjustments shall be made to the purchase price per share payable hereunder, provided the aggregate purchase price for Warrant Shares upon full exercise of this Warrant shall remain the same. The provisions Similarly, in the event of any adjustment in the Warrant Price, the number of Warrant Shares issuable hereunder upon exercise shall be inversely proportionately increased or decreased, as the case may be, such that the aggregate purchase price for Warrant Shares upon full exercise of this subsection (a) Warrant shall similarly apply to successive reclassification, changes, mergers and transfersremain the same.

Adjustment of Warrant Exercise Price and Number of Shares. The number and kind of securities purchasable upon the exercise of the this Warrant and the Warrant Exercise Price shall be subject to adjustment from time to time upon the occurrence of certain events, events as followsset forth in this Paragraph 4: (a) Reclassification If the Company at any time divides the outstanding shares of its Common Stock into a greater number of shares (whether pursuant to a stock split, stock dividend or Merger. In case otherwise), and conversely, if the outstanding shares of its Common Stock are combined into a smaller number of shares, the Warrant Exercise Price in effect immediately prior to such division or combination shall be proportionately adjusted to reflect the reduction or increase in the value of each such share of Common Stock. (b) If any reclassification, change capital reorganization or conversion of securities reclassification of the class issuable upon exercise capital stock of this Warrant (other than a change in par valuethe Company, or from par value to no par value, consolidation or from no par value to par value, or as a result of a subdivision or combination), or in case of any merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant)corporation, or in case of any the sale of all or substantially all of the its assets to another corporation shall be effected in such a way that holders of the Company's Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for such Common Stock, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, the Company, or such successor or purchasing corporation, as the case may be, Holder shall execute a new Warrant (in form and substance satisfactory to the Warrantholder) providing that the holder of this Warrant shall thereafter have the right to exercise such new Warrant purchase and receive upon the basis and upon the terms and conditions specified in this warrant and in lieu of the shares of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such exercise to receive, the kind and amount of shares of stock, other securities or assets as would have been issued or delivered to the Holder if Holder had exercised this Warrant and had received such shares of Common Stock immediately prior to such reorganization, reclassification, consolidation, merger or sale. 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 such consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed and mailed to the Holder at the last address of the Holder appearing on the books of the Company the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase. (c) Except as provided in paragraph (d) below, if and whenever the Company shall (i) issue or sell any shares of Common Stock for a consideration per share less than the Warrant Exercise Price in effect immediately prior to the time of such issuance or sale, (ii) issue or sell any warrants, options or other rights to acquire shares of Common Stock at a purchase price less than the Warrant Exercise Price in effect immediately prior to the time of such issuance or sale, or (iii) issue or sell any other securities that are convertible into shares of Common Stock for a purchase or exchange price less than the Warrant Exercise Price in effect immediately prior to the time of such issuance or sale, then, upon such issuance or sale, the Warrant Exercise Price shall be reduced to the price (calculated to the nearest cent) determined by dividing (A) an amount equal to the sum of (I) the number of shares of Common Stock outstanding immediately prior to such issue or sale multiplied by the then existing Warrant Exercise Price and (II) the consideration, if any, received by the Company upon such issue or sale plus the consideration to be received by the Company upon the exercise of such stock purchase rights by (B) an amount equal to the sum of (I) the number of shares of Common Stock outstanding immediately prior to such issue or sale and (II) the number of shares of Common Stock thus issued or sold or issuable or saleable upon the exercise of such purchase rights or the conversion of such convertible securities; PROVIDED, HOWEVER, that in the event that any such purchase right expires or is terminated prior to the exercise of this Warrant, the Warrant Exercise Price shall be recalculated by deleting such purchase right, and PROVIDED FURTHER, that if an adjustment is made to the Warrant Exercise Price as a result of the issuance or sale of any such purchase rights or convertible securities, money and property receivable upon such reclassification, change or merger by a holder of one share of Common Stock. Such new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 5, and appropriate adjustments no further adjustment shall be made to the Warrant Exercise Price at the time such purchase price per share payable hereunder, provided rights are exercised or convertible securities are converted. (d) Notwithstanding the aggregate purchase price shall remain the same. The provisions of paragraph (c) above, no adjustment shall be made in the Warrant Exercise Price as a result of (i) the exercise of options or warrants to purchase Common Stock or other derivative securities exercisable for shares of Common Stock which are outstanding at the date of this subsection Warrant; (ii) the grant of options to purchase Common Stock or the grant of restricted stock and other similar equity-based compensation awards pursuant to stock option and incentive plans which have been or are in the future approved by the Company's board of directors, or the exercise of such options or awards or (iii) the issuance of additional warrants in substantially the form of this Warrant pursuant to the Company's borrowing arrangements with Txxxx X. Xxxxx, or the exercise of such warrants. (e) If the Company takes any other action, or if any other event occurs, which does not come within the scope of the provisions of paragraphs (a) through (c) above but which should result in an adjustment in the Warrant Exercise Price and/or the number of shares subject to this Warrant in order to fairly protect the purchase rights of the Holder, an appropriate adjustment in such purchase rights shall similarly apply be made by the Company. (f) Upon each adjustment of the Warrant Exercise Price, the Holder shall thereafter be entitled to successive reclassificationpurchase, changesat the Warrant Exercise Price resulting from such adjustment, mergers the number of shares obtained by multiplying the Warrant Exercise Price in effect immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment and transfersdividing the product thereof by the Warrant Exercise Price resulting from such adjustment. (g) Upon any adjustment of the warrant exercise price, the Company shall give written notice thereof to the Holder stating the warrant exercise price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of this warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

Adjustment of Warrant Exercise Price and Number of Shares. The Warrant Price and the number and kind of securities shares of Common Stock issuable upon exercise of this Warrant shall be adjusted from time to time as follows: (a) If the Company or any of its subsidiaries shall at any time or from time to time while the Warrant is outstanding, pay a dividend or make a distribution on its capital stock in shares of Common Stock, subdivide its outstanding shares of Common Stock into a greater number of shares or combine its outstanding shares into a smaller number of shares or issue by reclassification of its outstanding shares of Common Stock any shares of its capital stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), then the number of Warrant Shares purchasable upon the exercise of the Warrant and the Warrant Exercise Price in effect immediately prior to the date upon which such change shall become effective, shall be subject adjusted by the Company so that the Warrantholder thereafter exercising the Warrant shall be entitled to receive the number of shares of Common Stock or other capital stock which the Warrantholder would have received if the Warrant had been exercised immediately prior to such event. Such adjustment from time to time upon the occurrence of certain events, as follows:shall be made successively whenever any event listed above shall occur. (ab) Reclassification or Merger. In case of If any reclassificationcapital reorganization, change or conversion of securities reclassification of the class issuable upon exercise capital stock of this Warrant (other than a change in par valuethe Company, consolidation 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 merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant)corporation, or in case of any sale sale, transfer or other disposition of all or substantially all of the Company’s assets of the Companyto another corporation shall be effected, the Company, or such successor or purchasing corporationthen, as the case may bea condition of such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition, lawful and adequate provision shall execute a new Warrant (in form and substance satisfactory to the Warrantholder) providing that the holder of this Warrant be made whereby each Warrantholder shall thereafter have the right to exercise such new Warrant purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise of the Warrant, such exercise to receive, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change securities or merger by a holder of one share of Common Stock. Such new Warrant shall provide for adjustments that shall be assets as nearly equivalent as may be practicable to the adjustments provided for in this Section 5, and appropriate adjustments shall be made to the purchase price per share payable hereunder, provided the aggregate purchase price shall remain the same. The provisions of this subsection (a) shall similarly apply to successive reclassification, changes, mergers and transfers.would have been

Adjustment of Warrant Exercise Price and Number of Shares. The Warrant Price and the number and kind of securities shares of Common Stock issuable upon exercise of this Warrant shall be adjusted from time to time as follows: (a) If the Company or any of its subsidiaries shall at any time or from time to time while the Warrant is outstanding, pay a dividend or make a distribution on its capital stock in shares of Common Stock, subdivide its outstanding shares of Common Stock into a greater number of shares or combine its outstanding shares into a smaller number of shares or issue by reclassification of its outstanding shares of Common Stock any shares of its capital stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), then the number of Warrant Shares purchasable upon the exercise of the Warrant and the Warrant Exercise Price in effect immediately prior to the date upon which such change shall become effective, shall be subject adjusted by the Company so that the Warrantholder thereafter exercising the Warrant shall be entitled to receive the number of shares of Common Stock or other capital stock which the Warrantholder would have received if the Warrant had been exercised immediately prior to such event. Such adjustment from time to time upon the occurrence of certain events, as follows:shall be made successively whenever any event listed above shall occur. (ab) Reclassification or Merger. In case of If any reclassificationcapital reorganization, change or conversion of securities reclassification of the class issuable upon exercise capital stock of this Warrant (other than a change in par valuethe Company, consolidation 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 merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant)corporation, or in case of any sale sale, transfer or other disposition of all or substantially all of the Company’s assets to another corporation shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition, lawful and adequate provision shall be made whereby each Warrantholder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the CompanyWarrant Shares immediately theretofore issuable upon exercise of the Warrant, such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of the Warrant, had such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of each Warrantholder to the end that the provisions hereof (including, without limitations, provision for adjustment of the Warrant Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or properties thereafter deliverable upon the exercise hereof. (c) In the event that, as a result of an adjustment made pursuant to Section 9, the Companyholder of this Warrant shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, the number of such other shares so receivable upon exercise of this Warrant shall be subject thereafter 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 this Warrant. (d) In the event of any adjustment pursuant to this Section 9 in the number of Warrant Shares issuable hereunder upon exercise, the Warrant Price shall be inversely proportionately increased or such successor or purchasing corporationdecreased, as the case may be, shall execute a new Warrant (in form and substance satisfactory to the Warrantholder) providing such that the holder of this Warrant shall have the right to exercise such new Warrant and upon such exercise to receive, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change or merger by a holder of one share of Common Stock. Such new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 5, and appropriate adjustments shall be made to the purchase price per share payable hereunder, provided the aggregate purchase price for Warrant Shares upon full exercise of this Warrant shall remain the same. The provisions Similarly, in the event of any adjustment in the Warrant Price, the number of Warrant Shares issuable hereunder upon exercise shall be inversely proportionately increased or decreased, as the case may be, such that the aggregate purchase price for Warrant Shares upon full exercise of this subsection (a) Warrant shall similarly apply to successive reclassification, changes, mergers and transfersremain the same.

Adjustment of Warrant Exercise Price and Number of Shares. The number and kind of securities purchasable upon the exercise of the Warrant and the Warrant Exercise Price shall be subject to adjustment from time to time upon the occurrence of certain events, as follows: (a) Reclassification or Merger. In case of any reclassification, change or conversion of securities of the class 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 merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant), or in case of any sale of all or substantially all of the assets of the Company, the Company, or such successor or purchasing corporation, as the case may be, shall execute a new Warrant (in form and substance satisfactory to the Warrantholder) providing that the holder of this Warrant shall have the right to exercise such new Warrant and upon such exercise to receive, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change or merger by a holder of one share of Common Stock. Such new Warrant shall provide 2 for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 5, and appropriate adjustments shall be made to the purchase price per share payable hereunder, provided the aggregate purchase price shall remain the same. The provisions of this subsection (a) shall similarly apply to successive reclassification, changes, mergers and transfers.

Adjustment of Warrant Exercise Price and Number of Shares. The Warrant Price and the number and kind of securities shares of Common Stock issuable upon exercise of this Warrant shall be adjusted from time to time as follows: (a) If the Company or any of its subsidiaries shall at any time or from time to time while the Warrant is outstanding, pay a dividend or make a distribution on its capital stock in shares of Common Stock, subdivide its outstanding shares of Common Stock into a greater number of shares or combine its outstanding shares into a smaller number of shares or issue by reclassification of its outstanding shares of Common Stock any shares of its capital stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), then the number of Warrant Shares purchasable upon the exercise of the Warrant and the Warrant Exercise Price in effect immediately prior to the date upon which such change shall become effective, shall be subject adjusted by the Company so that the Warrantholder thereafter exercising the Warrant shall be entitled to receive the number of shares of Common Stock or other capital stock which the Warrantholder would have received if the Warrant had been exercised immediately prior to such event. Such adjustment from time to time upon the occurrence of certain events, as follows:shall be made successively whenever any event listed above shall occur. (ab) Reclassification or Merger. In case of If any reclassificationcapital reorganization, change or conversion of securities reclassification of the class issuable upon exercise capital stock of this Warrant (other than a change in par valuethe Company, consolidation 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 merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant)corporation, or in case of any sale sale, transfer or other disposition of all or substantially all of the Company’s assets to another corporation shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition, lawful and adequate provision shall be made whereby each Warrantholder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise of the Warrant, such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of the Warrant, had such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of each Warrantholder to the end that the provisions hereof (including, without limitations, provision for adjustment of the Warrant Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or properties thereafter deliverable upon the exercise hereof. The Company shall not effect any such consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume, by written instrument executed and delivered to the Company, the Companyobligation to deliver to the holder of the Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, such successor holder may be entitled to purchase and the other obligations under this Warrant. The provisions of this paragraph (b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or purchasing corporationother dispositions. (c) In the event that, as a result of an adjustment made pursuant to this Section 9, the holder of this Warrant shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, the number of such other shares so receivable upon exercise of this Warrant shall be subject thereafter 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 this Warrant. (e) In the event of any adjustment pursuant to this Section 9 in the number of Warrant Shares issuable hereunder upon exercise, the Warrant Price shall be inversely proportionately increased or decreased, as the case may be, shall execute a new Warrant (in form and substance satisfactory to the Warrantholder) providing such that the holder of this Warrant shall have the right to exercise such new Warrant and upon such exercise to receive, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change or merger by a holder of one share of Common Stock. Such new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 5, and appropriate adjustments shall be made to the purchase price per share payable hereunder, provided the aggregate purchase price for Warrant Shares upon full exercise of this Warrant shall remain the same. The provisions Similarly, in the event of any adjustment in the Warrant Price, the number of Warrant Shares issuable hereunder upon exercise shall be inversely proportionately increased or decreased, as the case may be, such that the aggregate purchase price for Warrant Shares upon full exercise of this subsection (a) Warrant shall similarly apply to successive reclassification, changes, mergers and transfersremain the same.

Adjustment of Warrant Exercise Price and Number of Shares. The number and kind of securities purchasable upon the exercise of the this Warrant and the Warrant Exercise Price shall be subject to adjustment from time to time upon the occurrence of certain events, events as followsset forth in this Paragraph 4: (a) Reclassification If the Company at any time divides the outstanding shares of its Common Stock into a greater number of shares (whether pursuant to a stock split, stock dividend or Merger. In case otherwise), and conversely, if the outstanding shares of its Common Stock are combined into a smaller number of shares, the Warrant Exercise Price in effect immediately prior to such division or combination shall be proportionately adjusted to reflect the reduction or increase in the value of each such share of Common Stock. (b) If any reclassification, change capital reorganization or conversion of securities reclassification of the class issuable upon exercise capital stock of this Warrant (other than a change in par valuethe Company, or from par value to no par value, consolidation or from no par value to par value, or as a result of a subdivision or combination), or in case of any merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant)corporation, or in case of any the sale of all or substantially all of the its assets to another corporation shall be effected in such a way that holders of the Company's Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for such Common Stock, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, the Company, or such successor or purchasing corporation, as the case may be, Holder shall execute a new Warrant (in form and substance satisfactory to the Warrantholder) providing that the holder of this Warrant shall thereafter have the right to exercise such new Warrant purchase and receive upon the basis and upon the terms and conditions specified in this warrant and in lieu of the shares of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such exercise to receive, the kind and amount of shares of stock, other securities or assets as would have been issued or delivered to the Holder if Holder had exercised this Warrant and had received such shares of Common Stock immediately prior to such reorganization, reclassification, consolidation, merger or sale. 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 such consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed and mailed to the Holder at the last address of the Holder appearing on the books of the Company the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase. (c) Except as provided in paragraph (d) below, if and whenever the Company shall (i) issue or sell any shares of Common Stock for a consideration per share less than the Warrant Exercise Price in effect immediately prior to the time of such issuance or sale, (ii) issue or sell any warrants, options or other rights to acquire shares of Common Stock at a purchase price less than the Warrant Exercise Price in effect immediately prior to the time of such issuance or sale, or (iii) issue or sell any other securities that are convertible into shares of Common Stock for a purchase or exchange price less than the Warrant Exercise Price in effect immediately prior to the time of such issuance or sale, then, upon such issuance or sale, the Warrant Exercise Price shall be reduced to the price (calculated to the nearest cent) determined by dividing (A) an amount equal to the sum of (I) the number of shares of Common Stock outstanding immediately prior to such issue or sale multiplied by the then existing Warrant Exercise Price and (II) the consideration, if any, received by the Company upon such issue or sale plus the consideration to be received by the Company upon the exercise of such stock purchase rights by (B) an amount equal to the sum of (I) the number of shares of Common Stock outstanding immediately prior to such issue or sale and (II) the number of shares of Common Stock thus issued or sold or issuable or saleable upon the exercise of such purchase rights or the conversion of such convertible securities; PROVIDED, HOWEVER, that in the event that any such purchase right expires or is terminated prior to the exercise of this Warrant, the Warrant Exercise Price shall be recalculated by deleting such purchase right, and PROVIDED FURTHER, that if an adjustment is made to the Warrant Exercise Price as a result of the issuance or sale of any such purchase rights or convertible securities, money and property receivable upon such reclassification, change or merger by a holder of one share of Common Stock. Such new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 5, and appropriate adjustments no further adjustment shall be made to the Warrant Exercise Price at the time such purchase price per share payable hereunder, provided rights are exercised or convertible securities are converted. (d) Notwithstanding the aggregate purchase price shall remain the same. The provisions of paragraph (c) above, no adjustment shall be made in the Warrant Exercise Price as a result of (i) the exercise of options or warrants to purchase Common Stock or other derivative securities exercisable for shares of Common Stock that are outstanding at the date of this subsection Warrant; (ii) the exercise of the warrant to purchase 385,000 shares of Common Stock to be granted to the estate of Xxxxxxx X. Xxxxxx as of the date of this Warrant, (iii) the grant of options to purchase Common Stock or the grant of restricted stock and other similar equity-based compensation awards pursuant to stock option and incentive plans which have been approved by the Company's board of directors, or the exercise of such options or awards or (iv) the issuance of additional warrants in substantially the form of this Warrant pursuant to the Company's borrowing arrangements with Xxxxx X. Xxxxx, or the exercise of such warrants. (e) If the Company takes any other action, or if any other event occurs, which does not come within the scope of the provisions of paragraphs (a) through (c) above but which should result in an adjustment in the Warrant Exercise Price and/or the number of shares subject to this Warrant in order to fairly protect the purchase rights of the Holder, an appropriate adjustment in such purchase rights shall similarly apply be made by the Company. (f) Upon each adjustment of the Warrant Exercise Price, the Holder shall thereafter be entitled to successive reclassificationpurchase, changesat the Warrant Exercise Price resulting from such adjustment, mergers the number of shares obtained by multiplying the Warrant Exercise Price in effect immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment and transfersdividing the product thereof by the Warrant Exercise Price resulting from such adjustment. (g) Upon any adjustment of the warrant exercise price, the Company shall give written notice thereof to the Holder stating the warrant exercise price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of this warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.