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

Adjustment of Warrant Price and Number of Shares. The number and kind of securities purchasable upon the exercise of the Soliciting Dealer Warrant and the Warrant Price shall be subject to adjustment from time to time upon the happening of certain events, as follows: (a) In case the Company shall: (i) pay a dividend in Common Stock or make a distribution in Common Stock; (ii) subdivide its outstanding Common Stock; (iii) combine its outstanding Common Stock into a smaller number of shares of Common Stock, or (iv) issue by reclassification of its Common Stock other securities of the Company, the number and kind of securities purchasable upon the exercise of the Soliciting Dealer Warrant immediately prior thereto shall be adjusted so that the Warrantholder shall be entitled to receive the number and kind of securities of the Company which it would have owned or would have been entitled to receive after the happening of any of the events described above had the Soliciting Dealer Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. Any adjustment made pursuant to this Subsection (a) shall become effective on the effective date of such event retroactive to the record date, if any, for such event. (b) No adjustment in the number of securities purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of securities (calculated to the nearest full Share thereof) then purchasable upon the exercise of the Soliciting Dealer Warrant or, if the Soliciting Dealer Warrant is not then exercisable, the number of securities purchasable upon the exercise of the Soliciting Dealer Warrant on the first date thereafter that the Soliciting Dealer Warrant becomes exercisable; provided, however, that any adjustment which by reason of this Subsection (b) is not required to be made immediately shall be carried forward and taken into account in any subsequent adjustment. (c) Whenever the number of Shares purchasable upon the exercise of the Soliciting Dealer Warrant is adjusted as herein provided, the Warrant Price shall be adjusted by multiplying such Warrant Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of the Soliciting Dealer Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares so purchasable immediately thereafter. (d) For the purpose of this Section 8, the term "Common Stock" shall mean: (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement; or (ii) any other class of stock resulting from successive changes or reclassification of such Common Stock consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to this Section 8, the Warrantholder shall become entitled to purchase any shares of the Company other than Common Stock, thereafter the number of such other shares so purchasable upon the exercise of the Soliciting Dealer Warrant and the Warrant Price shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Shares contained in this Section 8.

Adjustment of Warrant Price and Number of Shares. The number and kind of securities purchasable upon the exercise of the Soliciting Dealer this Warrant and the Warrant Price shall be subject to adjustment from time to time upon the happening occurrence of certain events, as follows: (a) Reclassification or Merger. In case the Company shall: (i) pay a dividend in Common Stock of any reclassification or make a distribution in Common Stock; (ii) subdivide its outstanding Common Stock; (iii) combine its outstanding Common Stock into a smaller number of shares of Common Stock, or (iv) issue by reclassification of its Common Stock other securities of the Company, the number and kind of securities purchasable upon the exercise of the Soliciting Dealer Warrant immediately prior thereto shall be adjusted so that the Warrantholder shall be entitled to receive the number and kind change of securities of the Company which it would have owned or would have been entitled to receive after the happening of any of the events described above had the Soliciting Dealer Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. Any adjustment made pursuant to this Subsection (a) shall become effective on the effective date of such event retroactive to the record date, if any, for such event. (b) No adjustment in the number of securities purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of securities (calculated to the nearest full Share thereof) then purchasable class issuable upon the exercise of the Soliciting Dealer this Warrant or, if the Soliciting Dealer Warrant is not then exercisable, the number of securities purchasable upon the exercise of the Soliciting Dealer Warrant on the first date thereafter that the Soliciting Dealer Warrant becomes exercisable; provided, however, that any adjustment which by reason of this Subsection (b) is not required to be made immediately shall be carried forward and taken into account in any subsequent adjustment. (c) Whenever the number of Shares purchasable upon the exercise of the Soliciting Dealer Warrant is adjusted as herein provided, the Warrant Price shall be adjusted by multiplying such Warrant Price immediately prior to such adjustment by other than a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of the Soliciting Dealer Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares so purchasable immediately thereafter. (d) For the purpose of this Section 8, the term "Common Stock" shall mean: (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement; or (ii) any other class of stock resulting from successive changes or reclassification of such Common Stock consisting solely of changes change in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, or as a result of an adjustment made pursuant to this Section 8a subdivision or combination), the Warrantholder shall become entitled to purchase or in case of any shares merger of the Company with or into another corporation (other than Common Stocka merger with another corporation in which the Company is the acquiring and the surviving corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant), thereafter or in case of any sale of all or substantially all of the number assets of the Company, the Company, or such other shares successor or purchasing corporation, as the case may be, shall duly execute and deliver to the holder of this Warrant a new Warrant (in form and substance satisfactory to the holder of this Warrant), or the Company shall make appropriate provision without the issuance of a new Warrant, so purchasable that the holder of this Warrant shall have the right to receive upon exercise of this Warrant, at a total purchase price not to exceed that payable upon the exercise of the Soliciting Dealer unexercised portion of this Warrant, and in lieu of the shares of Common Stock theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change or merger by a holder of the number of shares of Common Stock then purchasable under this Warrant. Such new Warrant and the Warrant Price shall provide for adjustments that shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as may be practicable to the provisions with respect to the Shares contained adjustments provided for in this Section 84. The provisions of this subparagraph (a) shall similarly apply to successive reclassifications, changes, mergers and transfers.

Adjustment of Warrant Price and Number of Shares. The number and kind of securities purchasable upon the exercise of the Soliciting Dealer Warrant and the Warrant Price shall be subject to adjustment from time to time (in addition to any adjustments in accordance with Subsection (b) of Section 7 above) upon the happening of certain events, as follows: (a) In case the Company shall: (i) pay a dividend in Common Stock Shares or make a distribution in Common StockShares; (ii) subdivide its outstanding Common StockShares; (iii) combine its outstanding Common Stock Shares into a smaller number of shares of Common StockShares, or (iv) issue issue, by reclassification of its Common Stock Shares, other securities of the Company, then the number and kind of securities purchasable upon the exercise of the Soliciting Dealer Warrant immediately prior thereto shall be adjusted so that the Warrantholder shall be entitled to receive the number and kind of securities of the Company which it would have owned or would have been entitled to receive after the happening of any of the events described above had the Soliciting Dealer Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. Any adjustment made pursuant to this Subsection (a) shall become effective on the effective date of such event retroactive to the record date, if any, for such event. (b) No adjustment in the number of securities purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of securities (calculated to the nearest full Share thereof) then purchasable upon the exercise of the Soliciting Dealer Warrant or, if the Soliciting Dealer Warrant is not then exercisable, the number of securities purchasable upon the exercise of the Soliciting Dealer Warrant on the first date thereafter that the Soliciting Dealer Warrant becomes exercisable; provided, however, that any adjustment which by reason of this Subsection (b) is not required to be made immediately shall be carried forward and taken into account in any subsequent adjustment. (c) Whenever the number of Shares purchasable upon the exercise of the Soliciting Dealer Warrant is adjusted as herein provided, the Warrant Price shall be adjusted by multiplying such Warrant Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of the Soliciting Dealer Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares so purchasable immediately thereafter. (d) For the purpose of this Section 8, the term "Common StockShares" shall mean: (i) the class of stock designated as the Common Stock Shares of the Company at the date of this Agreement; or (ii) any other class of stock resulting from successive changes or reclassification of such Common Stock Shares consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to this Section 8, the Warrantholder shall become entitled to purchase any shares of stock of the Company other than Common StockShares, thereafter the number of such other shares of stock of the Company so purchasable upon the exercise of the Soliciting Dealer Warrant Warrants and the Warrant Price shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Shares contained in this Section 8.

Adjustment of Warrant Price and Number of Shares. The Company agrees to reserve and shall keep reserved for issuance the number of shares of Common Stock issuable upon exercise of this Warrant. The number and kind of securities purchasable upon the exercise of the Soliciting Dealer this Warrant and the Warrant Price shall be subject to adjustment from time to time upon the happening of certain events, as follows: (a) In case the Company shall: shall (i1) pay a dividend in Common Stock or make a distribution in shares of its Common Stock; , (ii2) subdivide its outstanding Common Stock; Stock into a greater number of shares, (iii3) combine its outstanding Common Stock into a smaller number of shares of Common Stockshares, or (iv4) issue by reclassification of its Common Stock any shares of capital stock of the Company (other than a change in par value, or from par value to no par value, or from no par value to par value), the Warrant Price and the number of shares of Common Stock or other securities of the Company, the number and kind of securities purchasable issuable upon the exercise of the Soliciting Dealer this Warrant in effect immediately prior thereto shall be adjusted so that the Warrantholder Warrantholder, by operation of SECTION 3(d) hereof, shall be entitled to receive the number and kind of securities of the Company shares which it would have owned or would have been entitled to receive after immediately following the happening of any of the events described above above, had the Soliciting Dealer this Warrant been exercised immediately prior to the happening of such event record or any effective date thereof. An adjustment made pursuant to SECTIONS 3(a)(1)-(4) above shall become effective immediately after the record date with respect theretoin the case of a dividend or distribution (PROVIDED, HOWEVER, that such adjustments shall be reversed if such dividends or distributions are not actually paid) and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. Any If, as a result of an adjustment made pursuant to this Subsection paragraph, the Warrantholder shall become entitled to receive shares of two or more classes of capital stock of the Company, the Board of Directors (awhose determination shall be conclusive and shall be evidenced by a resolution) shall become effective on determine the effective date allocation of the adjusted Warrant Price between or among the shares of such event retroactive to the record date, if any, for such eventclasses of capital stock. (b) In case of any reclassification of the outstanding Common Stock (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, combination or stock dividend), or in case of any consolidation of the Company with, or merger of the Company into, another corporation wherein the Company is not the surviving entity, or in case of any sale of all, or substantially all, of the property, assets, business and goodwill of the Company, the Company, or such successor or purchasing corporation, as the case may be, shall provide, by a written instrument delivered to the Warrantholder, that the Warrantholder shall thereafter be entitled, upon exercise of this Warrant, to the kind and amount of shares of stock or other equity securities, or other property or assets that would have been receivable by such Warrantholder upon such reclassification, consolidation, merger or sale, if this Warrant had been exercised immediately prior thereto. Such corporation, which thereafter shall be deemed to be the "Company" for purposes of this Warrant, shall provide in such written instrument for adjustments to the Warrant Price that shall be as nearly equivalent as may be practicable to the adjustments provided for in this SECTION 3. (c) No adjustment in the number of securities purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of securities (calculated to the nearest full Share share or unit thereof) then purchasable upon the exercise of the Soliciting Dealer Warrant or, if the Soliciting Dealer Warrant is not then exercisable, the number of securities purchasable upon the exercise of the Soliciting Dealer Warrant on the first date thereafter that the Soliciting Dealer Warrant becomes exercisablethis Warrant; provided, however, that any adjustment which by reason of this Subsection (bSECTION 3(c) is not required to be made immediately shall be carried forward and taken into account in any subsequent adjustment. (cd) Whenever the number of Shares purchasable upon the exercise of the Soliciting Dealer Warrant Price is adjusted as herein providedprovided in this SECTION 3, the number of shares of Common Stock or other securities issuable upon exercise of this Warrant Price shall be adjusted simultaneously, by multiplying such Warrant Price immediately prior to such adjustment the number of shares previously issuable by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of the Soliciting Dealer Warrant Price in effect immediately prior to such adjustment, and of which the denominator shall be the number of Shares Warrant Price as so purchasable immediately thereafteradjusted. (de) For the purpose of this Section 8SECTION 3, the term "Common Stock" shall mean: mean (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement; April 8, 1998, or (ii) any other class of stock resulting from successive changes or reclassification reclassifications of such Common Stock consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to this Section 8SECTION 3, the Warrantholder shall become entitled to purchase any shares of the Company Company's capital stock other than Common Stock, thereafter the number of such other shares so purchasable upon the exercise of the Soliciting Dealer this Warrant and the Warrant Price of such shares shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Shares shares contained in this Section 8SECTION 3.

Adjustment of Warrant Price and Number of Shares. The number and kind of securities purchasable upon the exercise of the Soliciting Dealer Warrant and the Warrant Price shall be subject to adjustment from time to time (in addition to any adjustments in accordance with Subsection (b) of Section 7 above) upon the happening of certain events, as follows: (a) In case the Company shall: (i) pay a dividend in Common Stock Shares or make a distribution in Common StockShares; (ii) subdivide its outstanding Common StockShares; (iii) combine its outstanding Common Stock Shares into a smaller number of shares of Common StockShares, or (iv) issue issue, by reclassification of its Common Stock Shares, other securities of the Company, then the number and kind of securities purchasable upon the exercise of the Soliciting Dealer Warrant immediately prior thereto shall be adjusted so that the Warrantholder shall be entitled to receive the number and kind of securities of the Company which it would have owned or would have been entitled to receive after the happening of any of the events described above had the Soliciting Dealer Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. Any adjustment made pursuant to this Subsection (a) shall become effective on the effective date of such event retroactive to the record date, if any, for such event. (b) No adjustment in the number of securities purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of securities (calculated to the nearest full Share thereof) then purchasable upon the exercise of the Soliciting Dealer Warrant or, if the Soliciting Dealer Warrant is not then exercisable, the number of securities purchasable upon the exercise of the Soliciting Dealer Warrant on the first date thereafter that the Soliciting Dealer Warrant becomes exercisable; provided, however, that any adjustment which by reason of this Subsection (b) is not required to be made immediately shall be carried forward and taken into account in any subsequent adjustment. (c) Whenever the number of Shares purchasable upon the exercise of the Soliciting Dealer Warrant is adjusted as herein provided, the Warrant Price shall be adjusted by multiplying such Warrant Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of the Soliciting Dealer Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares so purchasable immediately thereafter. (d) For the purpose of this Section 8, the term "Common Stock" “Shares” shall mean: (i) the class of stock designated as the Common Stock Shares of the Company at the date of this Agreement; or (ii) any other class of stock resulting from successive changes or reclassification of such Common Stock Shares consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to this Section 8, the Warrantholder shall become entitled to purchase any shares of stock of the Company other than Common StockShares, thereafter the number of such other shares of stock of the Company so purchasable upon the exercise of the Soliciting Dealer Warrant Warrants and the Warrant Price shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Shares contained in this Section 8.

Adjustment of Warrant Price and Number of Shares. The number and kind of securities purchasable upon the exercise of the Soliciting Dealer Warrant Warrants and the Warrant Price shall be subject to adjustment from time to time upon the happening of certain events, as follows: (aA) In case the Company shall: (i) pay a dividend in Common Stock or make a distribution in Common Stock; (ii) subdivide its outstanding Common Stock; (iii) combine its outstanding Common Stock into a smaller number of shares of Common Stock, ; or (iv) issue by reclassification of its Common Stock other securities of the Company, the number and kind of securities purchasable upon the exercise of the Soliciting Dealer Warrant Warrants immediately prior thereto shall be adjusted so that the Warrantholder shall be entitled to receive the number and kind of securities of the Company which it would have owned or would have been entitled to receive after the happening of any of the events described above had the Soliciting Dealer Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. Any adjustment made pursuant to this Subsection (aA) shall become effective on the effective date of such event retroactive to the record date, if any, for such event. (bB) No adjustment in the number of securities purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of securities (calculated to the nearest full Share thereof) then purchasable upon the exercise of the Soliciting Dealer Warrant or, if the Soliciting Dealer Warrant is not then exercisable, the number of securities purchasable upon the exercise of the Soliciting Dealer Warrant on the first date thereafter that the Soliciting Dealer Warrant becomes exercisable; provided, however, that any adjustment which by reason of this Subsection (bB) is not required to be made immediately shall be carried forward and taken into account in any subsequent adjustment. (cC) Whenever the number of Shares purchasable upon the exercise of the Soliciting Dealer Warrant is adjusted as herein provided, the Warrant Price shall be adjusted by multiplying such Warrant Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of the Soliciting Dealer Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares so purchasable immediately thereafter. (dD) For the purpose of this Section 8, the term "Common Stock" shall mean: (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement; or (ii) any other class of stock resulting from successive changes or reclassification of such Common Stock consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to this Section 8, the Warrantholder shall become entitled to purchase any shares of the Company other than Common Stock, thereafter the number of such other shares so purchasable upon the exercise of the Soliciting Dealer Warrant and the Warrant Price shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Shares contained in this Section 8.

Adjustment of Warrant Price and Number of Shares. The number and kind of securities purchasable upon the exercise of the Soliciting Dealer Warrant and the Warrant Price shall be subject to adjustment from time to time upon the happening of certain events, as follows: (a) In case the Company shall: shall (i) pay a dividend in Common Stock or any other security or make a distribution in Common Stock; , (ii) subdivide its outstanding Common Stock; , (iii) combine its outstanding Common Stock into a smaller number of shares of Common Stock, or (iv) issue by reclassification of its Common Stock other securities of the Company, the number and kind of securities Shares purchasable upon the exercise of the Soliciting Dealer Warrant Warrants immediately prior thereto shall be adjusted so that the Warrantholder shall be entitled to receive the kind and number and kind of Shares or other securities of the Company which it would have owned or would have been entitled to receive immediately after the happening of any of the events described above above, had the Soliciting Dealer Warrant Warrants been exercised immediately prior to the happening of such event or any record date with respect thereto. Any adjustment made pursuant to this Subsection (a) Section 5 shall become effective on immediately after the effective date of such event retroactive to the record date, if any, for such event. (b) No adjustment in the number of securities purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of securities (calculated to the nearest full Share thereof) then purchasable upon the exercise of the Soliciting Dealer Warrant or, if the Soliciting Dealer Warrant is not then exercisable, the number of securities purchasable upon the exercise of the Soliciting Dealer Warrant on the first date thereafter that the Soliciting Dealer Warrant becomes exercisable; provided, however, that any adjustment which by reason of this Subsection (b) is not required to be made immediately shall be carried forward and taken into account in any subsequent adjustment. (c) . Whenever the number of Shares purchasable upon the exercise of the Soliciting Dealer Warrant Warrants is adjusted as herein provided, the Warrant Price payable upon exercise of the Warrants shall be adjusted by multiplying such Warrant Price immediately prior to such adjustment by a fraction, the numerator of which the numerator shall be the number of Shares purchasable upon the exercise of the Soliciting Dealer Warrant Warrants immediately prior to such adjustment, and the denominator of which the denominator shall be the number of Shares so purchasable immediately thereafter. (d) For the purpose of . Except as provided in this Section 85, no adjustment in respect of any cash dividends or distributions out of earnings shall be made during the term "Common Stock" shall mean: (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement; Warrants or (ii) any other class of stock resulting from successive changes or reclassification of such Common Stock consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to this Section 8, the Warrantholder shall become entitled to purchase any shares of the Company other than Common Stock, thereafter the number of such other shares so purchasable upon the exercise of the Soliciting Dealer Warrant and the Warrant Price shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Shares contained in this Section 8Warrants.

Adjustment of Warrant Price and Number of Shares. The number and kind of securities Shares purchasable upon the exercise of the Soliciting Dealer this Warrant and the Warrant Exercise Price shall be subject to adjustment from time to time only as follows: a. The Exercise Price of this Warrant and the number of Shares issuable upon exercise of this Warrant shall be appropriately adjusted to reflect any stock dividend, stock split, combination of shares of stock, reclassification, recapitalization or other similar event affecting the happening number of certain eventsoutstanding shares of Common Stock, as follows: (a) In case i. The Exercise Price in effect at the Company shall: (i) pay time of such event shall be adjusted so that it shall equal the price determined by multiplying the Exercise Price by a dividend in Common Stock or make a distribution in Common Stock; (ii) subdivide its outstanding Common Stock; (iii) combine its outstanding Common Stock into a smaller fraction, the denominator of which shall be the number of shares of Common Stock, or (iv) issue by reclassification of its Common Stock other securities of the Company, the number and kind of securities purchasable upon the exercise of the Soliciting Dealer Warrant outstanding immediately prior thereto shall be adjusted so that the Warrantholder shall be entitled after giving effect to receive the number and kind of securities of the Company which it would have owned or would have been entitled to receive after the happening of any of the events described above had the Soliciting Dealer Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. Any adjustment made pursuant to this Subsection (a) shall become effective on the effective date of such event retroactive to the record date, if any, for such event. (b) No adjustment in the number of securities purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of securities (calculated to the nearest full Share thereof) then purchasable upon the exercise of the Soliciting Dealer Warrant or, if the Soliciting Dealer Warrant is not then exercisable, the number of securities purchasable upon the exercise of the Soliciting Dealer Warrant on the first date thereafter that the Soliciting Dealer Warrant becomes exercisable; provided, however, that any adjustment which by reason of this Subsection (b) is not required to be made immediately shall be carried forward and taken into account in any subsequent adjustment. (c) Whenever the number of Shares purchasable upon the exercise of the Soliciting Dealer Warrant is adjusted as herein provided, the Warrant Price shall be adjusted by multiplying such Warrant Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise shares of the Soliciting Dealer Warrant Common Stock outstanding immediately prior to such adjustment, and of which the denominator event. Such adjustment shall be made successively whenever any event specified above shall occur. ii. Whenever the Exercise Price payable upon exercise of this Warrant is adjusted pursuant to subparagraph (i) above, the number of Shares purchasable upon exercise of this Warrant shall simultaneously be adjusted by multiplying the number of Shares initially issuable upon exercise of this Warrant by the initial Exercise Price in effect on the date hereof and dividing the product so purchasable immediately thereafterobtained by the Exercise Price, as adjusted. b. In case the Company shall make or issue, or shall fix a record date for the determination of eligible holders entitled to receive, a dividend or other distribution with respect to the shares payable in (di) For securities of the purpose Company (other than Shares of Common Stock) or (ii) assets (excluding cash dividends paid or payable solely out of retained earnings), then in each case, the holder of this Section 8Warrant on exercise hereof at any time after the consummation, effective date or record date of such event, shall receive, in addition to the Shares issuable on such exercise prior to such date, the term securities or other assets of the Company to which such holder would have been entitled upon such date if such holder had exercised this Warrant immediately prior thereto (all subject to further adjustment as provided in this Warrant). c. In case of any merger of the Company with or into any other corporation, entity or person, or any other corporate reorganization, in which the Company shall not be the continuing or surviving entity of such reorganization or merger, or any sale of all or substantially all of the assets of the Company (any such transaction being hereinafter referred to as a "Common Stock" shall mean: Reorganization"), then, in each case, (i) the class holder of stock designated as the Common Stock this Warrant shall be provided with written notice of the Company proposed Reorganization at least thirty (30) days prior to the date of this Agreement; or proposed Reorganization date, and (ii) the holder of this Warrant, on exercise hereof at any other class of stock resulting from successive changes time after the consummation or reclassification effective date of such Common Stock consisting solely Reorganization (the "Effective Date"), shall receive, in lieu of changes in par value, or from par value the Shares issuable on such exercise prior to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to this Section 8Effective Date, the Warrantholder shall become stock and other securities and property (including cash) to which such Holder would have been entitled upon the Effective Date if such Holder had exercised this Warrant immediately prior thereto (all subject to purchase further adjustment as provided in this Warrant). d. In case of any shares adjustment or readjustment in the price or kind of the Company other than Common Stock, thereafter the number of such other shares so purchasable upon securities issuable on the exercise of this Warrant, the Soliciting Dealer Warrant and the Warrant Price shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable Company will promptly give written notice thereof to the provisions with respect to holder of this Warrant in the Shares contained form of a certificate, certified and confirmed by the Board of Directors of the Company, setting forth such adjustment or readjustment and showing in this Section 8reasonable detail the computation of such adjustment.

Adjustment of Warrant Price and Number of Shares. The number and kind of securities purchasable upon the exercise of the Soliciting Dealer this Warrant and the Warrant Price shall be subject to adjustment from time to time upon the happening of certain events, as follows: (a) In case Stock Dividends, Subdivisions, Combinations and Other Issuances. If the Company shall: (i) pay a dividend in shall at any time prior to the expiration of this Warrant subdivide its Common Stock, by stock split or otherwise, combine its Common Stock or make a distribution in Common Stock; (ii) subdivide its outstanding Common Stock; (iii) combine its outstanding Common Stock into a smaller number of issue additional shares of Common Stock, or (iv) issue by reclassification of its Common Stock other securities as a dividend with respect to any shares of the Companyits Common Stock, the number and kind of securities purchasable upon Shares issuable on the exercise of this Warrant shall forthwith be proportionately increased in the Soliciting Dealer Warrant immediately prior thereto case of a subdivision or stock dividend and proportionately decreased in the case of a combination. Appropriate adjustments shall also be adjusted so that the Warrantholder shall be entitled to receive the number and kind of securities of the Company which it would have owned or would have been entitled to receive after the happening of any of the events described above had the Soliciting Dealer Warrant been exercised immediately prior made to the happening purchase price payable per share, but the aggregate purchase price payable for the total number of such event or any record date with respect theretoShares purchasable under this Warrant (as adjusted) shall remain the same. Any adjustment made pursuant to under this Subsection (aSection 7(a) shall become effective at the close of business on the date the subdivision or combination becomes effective or as of the record date of such dividend, or, in the event retroactive to that no record date is fixed, upon the record date, if any, for making of such eventdividend. (b) No adjustment Reclassification, Reorganization, Merger, Sale or Consolidation. In the event of any reclassification, capital reorganization or other change in the number of securities purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of securities (calculated to the nearest full Share thereof) then purchasable upon the exercise of the Soliciting Dealer Warrant or, if the Soliciting Dealer Warrant is not then exercisable, the number of securities purchasable upon the exercise of the Soliciting Dealer Warrant on the first date thereafter that the Soliciting Dealer Warrant becomes exercisable; provided, however, that any adjustment which by reason of this Subsection (b) is not required to be made immediately shall be carried forward and taken into account in any subsequent adjustment. (c) Whenever the number of Shares purchasable upon the exercise of the Soliciting Dealer Warrant is adjusted as herein provided, the Warrant Price shall be adjusted by multiplying such Warrant Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of the Soliciting Dealer Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares so purchasable immediately thereafter. (d) For the purpose of this Section 8, the term "Common Stock" shall mean: (i) the class of stock designated as the Common Stock of the Company (other than as a result of a subdivision, combination or stock dividend provided for in Section (a) above) or in the event of a consolidation or merger of the Company with or into, or the sale of all or substantially all of the properties and assets of the Company, to any person, and the connection therewith consideration is payable to holders of Common Stock in cash, securities or other property, then as a condition of such reclassification, reorganization or change, consolidation, merger or sale, lawful provision shall be made, and duly executed documents evidencing the same shall be delivered to the Holder, so that the Holder shall have the right at any time prior to the date expiration of this Agreement; Warrant to purchase, at a total price equal to that payable upon the exercise of this Warrant immediately prior to such event, the kind and amount of cash, securities or other property receivable in connection with such reclassification, reorganization or change, consolidation, merger or sale, by a holder of the same number of shares of Common Stock as were exercisable by the Holder immediately prior to such reclassification, reorganization or change, consolidation, merger or sale. In any such case, appropriate provisions shall be made with respect to the rights and interest of the Holder so that the provisions hereof shall thereafter be applicable with respect to any cash, securities or property deliverable upon exercise hereof. Notwithstanding the foregoing, (i) if the Company merges or consolidates with, or sells all or substantially all of its property and assets to, any other person, and consideration is payable to holders of Common Stock in exchange for their Common Stock in connection with such merger, consolidation or sale which consists solely of cash, or (ii) any other class in the event of stock resulting from successive changes the dissolution, liquidation or reclassification winding up of the Company, then the Holder shall be entitled to receive distributions on the date of such event on an equal basis with holders of Common Stock consisting solely as if this Warrant had been exercised immediately prior to such event, less the Warrant Price. Upon receipt of changes in par valuesuch payment, or from par value to no par valueif any, or from no par value to par valuethe rights of the Holder shall terminate and cease, and this Warrant shall expire. In case of any such merger, consolidation or sale of assets, the surviving or acquiring person and, in the event that at of any timedissolution, as a result liquidation or winding up of an adjustment made pursuant to this Section 8the Company, the Warrantholder Company shall become entitled to purchase any shares promptly, after receipt of this surrendered Warrant, make payment by delivering a check in such amount as is appropriate (or, in the Company case of consideration other than Common Stockcase, thereafter the number of such other shares so purchasable upon consideration as is appropriate) to such person as it may be directed in writing by the exercise of the Soliciting Dealer Warrant and the Warrant Price shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Shares contained in Holder surrendering this Section 8Warrant.

Adjustment of Warrant Price and Number of Shares. The number and kind of securities purchasable upon the exercise of the Soliciting Dealer Warrant and the Warrant Price shall be subject to adjustment from time to time upon the happening of certain events, as follows: (a) In case the Company shall: (i) pay a dividend in Common Stock or make a distribution in Common Stock; (ii) subdivide its outstanding Common Stock; (iii) combine its outstanding Common Stock into a smaller number of shares of Common Stock, or (iv) issue by reclassification of its Common Stock other securities of the Company, the number and kind of securities purchasable upon the exercise of the Soliciting Dealer Warrant immediately prior thereto shall be adjusted so that the Warrantholder shall be entitled to receive the number and kind of securities of the Company which it would have owned or would have been entitled to receive after the happening of any of the events described above had the Soliciting Dealer Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. Any adjustment made pursuant to this Subsection (a) shall become effective on the effective date of such event retroactive to the record date, if any, for such event.with (b) No adjustment in the number of securities purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of securities (calculated to the nearest full Share thereof) then purchasable upon the exercise of the Soliciting Dealer Warrant or, if the Soliciting Dealer Warrant is not then exercisable, the number of securities purchasable upon the exercise of the Soliciting Dealer Warrant on the first date thereafter that the Soliciting Dealer Warrant becomes exercisable; provided, however, that any adjustment which by reason of this Subsection (b) is not required to be made immediately shall be carried forward and taken into account in any subsequent adjustment. (c) Whenever the number of Shares purchasable upon the exercise of the Soliciting Dealer Warrant is adjusted as herein provided, the Warrant Price shall be adjusted by multiplying such Warrant Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of the Soliciting Dealer Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares so purchasable immediately thereafter. (d) For the purpose of this Section 8, the term "Common Stock" shall mean: (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement; or (ii) any other class of stock resulting from successive changes or reclassification of such Common Stock consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to this Section 8, the Warrantholder shall become entitled to purchase any shares of the Company other than Common Stock, thereafter the number of such other shares so purchasable upon the exercise of the Soliciting Dealer Warrant and the Warrant Price shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Shares contained in this Section 8.

Adjustment of Warrant Price and Number of Shares. Issuable Upon -------------------------------------------------------------------- Exercise. The number Warrant Price and kind the Warrant Share Number shall be subject to -------- adjustment from time to time as set forth in this Section 4. The Issuer shall give the Holder notice of securities purchasable any event described below which requires an adjustment pursuant to this Section 4 in accordance with the notice provisions set forth in Section 5. (a) Recapitalization, Reorganization, Reclassification, Consolidation, ------------------------------------------------------------------- Merger or Sale. ---------------- (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a "Triggering Event"): (a) consolidate or merge ----------------- with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Warrant Price and the Warrant Share Number of shares of Warrant Stock that may be purchased upon exercise of this Warrant so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price as adjusted to take into account the consummation of such Triggering Event, in lieu of the Soliciting Dealer Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4, and the Warrant Price shall be subject adjusted to adjustment from time to time upon equal the happening product of certain events, (A) the closing price of the common stock of the continuing or surviving corporation as follows: a result of such Triggering Event as of the date immediately preceding the date of the consummation of such Triggering Event multiplied by (aB) In case the Company shall: quotient of (i) pay a dividend in Common Stock or make a distribution in Common Stock; the Warrant Price divided by (ii) subdivide its outstanding Common Stock; (iii) combine its outstanding the Per Share Market Value of the Common Stock into a smaller number of shares of Common Stock, or (iv) issue by reclassification of its Common Stock other securities as of the Company, date immediately preceding the number and kind of securities purchasable upon the exercise of the Soliciting Dealer Warrant immediately prior thereto shall be adjusted so that the Warrantholder shall be entitled to receive the number and kind of securities of the Company which it would have owned or would have been entitled to receive after the happening of any of the events described above had the Soliciting Dealer Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. Any adjustment made pursuant to this Subsection (a) shall become effective on the effective date of such event retroactive to the record date, if any, for such event. (b) No adjustment in the number of securities purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of securities (calculated to the nearest full Share thereof) then purchasable upon the exercise of the Soliciting Dealer Warrant or, if the Soliciting Dealer Warrant is not then exercisable, the number of securities purchasable upon the exercise of the Soliciting Dealer Warrant on the first date thereafter that the Soliciting Dealer Warrant becomes exercisableOriginal Issue Date; provided, however, that any adjustment which by reason the Holder at its option may elect -------- ------- to receive an amount in cash equal to the value of this Subsection (b) is not required to be made immediately Warrant calculated in accordance with the Black-Scholes formula. Immediately upon the occurrence of a Triggering Event, the Issuer shall be carried forward notify the Holder in writing of such Triggering Event and taken into account provide the calculations in any subsequent adjustment. (c) Whenever determining the number of Shares purchasable shares of Warrant Stock issuable upon the exercise of the Soliciting Dealer new warrant and the adjusted Warrant is adjusted as herein providedPrice. Upon the Holder's request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted number of shares of Warrant Stock and the adjusted Warrant Price shall be adjusted by multiplying such Warrant Price immediately prior pursuant to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of the Soliciting Dealer Warrant immediately prior to such adjustment, terms and of which the denominator shall be the number of Shares so purchasable immediately thereafter. (d) For the purpose provisions of this Section 84(a)(i). Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the term "Common Stock" shall mean: (i) the surviving entity pursuant to any such Triggering Event is a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock designated as is listed or quoted on a national securities exchange, national automated quotation system or the Common Stock of the Company at the date of this Agreement; or (ii) any other class of stock resulting from successive changes or reclassification of such Common Stock consisting solely of changes in par value, or from par value to no par value, or from no par value to par valueOTC Bulletin Board. In the event that at the surviving entity pursuant to any timesuch Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a result national securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula. (ii) In the event that the Holder has elected not to exercise this Warrant prior to the consummation of a Triggering Event and has also elected not to receive an adjustment made amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula pursuant to this the provisions of Section 84(a)(i) above, so long as the surviving entity pursuant to any Triggering Event is a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, the Warrantholder shall become entitled to purchase any shares of the Company surviving entity and/or each Person (other than Common Stockthe Issuer) which may be required to deliver any Securities, thereafter the number of such other shares so purchasable cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Soliciting Dealer Holder of this Warrant, (A) the obligations of the Issuer under this Warrant (and if the Issuer shall survive the consummation of such Triggering Event, such assumption shall be in addition to, and shall not release the Issuer from, any continuing obligations of the Issuer under this Warrant) and (B) the obligation to deliver to such Holder such Securities, cash or property as, in accordance with the foregoing provisions of this subsection (a), such Holder shall be entitled to receive, and the Warrant Price surviving entity and/or each such Person shall have similarly delivered to such Holder an opinion of counsel for the surviving entity and/or each such Person, which counsel shall be subject reasonably satisfactory to adjustment from time to time such Holder, or in the alternative, a manner written acknowledgement executed by the President or Chief Financial Officer of the Issuer, stating that this Warrant shall thereafter continue in full force and on effect and the terms as nearly equivalent as practicable hereof (including, without limitation, all of the provisions of this subsection (a)) shall be applicable to the provisions with respect Securities, cash or property which the surviving entity and/or each such Person may be required to deliver upon any exercise of this Warrant or the Shares contained in this Section 8exercise of any rights pursuant hereto.

Adjustment of Warrant Price and Number of Shares. The number and kind of securities purchasable upon the exercise of the Soliciting Dealer this Warrant and the Warrant Price shall be subject to adjustment from time to time upon the happening of certain events, as follows: (ai) In case If and whenever on or after the date hereof the Company shall: (i) pay a dividend issues or sells, or in accordance with Section 13.4 of the Securities Purchase Agreement is deemed to have issued or sold, any shares of Common Stock (including the issuance or make a distribution in Common Stock; (ii) subdivide its outstanding Common Stock; (iii) combine its outstanding sale of shares of Common Stock into owned or held by or for the account of the Company) for a smaller consideration per share (the “New Issuance Price”) less than a price equal to the Warrant Price in effect immediately prior to such issue or sale or deemed issuance or sale (such Warrant Price then in effect is referred to as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), other than an issuance or sale or deemed issuance or sale covered by Section 13.5 of the Securities Purchase Agreement, then the Warrant Price then in effect shall be reduced to a price determined in accordance with the following formula: R1 = R × Where: R1 = the Warrant Price in effect immediately after such Dilutive Issuance; R = the Warrant Price in effect immediately prior to such Dilutive Issuance; OS = the number of shares of Common Stock, Stock outstanding immediately prior to such Dilutive Issuance (treating for this purpose as outstanding all shares of Common Stock issuable upon exercise of Options outstanding immediately prior to such issue (excluding the Apollo Warrants) or upon conversion or exchange of Convertible Securities (ivexcluding the Notes) outstanding immediately prior to such issue (to the extent such Options or Convertible Securities have an exercise or conversion price below R); A = the number of shares of Common Stock that would have been issued (or be deemed to have been issued) if such Dilutive Issuance had been issued at a price per share equal to R (determined by dividing the aggregate consideration received by the Company in respect of such issue by reclassification R); and B = the number of its shares of Common Stock other securities issued (or deemed to have been issued) in such Dilutive Issuance. For purposes of this Section 6(a)(i), clauses (A) through (D) of Section 13.4 of the CompanySecurities Purchase Agreement shall apply to the adjustments contemplated in this Section 6(a)(i), mutandis mutatis. (ii) In the event of any such Dilutive Issuance, the number and kind of securities purchasable shares of Common Stock issuable upon the exercise of this Warrant shall be increased to the Soliciting Dealer number obtained by dividing (x) the product of (1) the number of shares of Common Stock issuable upon the exercise of this Warrant immediately prior thereto shall be adjusted so that to such Dilutive Issuance, and (2) the Warrantholder shall be entitled to receive the number and kind of securities of the Company which it would have owned or would have been entitled to receive after the happening of any of the events described above had the Soliciting Dealer Warrant been exercised Price in effect immediately prior to such Dilutive Issuance, by (y) the happening of such event or any record date new Warrant Price determined in accordance with respect thereto. Any adjustment made pursuant to this Subsection (a) shall become effective on the effective date of such event retroactive to the record date, if any, for such eventSection 6(a)(i). (b) No adjustment With respect to any event contemplated in Sections 13.5, 13.6, 13.7, 13.8, or 13.9 of the Securities Purchase Agreement, the adjustments contemplated by such sections shall be applied to the Warrant Price as if all references to Conversion Price in such sections were references to Warrant Price and all reference to conversion of Notes in such sections were references to exercise of the Warrant. The number of securities purchasable hereunder shall be required unless such adjustment would require an increase or decrease shares of at least one percent (1%) in the number of securities (calculated to the nearest full Share thereof) then purchasable Common Stock issuable upon the exercise of this Warrant shall be adjusted to the Soliciting Dealer Warrant or, if number obtained by dividing (x) the Soliciting Dealer Warrant is not then exercisable, product of (1) the number of securities purchasable shares of Common Stock issuable upon the exercise of this Warrant immediately prior to the Soliciting Dealer event giving rise to such adjustment, and (2) the Warrant on Price in effect immediately prior to the first date thereafter that event giving rise to such adjustment, by (y) the Soliciting Dealer new Warrant becomes exercisable; provided, however, that any adjustment which by reason of Price determined in accordance with this Subsection (b) is not required to be made immediately shall be carried forward and taken into account in any subsequent adjustmentSection 6(b). (c) Whenever the number of Shares purchasable upon the exercise With respect to any event contemplated in Section 13.14 of the Soliciting Dealer Warrant is adjusted as herein providedSecurities Purchase Agreement, the Warrant Price shall be adjusted by multiplying exercisable for the same type and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that the holder of this Warrant would have owned or been entitled to receive upon such Warrant Price immediately prior to Merger Event had such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of the Soliciting Dealer holder exercised this Warrant immediately prior to such adjustmentMerger Event. In determining the kind and amount of shares of stock, and other securities or other property or assets (including cash or any combination thereof) receivable upon consummation of which such Merger Event, if the denominator holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Merger Event, the holder of the Warrant shall be have the right to make a similar election upon exercise of this Warrant with respect to the number of Shares so purchasable immediately thereaftershares of stock, other securities or other property or assets (including cash or any combination thereof) which the holder of this Warrant will receive upon exercise of this Warrant. (d) For the purpose of this Section 8Sections 13.10, the term "Common Stock" shall mean: (i) the class of stock designated as the Common Stock 13.11, 13.12, 13.13, 13.15, 13.16 and 13.17 of the Company at the date of this Agreement; or (ii) any other class of stock resulting from successive changes or reclassification of such Common Stock consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to this Section 8, the Warrantholder Securities Purchase Agreement shall become entitled to purchase any shares of the Company other than Common Stock, thereafter the number of such other shares so purchasable upon the exercise of the Soliciting Dealer Warrant and the Warrant Price shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable apply to the provisions with respect to the Shares contained adjustments contemplated in this Section 86, mutandis mutatis.

Adjustment of Warrant Price and Number of Shares. The number and kind of securities purchasable upon the exercise of the Soliciting Dealer this Warrant and the Warrant Price shall be subject to adjustment from time to time upon the happening of certain events, as follows: (ai) In case If and whenever on or after the date hereof the Company shall: (i) pay a dividend issues or sells, or in accordance with Section 13.4 of the Securities Purchase Agreement is deemed to have issued or sold, any shares of Common Stock (including the issuance or make a distribution in Common Stock; (ii) subdivide its outstanding Common Stock; (iii) combine its outstanding sale of shares of Common Stock into owned or held by or for the account of the Company) for a smaller consideration per share (the "New Issuance Price") less than a price equal to the Warrant Price in effect immediately prior to such issue or sale or deemed issuance or sale (such Warrant Price then in effect is referred to as the "Applicable Price") (the foregoing a "Dilutive Issuance"), other than distributions contemplated by Section 13.6 of the Securities Purchase Agreement, then the Warrant Price then in effect shall be reduced to a price determined in accordance with the following formula: R1 = R × OS + A Where: R1 = the Warrant Price in effect immediately after such Dilutive Issuance; R = the Warrant Price in effect immediately prior to such Dilutive Issuance; OS = the number of shares of Common Stock, Stock outstanding immediately prior to such Dilutive Issuance (treating for this purpose as outstanding all shares of Common Stock issuable upon exercise of Options outstanding immediately prior to such issue (excluding the Apollo Warrants) or upon conversion or exchange of Convertible Securities (ivexcluding the Notes) outstanding immediately prior to such issue (to the extent such Options or Convertible Securities have an exercise or conversion price below R); A = the number of shares of Common Stock that would have been issued (or be deemed to have been issued) if such Dilutive Issuance had been issued at a price per share equal to R (determined by dividing the aggregate consideration received by the Company in respect of such issue by reclassification R); and B = the number of its shares of Common Stock other securities issued (or deemed to have been issued) in such Dilutive Issuance. For purposes of this Section 6(a)(i), clauses (A) through (D) of Section 13.4 of the CompanySecurities Purchase Agreement shall apply to the adjustments contemplated in this Section 6(a)(i), mutandis mutatis. (ii) In the event of any such Dilutive Issuance, the number and kind of securities purchasable shares of Common Stock issuable upon the exercise of this Warrant shall be increased to the Soliciting Dealer number obtained by dividing (x) the product of (1) the number of shares of Common Stock issuable upon the exercise of this Warrant immediately prior thereto to such Dilutive Issuance, and (2) the Warrant Price in effect immediately prior to such Dilutive Issuance, by (y) the new Warrant Price determined in accordance with Section 6(a)(i). (b) With respect to any event contemplated in Sections 13.5, 13.6, 13.7, 13.8, or 13.9 of the Securities Purchase Agreement, the adjustments contemplated by such sections shall be applied to the Warrant Price as if all references to Conversion Price in such sections were references to Warrant Price and all reference to conversion of Notes in such sections were references to exercise of the Warrant. The number of shares of Common Stock issuable upon the exercise of this Warrant shall be adjusted so to the number obtained by dividing (x) the product of (1) the number of shares of Common Stock issuable upon the exercise of this Warrant immediately prior to the event giving rise to such adjustment, and (2) the Warrant Price in effect immediately prior to the event giving rise to such adjustment, by (y) the new Warrant Price determined in accordance with this Section 6(b). (c) With respect to any event contemplated in Section 13.15 of the Securities Purchase Agreement, the Warrant shall be exercisable for the same type and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that the Warrantholder shall be entitled to receive the number and kind holder of securities of the Company which it would have owned or this Warrant would have been entitled to receive after the happening of any of the events described above upon such Merger Event had the Soliciting Dealer Warrant been such holder exercised immediately prior to the happening of such event or any record date with respect thereto. Any adjustment made pursuant to this Subsection (a) shall become effective on the effective date of such event retroactive to the record date, if any, for such event. (b) No adjustment in the number of securities purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of securities (calculated to the nearest full Share thereof) then purchasable upon the exercise of the Soliciting Dealer Warrant or, if the Soliciting Dealer Warrant is not then exercisable, the number of securities purchasable upon the exercise of the Soliciting Dealer Warrant on the first date thereafter that the Soliciting Dealer Warrant becomes exercisable; provided, however, that any adjustment which by reason of this Subsection (b) is not required to be made immediately shall be carried forward and taken into account in any subsequent adjustment. (c) Whenever the number of Shares purchasable upon the exercise of the Soliciting Dealer Warrant is adjusted as herein provided, the Warrant Price shall be adjusted by multiplying such Warrant Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of the Soliciting Dealer Warrant immediately prior to such adjustmentMerger Event. In determining the kind and amount of shares of stock, and other securities or other property or assets (including cash or any combination thereof) receivable upon consummation of which such Merger Event, if the denominator holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Merger Event, the holder of the Warrant shall be have the right to make a similar election upon exercise of this Warrant with respect to the number of Shares so purchasable immediately thereaftershares of stock, other securities or other property or assets (including cash or any combination thereof) which the holder of this Warrant will receive upon exercise of this Warrant. (d) For the purpose of this Section 8Sections 13.11, the term "Common Stock" shall mean: (i) the class of stock designated as the Common Stock 13.12, 13.13, 13.14, 13.16, 13.17 and 13.18 of the Company at the date of this Agreement; or (ii) any other class of stock resulting from successive changes or reclassification of such Common Stock consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to this Section 8, the Warrantholder Securities Purchase Agreement shall become entitled to purchase any shares of the Company other than Common Stock, thereafter the number of such other shares so purchasable upon the exercise of the Soliciting Dealer Warrant and the Warrant Price shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable apply to the provisions with respect to the Shares contained adjustments contemplated in this Section 86, mutandis mutatis.

Adjustment of Warrant Price and Number of Shares. The number and kind of securities purchasable upon the exercise of the Soliciting Dealer Warrant and the Warrant Price shall be subject to adjustment from time to time upon the happening of certain events, as follows: (a) A. In case the Company shall: shall (i) pay a dividend in Common Stock or make a distribution in Common Stock; , (ii) subdivide its outstanding Common Stock; , (iii) combine its outstanding Common Stock into a smaller number of shares of Common Stock, or (iv) issue by reclassification of its Common Stock other securities of the Company, the number and kind of securities purchasable upon the exercise of the Soliciting Dealer Warrant immediately prior thereto shall be adjusted so that the Warrantholder shall be entitled to receive the number and kind of securities of the Company which it would have owned or would have been entitled to receive after the happening of any of the events described above had the Soliciting Dealer Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. Any adjustment made pursuant to this Subsection (a) A shall become effective on the effective date of such event retroactive to the record date, if any, for such event. (b) B. No adjustment in the number of securities purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of securities (calculated to the nearest full Share thereof) then purchasable upon the exercise of the Soliciting Dealer Warrant or, if the Soliciting Dealer Warrant is not then exercisable, the number of securities purchasable upon the exercise of the Soliciting Dealer Warrant on the first date thereafter that the Soliciting Dealer Warrant becomes exercisable; provided, however, that any adjustment which by reason of this Subsection (b) B is not required to be made immediately shall be carried forward and taken into account in any subsequent adjustment. (c) C. Whenever the number of Shares purchasable upon the exercise of the Soliciting Dealer Warrant is adjusted as herein provided, the Warrant Price shall be adjusted by multiplying such Warrant Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of the Soliciting Dealer Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares so purchasable immediately thereafter. (d) D. For the purpose of this Section 8, the term "Common Stock" shall mean: mean (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement; or (ii) any other class of stock resulting from successive changes or reclassification of such Common common Stock consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to this Section 8, the Warrantholder shall become entitled to purchase any shares of the Company other than Common Stock, thereafter the number of such other shares so purchasable upon the exercise of the Soliciting Dealer Warrant and the Warrant Price shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Shares contained in this Section 8.

Adjustment of Warrant Price and Number of Shares. The number and kind of securities purchasable upon the exercise of the Soliciting Dealer Warrant and the Warrant Price shall be subject to adjustment from time to time upon the happening of certain events, as follows: (a) In case the Company shall: (i) pay a dividend in Common Stock or make a distribution in Common Stock; (ii) subdivide its outstanding Common Stock; (iii) combine its outstanding Common Stock into a smaller number of shares of Common Stock, or (iv) issue by reclassification of its Common Stock other securities of the Company, the number and kind of securities purchasable upon the exercise of the Soliciting Dealer Warrant immediately prior thereto shall be adjusted so that the Warrantholder shall be entitled to receive the number and kind of securities of the Company which it would have owned or would have been entitled to receive after the happening of any of the events described above had the Soliciting Dealer Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. Any adjustment made pursuant to this Subsection (a) shall become effective on the effective date of such event retroactive to the record date, if any, for such event. (b) No adjustment in the number of securities purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of securities (calculated to the nearest full Share thereof) then purchasable upon the exercise of the Soliciting Dealer Warrant or, if the Soliciting Dealer Warrant is not then exercisable, the number of securities purchasable upon the exercise of the Soliciting Dealer Warrant on the first date thereafter that the Soliciting Dealer Warrant becomes exercisable; provided, however, that any adjustment which by reason of this Subsection (b) is not required to be made immediately shall be carried forward and taken into account in any subsequent adjustment. (c) Whenever the number of Shares purchasable upon the exercise of the Soliciting Dealer Warrant is adjusted as herein provided, the Warrant Price shall be adjusted by multiplying such Warrant Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of the Soliciting Dealer Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares so purchasable immediately thereafter. (d) For the purpose of this Section 8, the term "Common Stock" shall mean: (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement; or (ii) any other class of stock resulting from successive changes or reclassification of such Common Stock consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to this Section 8, the Warrantholder shall become entitled to purchase any shares of the Company other than Common Stock, thereafter the number of such other shares so purchasable upon the exercise of the Soliciting Dealer Warrant and the Warrant Price hereunder shall be subject to adjustment from time to time in a manner accordance with the following provisions: (a) In case the Company shall at any time subdivide the outstanding shares of Common Stock, the Warrant Price in effect immediately prior to such subdivision shall be proportionately decreased, and on terms in case the Company shall at any time combine the outstanding shares of Common Stock, the Warrant Price in effect immediately prior to such combination shall be proportionately increased, effective from and after the record date of such subdivision or combination, as nearly equivalent as practicable the case may be. Upon any adjustment in the Warrant Price per Share pursuant to this Section 3(a), the Holder shall thereafter be entitled to purchase, at the adjusted Warrant Price, the number of Shares, calculated to the provisions nearest full Share obtained by (X) multiplying the number of Shares purchasable hereunder immediately prior to such adjustment by the Warrant Price in effect immediately prior to such adjustment, and (Y) dividing the product thereof by the Warrant Price resulting from such adjustment. (b) In the event of the issuance of additional shares of Common Stock as a dividend or distribution to the holders of outstanding shares of Common Stock, from and after the day which is the record date for the determination of stockholders entitled to such dividend or distribution, the Holder shall (until another adjustment) be entitled to purchase a number of Shares equal to (i) the number of Shares purchasable hereunder immediately prior to said record date multiplied by the percentage which the number of additional shares of Common Stock constituting any such distribution is of the total number of shares of Common Stock outstanding immediately prior to said record date plus the number of shares of Common Stock issuable upon conversion of the outstanding convertible securities or upon exercise of any outstanding warrants, options or rights (including those with respect to convertible securities) plus (ii) the number of Shares contained in purchasable hereunder immediately prior to said record date. Upon each adjustment pursuant to this Section 83(b), the Warrant Price in effect immediately prior to such adjustment shall be reduced to an amount determined by dividing (X) the product obtained by multiplying such Warrant Price by the number of Shares purchasable hereunder immediately prior to such adjustment by (Y) the number of Shares purchasable hereunder immediately following such adjustment.

Adjustment of Warrant Price and Number of Shares. The number and kind of securities Shares purchasable upon the exercise of the Soliciting Dealer this Warrant and the Warrant Exercise Price shall be subject to adjustment from time to time upon the happening of certain events, only as follows: (a) In case The Exercise Price of this Warrant and the Company shall: number of Shares issuable upon exercise of this Warrant shall be appropriately adjusted to reflect any stock dividend, stock split, combination of shares of stock, reclassification, recapitalization or other similar event affecting the number of outstanding shares of Common Stock, as follows: (i) pay The Exercise Price in effect at the time of such event shall be adjusted so that it shall equal the price determined by multiplying the Exercise Price by a dividend in Common Stock or make a distribution in Common Stock; (ii) subdivide its outstanding Common Stock; (iii) combine its outstanding Common Stock into a smaller fraction, the denominator of which shall be the number of shares of Common Stock, or (iv) issue by reclassification of its Common Stock other securities of the Company, the number and kind of securities purchasable upon the exercise of the Soliciting Dealer Warrant outstanding immediately prior thereto shall be adjusted so that the Warrantholder shall be entitled after giving effect to receive the number and kind of securities of the Company which it would have owned or would have been entitled to receive after the happening of any of the events described above had the Soliciting Dealer Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. Any adjustment made pursuant to this Subsection (a) shall become effective on the effective date of such event retroactive to the record date, if any, for such event. (b) No adjustment in the number of securities purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of securities (calculated to the nearest full Share thereof) then purchasable upon the exercise of the Soliciting Dealer Warrant or, if the Soliciting Dealer Warrant is not then exercisable, the number of securities purchasable upon the exercise of the Soliciting Dealer Warrant on the first date thereafter that the Soliciting Dealer Warrant becomes exercisable; provided, however, that any adjustment which by reason of this Subsection (b) is not required to be made immediately shall be carried forward and taken into account in any subsequent adjustment. (c) Whenever the number of Shares purchasable upon the exercise of the Soliciting Dealer Warrant is adjusted as herein provided, the Warrant Price shall be adjusted by multiplying such Warrant Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise shares of the Soliciting Dealer Warrant Common Stock outstanding immediately prior to such adjustment, and of which the denominator event. Such adjustment shall be made successively whenever any event specified above shall occur. (ii) Whenever the Exercise Price payable upon exercise of this Warrant is adjusted pursuant to subparagraph (i) above, the number of Shares purchasable upon exercise of this Warrant shall simultaneously be adjusted by multiplying the number of Shares initially issuable upon exercise of this Warrant by the initial Exercise Price in effect on the date hereof and dividing the product so purchasable obtained by the Exercise Price, as adjusted. (b) In case the Company shall make or issue, or shall fix a record date for the determination of eligible holders entitled to receive, a dividend or other distribution with respect to the shares payable in (i) securities of the Company (other than Shares of Common Stock) or (ii) assets (excluding cash dividends paid or payable solely out of retained earnings), then in each case, the holder of this Warrant on exercise hereof at any time after the consummation, effective date or record date of such event, shall receive, in addition to the Shares issuable on such exercise prior to such date, the securities or other assets of the Company to which such holder would have been entitled upon such date if such holder had exercised this Warrant immediately thereafterprior thereto (all subject to further adjustment as provided in this Warrant). (c) In case of any merger of the Company with or into any other corporation, entity or person, or any other corporate reorganization, in which the Company shall not be the continuing or surviving entity of such reorganization or merger, or any sale of all or substantially all of the assets of the Company (any such transaction being hereinafter referred to as a "Reorganization"), then, in each case, (i) the holder of this Warrant shall be provided with written notice of the proposed Reorganization at least thirty (30) days prior to the proposed Reorganization date, and (ii) the holder of this Warrant, on exercise hereof at any time after the consummation or effective date of such Reorganization (the "Effective Date"), shall receive, in lieu of the Shares issuable on such exercise prior to the Effective Date, the stock and other securities and property (including cash) to which such Holder would have been entitled upon the Effective Date if such Holder had exercised this Warrant immediately prior thereto (all subject to further adjustment as provided in this Warrant). (d) For In case of any adjustment or readjustment in the purpose price or kind of this Section 8, the term "Common Stock" shall mean: (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement; or (ii) any other class of stock resulting from successive changes or reclassification of such Common Stock consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to this Section 8, the Warrantholder shall become entitled to purchase any shares of the Company other than Common Stock, thereafter the number of such other shares so purchasable upon securities issuable on the exercise of this Warrant, the Soliciting Dealer Warrant and the Warrant Price shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable Company will promptly give written notice thereof to the provisions with respect to holder of this Warrant in the Shares contained form of a certificate, certified and confirmed by the Board of Directors of the Company, setting forth such adjustment or readjustment and showing in this Section 8reasonable detail the computation of such adjustment.

Adjustment of Warrant Price and Number of Shares. The number and kind of securities Shares purchasable upon the exercise of the Soliciting Dealer this Warrant and the Warrant Exercise Price shall be subject to adjustment from time to time upon the happening of certain events, only as follows: (a) In case The Exercise Price of this Warrant and the Company shall: number of Shares issuable upon exercise of this Warrant shall be appropriately adjusted to reflect any stock dividend, stock split, combination of shares of stock, reclassification, recapitalization or other similar event affecting the number of outstanding shares of Common Stock, as follows: (i) pay The Exercise Price in effect at the time of such event shall be adjusted so that it shall equal the price determined by multiplying the Exercise Price by a dividend in Common Stock or make a distribution in Common Stock; (ii) subdivide its outstanding Common Stock; (iii) combine its outstanding Common Stock into a smaller fraction, the numerator of which shall be the number of shares of Common Stock, or (iv) issue by reclassification of its Common Stock other securities of the Company, the number and kind of securities purchasable upon the exercise of the Soliciting Dealer Warrant immediately prior thereto shall be adjusted so that the Warrantholder shall be entitled to receive the number and kind of securities of the Company which it would have owned or would have been entitled to receive after the happening of any of the events described above had the Soliciting Dealer Warrant been exercised outstanding immediately prior to the happening of such event or any record date with respect thereto. Any adjustment made pursuant and the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after giving effect to this Subsection (a) shall become effective on the effective date of such event retroactive to the record date, if any, for such event. Such adjustment shall be made successively whenever any event specified above shall occur. (bii) No adjustment in Whenever the number of securities purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of securities (calculated to the nearest full Share thereof) then purchasable Exercise Price payable upon the exercise of the Soliciting Dealer Warrant or, if the Soliciting Dealer this Warrant is not then exercisableadjusted pursuant to subparagraph (i) above, the number of securities purchasable upon the exercise of the Soliciting Dealer Warrant on the first date thereafter that the Soliciting Dealer Warrant becomes exercisable; provided, however, that any adjustment which by reason of this Subsection (b) is not required to be made immediately shall be carried forward and taken into account in any subsequent adjustment. (c) Whenever the number of Shares purchasable upon the exercise of the Soliciting Dealer this Warrant is adjusted as herein provided, the Warrant Price shall simultaneously be adjusted by multiplying such Warrant Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable initially issuable upon the exercise of this Warrant by the Soliciting Dealer initial Exercise Price in effect on the date hereof and dividing the product so obtained by the Exercise Price, as adjusted. (b) In case the Company shall make or issue, or shall fix a record date for the determination of eligible holders entitled to receive, a dividend or other distribution with respect to the shares payable in (i) securities of the Company (other than Shares of Common Stock) or (ii) assets (excluding cash dividends paid or payable solely out of retained earnings), then in each case, the holder of this Warrant on exercise hereof at any time after the consummation, effective date or record date of such event, shall receive, in addition to the Shares issuable on such exercise prior to such date, the securities or other assets of the Company to which such holder would have been entitled upon such date if such holder had exercised this Warrant immediately prior thereto (all subject to such adjustmentfurther adjustment as provided in this Warrant). (c) In case of any merger of the Company with or into any other corporation, and of entity or person, or any corporate reorganization, in which the denominator Company shall not be the continuing or surviving entity of such reorganization or merger, or any sale of all or substantially all of the assets of the Company (and such transaction being hereinafter referred to as a "Reorganization"), then, in each case, (i) the holder of this Warrant shall be provided with written notice of the number proposed Reorganization at least thirty (30) days prior to the proposed Reorganization date, and (ii) the holder of this Warrant, on exercise hereof at any time after the consummation or effective date of such Reorganization (the "Effective Date"), shall receive, in lieu of the Shares so purchasable issuable on such exercise prior to the Effective Date, the stock and other securities and property (including cash) to which such Holder would have been entitled upon the Effective Date if such Holder had exercised this Warrant immediately thereafterprior thereto (all subject to further adjustment as provided in this Warrant). (d) For In case of any adjustment or readjustment in the purpose price or kind of this Section 8, the term "Common Stock" shall mean: (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement; or (ii) any other class of stock resulting from successive changes or reclassification of such Common Stock consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to this Section 8, the Warrantholder shall become entitled to purchase any shares of the Company other than Common Stock, thereafter the number of such other shares so purchasable upon securities issuable on the exercise of this Warrant, the Soliciting Dealer Warrant and the Warrant Price shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable Company will promptly give written notice thereof to the provisions with respect to holder of this Warrant in the Shares contained form of a certificate, certified and confirmed by the Board of Directors of the Company, setting forth such adjustment or readjustment and showing in this Section 8reasonable detail the computation of such adjustment.

Adjustment of Warrant Price and Number of Shares. The Company agrees to reserve and shall keep reserved for issuance the number of shares of Common Stock issuable upon exercise of this Warrant. The number and kind of securities purchasable upon the exercise of the Soliciting Dealer this Warrant and the Warrant Price shall be subject to adjustment from time to time upon the happening of certain events, as follows: (a) In case the Company shall: shall (i1) pay a dividend in Common Stock or make a distribution in shares of its Common Stock; , (ii2) subdivide its outstanding Common Stock; Stock into a greater number of shares, (iii3) combine its outstanding Common Stock into a smaller number of shares of Common Stockshares, or (iv4) issue by reclassification of its Common Stock any shares of capital stock of the Company (other than a change in par value, or from par value to no par value, or from no par value to par value), the Warrant Price and the number of shares of Common Stock or other securities of the Company, the number and kind of securities purchasable issuable upon the exercise of the Soliciting Dealer this Warrant in effect immediately prior thereto shall be adjusted so that the Warrantholder Warrantholder, by operation of Section 3(d) hereof, shall be entitled to receive the number and kind of securities of the Company shares which it would have owned or would have been entitled to receive after immediately following the happening of any of the events described above above, had the Soliciting Dealer this Warrant been exercised immediately prior to the happening of such event record or any effective date thereof. An adjustment made pursuant to SECTIONS 4(a)(1)-(4) above shall become effective immediately after the record date with respect theretoin the case of a dividend or distribution (PROVIDED, HOWEVER, that such adjustments shall be reversed if such dividends or distributions are not actually paid) and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. Any If, as a result of an adjustment made pursuant to this Subsection paragraph, the Warrantholder shall become entitled to receive shares of two or more classes of capital stock of the Company, the Board of Directors (awhose determination shall be conclusive and shall be evidenced by a resolution) shall become effective on determine the effective date allocation of the adjusted Warrant Price between or among the shares of such event retroactive to the record date, if any, for such eventclasses of capital stock. (b) In case of any reclassification of the outstanding Common Stock (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, combination or stock dividend), or in case of any consolidation of the Company with, or merger of the Company into, another corporation wherein the Company is not the surviving entity, or in case of any sale of all, or substantially all, of the property, assets, business and goodwill of the Company, the Company, or such successor or purchasing corporation, as the case may be, shall provide, by a written instrument delivered to the Warrantholder, that the Warrantholder shall thereafter be entitled, upon exercise of this Warrant, to the kind and amount of shares of stock or other equity securities, or other property or assets which would have been receivable by such Warrantholder upon such reclassification, consolidation, merger or sale, if this Warrant had been exercised immediately prior thereto. Such corporation, which thereafter shall be deemed to be the "Company" for purposes of this Warrant, shall provide in such written instrument for adjustments to the Warrant Price which shall be as nearly equivalent as may be practicable to the adjustments provided for in this SECTION 4. (c) No adjustment in the number of securities purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one five percent (15%) in the number of securities (calculated to the nearest full Share share or unit thereof) then purchasable upon the exercise of the Soliciting Dealer Warrant or, if the Soliciting Dealer Warrant is not then exercisable, the number of securities purchasable upon the exercise of the Soliciting Dealer Warrant on the first date thereafter that the Soliciting Dealer Warrant becomes exercisablethis Warrant; provided, however, that any adjustment which by reason of this Subsection (bSECTION 4(c) is not required to be made immediately shall be carried forward and taken into account in any subsequent adjustment. (cd) Whenever the number of Shares purchasable upon the exercise of the Soliciting Dealer Warrant Price is adjusted as herein providedprovided in this SECTION 4, the number of shares of Common Stock or other securities issuable upon exercise of this Warrant Price shall be adjusted simultaneously, by multiplying such Warrant Price immediately prior to such adjustment the number of shares previously issuable by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of the Soliciting Dealer Warrant Price in effect immediately prior to such adjustment, and of which the denominator shall be the number of Shares Warrant Price as so purchasable immediately thereafteradjusted. (de) For the purpose of this Section 8SECTION 4, the term "Common Stock" shall mean: mean (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement; July 3, 1997, or (ii) any other class of stock resulting from successive changes or reclassification reclassifications of such Common Stock consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to this Section 8SECTION 4, the Warrantholder shall become entitled to purchase any shares of the Company Company's capital stock other than Common Stock, thereafter the number of such other shares so purchasable upon the exercise of the Soliciting Dealer this Warrant and the Warrant Price of such shares shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Shares shares contained in this Section 8SECTION 4.

Adjustment of Warrant Price and Number of Shares. The number and kind of securities Shares purchasable upon the exercise of the Soliciting Dealer this Warrant and the Warrant Exercise Price shall be subject to adjustment from time to time upon the happening of certain events, only as follows: (a) In case The Exercise Price of this Warrant and the Company shall: number of Shares issuable upon exercise of this Warrant shall be appropriately adjusted to reflect any stock dividend, stock split, combination of shares of stock, reclassification, recapitalization or other similar event affecting the number of outstanding shares of Common Stock, as follows: (i) pay The Exercise Price in effect at the time of such event shall be adjusted so that it shall equal the price determined by multiplying the Exercise Price by a dividend in Common Stock or make a distribution in Common Stock; (ii) subdivide its outstanding Common Stock; (iii) combine its outstanding Common Stock into a smaller fraction, the denominator of which shall be the number of shares of Common Stock, or (iv) issue by reclassification of its Common Stock other securities of the Company, the number and kind of securities purchasable upon the exercise of the Soliciting Dealer Warrant outstanding immediately prior thereto shall be adjusted so that the Warrantholder shall be entitled after giving effect to receive the number and kind of securities of the Company which it would have owned or would have been entitled to receive after the happening of any of the events described above had the Soliciting Dealer Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. Any adjustment made pursuant to this Subsection (a) shall become effective on the effective date of such event retroactive to the record date, if any, for such event. (b) No adjustment in the number of securities purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of securities (calculated to the nearest full Share thereof) then purchasable upon the exercise of the Soliciting Dealer Warrant or, if the Soliciting Dealer Warrant is not then exercisable, the number of securities purchasable upon the exercise of the Soliciting Dealer Warrant on the first date thereafter that the Soliciting Dealer Warrant becomes exercisable; provided, however, that any adjustment which by reason of this Subsection (b) is not required to be made immediately shall be carried forward and taken into account in any subsequent adjustment. (c) Whenever the number of Shares purchasable upon the exercise of the Soliciting Dealer Warrant is adjusted as herein provided, the Warrant Price shall be adjusted by multiplying such Warrant Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise shares of the Soliciting Dealer Warrant Common Stock outstanding immediately prior to such adjustment, and of which the denominator event. Such adjustment shall be made successively whenever any event specified above shall occur. (ii) Whenever the Exercise Price payable upon exercise of this Warrant is adjusted pursuant to subparagraph (i) above, the number of Shares purchasable upon exercise of this Warrant shall simultaneously be adjusted by multiplying the number of Shares initially issuable upon exercise of this Warrant by the initial Exercise Price in effect on the date hereof and dividing the product so purchasable obtained by the Exercise Price, as adjusted. (b) In case the Company shall make or issue, or shall fix a record date for the determination of eligible holders entitled to receive, a dividend or other distribution with respect to the shares payable in (i) securities of the Company (other than Shares of Common Stock) or (ii) assets (excluding cash dividends paid or payable solely out of retained earnings), then in each case, the holder of this Warrant on exercise hereof at any time after the consummation, effective date or record date of such event, shall receive, in addition to the Shares issuable on such exercise prior to such date, the securities or other assets of the Company to which such holder would have been entitled upon such date if such holder had exercised this Warrant immediately thereafterprior thereto (all subject to further adjustment as provided in this Warrant). (c) In case of any merger of the Company with or into any other corporation, entity or person, or any other corporate reorganization, in which the Company shall not be the continuing or surviving entity of such reorganization or merger, or any sales of all or substantially all of the assets of the Company (any such transaction being hereinafter referred to as a "Reorganization"), then, in each case, (i) the holder of this Warrant shall be provided with written notice of the proposed Reorganization at least thirty (30) days prior to the proposed Reorganization date, and (ii) the holder of this Warrant, on exercise hereof at any time after the consummation or effective date of such Reorganization (the "Effective Date"), shall receive, in lieu of the Shares issuable on such exercise prior to the Effective Date, the stock and other securities and property (including cash) to which such Holder would have been entitled upon the Effective Date if such Holder had exercised this Warrant immediately prior thereto (all subject to further adjustment as provided in this Warrant). (d) For In case of any adjustment or readjustment in the purpose price or kind of this Section 8, the term "Common Stock" shall mean: (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement; or (ii) any other class of stock resulting from successive changes or reclassification of such Common Stock consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to this Section 8, the Warrantholder shall become entitled to purchase any shares of the Company other than Common Stock, thereafter the number of such other shares so purchasable upon securities issuable on the exercise of this Warrant, the Soliciting Dealer Warrant and the Warrant Price shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable Company will promptly give written notice thereof to the provisions with respect to holder of this Warrant in the Shares contained form of a certificate, certified and confirmed by the Board of Directors of the Company, setting forth such adjustment or readjustment and showing in this Section 8reasonable detail the computation of such adjustment.

Adjustment of Warrant Price and Number of Shares. The number and kind of securities Shares purchasable upon the exercise of the Soliciting Dealer this Warrant and the Warrant Exercise Price shall be subject to adjustment from time to time upon the happening of certain events, only as follows: (a) In case The Exercise Price of this Warrant and the Company shall: number of Shares issuable upon exercise of this Warrant shall be appropriately adjusted to reflect any stock dividend, stock split, combination of shares of stock, reclassification, recapitalization or other similar event affecting the number of outstanding shares of Common Stock, as follows: (i) pay The Exercise Price in effect at the time of such event shall be adjusted so that it shall equal the price determined by multiplying the Exercise Price by a dividend in Common Stock or make a distribution in Common Stock; (ii) subdivide its outstanding Common Stock; (iii) combine its outstanding Common Stock into a smaller fraction, the denominator of which shall be the number of shares of Common Stock, or (iv) issue by reclassification of its Common Stock other securities of the Company, the number and kind of securities purchasable upon the exercise of the Soliciting Dealer Warrant outstanding immediately prior thereto shall be adjusted so that the Warrantholder shall be entitled after giving effect to receive the number and kind of securities of the Company which it would have owned or would have been entitled to receive after the happening of any of the events described above had the Soliciting Dealer Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. Any adjustment made pursuant to this Subsection (a) shall become effective on the effective date of such event retroactive to the record date, if any, for such event. (b) No adjustment in the number of securities purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of securities (calculated to the nearest full Share thereof) then purchasable upon the exercise of the Soliciting Dealer Warrant or, if the Soliciting Dealer Warrant is not then exercisable, the number of securities purchasable upon the exercise of the Soliciting Dealer Warrant on the first date thereafter that the Soliciting Dealer Warrant becomes exercisable; provided, however, that any adjustment which by reason of this Subsection (b) is not required to be made immediately shall be carried forward and taken into account in any subsequent adjustment. (c) Whenever the number of Shares purchasable upon the exercise of the Soliciting Dealer Warrant is adjusted as herein provided, the Warrant Price shall be adjusted by multiplying such Warrant Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise shares of the Soliciting Dealer Warrant Common Stock outstanding immediately prior to such adjustment, and of which the denominator event. Such adjustment shall be made successively whenever any event specified above shall occur. (ii) Whenever the Exercise Price payable upon exercise of this Warrant is adjusted pursuant to subparagraph (i) above, the number of Shares purchasable upon exercise of this Warrant shall simultaneously be adjusted by multiplying the number of Shares initially issuable upon exercise of this Warrant by the initial Exercise Price in effect on the date hereof and dividing the product so purchasable obtained by the Exercise Price, as adjusted. (b) In case the Company shall make or issue, or shall fix a record date for the determination of eligible holders entitled to receive, a dividend or other distribution with respect to the shares payable in (i) securities of the Company (other than Shares of Common Stock) or (ii) assets (excluding cash dividends paid or payable solely out of retained earnings), then in each case, the holder of this Warrant on exercise hereof at any time after the consummation, effective date or record date of such event, shall receive, in addition to the Shares issuable on such exercise prior to such date, the securities or other assets of the Company to which such holder would have been entitled upon such date if such holder had exercised this Warrant immediately thereafterprior thereto (all subject to further adjustment as provided in this Warrant). (c) In case of any merger of the Company with or into any other corporation, entity or person, or any other corporate reorganization, in which the Company shall not be the continuing or surviving entity or such reorganization or merger, or any sale of all or substantially all of the assets of the Company (any such transaction being hereinafter referred to as a "Reorganization"), then, in each case, (i) the holder of this Warrant shall be provided with written notice of the proposed Reorganization at least thirty (30) days prior to the proposed Reorganization date, and (ii) the holder of this Warrant, on exercise hereof at any time after the consummation or effective date of such Reorganization (the "Effective Date"), shall receive, in lieu of the Shares issuable on such exercise prior to the Effective Date, the stock and other securities and property (including cash) to which such Holder would have been entitled upon the Effective Date if such Holder has exercised this Warrant immediately prior thereto (all subject to further adjustment as provided in this Warrant). (d) For In case of any adjustment or readjustment in the purpose price or kind of this Section 8, the term "Common Stock" shall mean: (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement; or (ii) any other class of stock resulting from successive changes or reclassification of such Common Stock consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to this Section 8, the Warrantholder shall become entitled to purchase any shares of the Company other than Common Stock, thereafter the number of such other shares so purchasable upon securities issuable on the exercise of this Warrant, the Soliciting Dealer Warrant and the Warrant Price shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable Company will promptly give written notice thereof to the provisions with respect to holder of this Warrant in the Shares contained form of a certificate, certified and confirmed by the Board of Directors of the Company, setting forth such adjustment or readjustment and showing in this Section 8reasonable detail the computation of such adjustment.

Adjustment of Warrant Price and Number of Shares. 7.1 The number and kind of securities purchasable upon the exercise of the Soliciting Dealer Warrant Warrants and the Warrant Price shall be subject to adjustment from time to time upon the happening of certain events, as follows: (a) In case the Company shall: shall (i) pay a dividend in Common Stock or make a distribution in Common Stock; (ii) subdivide its outstanding Common shares of Series C Preferred Stock; , (iiiii) combine its outstanding Common Stock into a smaller number of shares of Common Stock, Series C Preferred Stock or (iviii) issue by reclassification of its Common Series C Preferred Stock other securities of the Company, the number and kind of securities Shares purchasable upon the exercise of the Soliciting Dealer Warrant Warrants immediately prior thereto shall be adjusted so that the Warrantholder shall be entitled to receive the kind and number and kind of shares or other securities of the Company which it would have owned or would have been entitled to receive after the happening of any of the events described above above, had the Soliciting Dealer Warrant Warrants been exercised immediately prior to the happening of such event or any record date with respect thereto. Any adjustment made pursuant to this Subsection paragraph (a) shall become effective on immediately after the effective date of such event retroactive to the record date, if any, for such event. (b) No adjustment in the number of securities Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of securities (calculated to the nearest full Share thereof) Shares then purchasable upon the exercise of the Soliciting Dealer Warrant or, if the Soliciting Dealer Warrant is not then exercisable, the number of securities purchasable upon the exercise of the Soliciting Dealer Warrant on the first date thereafter that the Soliciting Dealer Warrant becomes exercisablea Warrant; provided, however, that any adjustment adjustments which by reason of this Subsection paragraph (b) is are not required to be made immediately shall be carried forward and taken into account in any subsequent adjustment. (c) Whenever the number of Shares purchasable upon the exercise of the Soliciting Dealer a Warrant is adjusted as herein provided, the Warrant Price payable upon exercise of a Warrant shall be adjusted by multiplying such Warrant Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of the Soliciting Dealer a Warrant immediately prior to such adjustment, adjustment and of which the denominator shall be the number of Shares so purchasable immediately thereafter. Such adjustment shall be made to all Warrant Prices set forth in Appendix 1 attached hereto. (d) Whenever the number of Shares purchasable upon the exercise of a Warrant or the Warrant Price is adjusted as herein provided, the Company shall cause to be promptly mailed to the Warrantholder by first class mail, postage prepaid, notice of such adjustment or adjustments and a certificate of a firm of independent public accountants selected by the Board of Directors of the Company (who my be the regular accountants employed by the Company) setting forth the number of Shares purchasable upon the exercise of a Warrant and the Warrant Price after such adjustment, a brief statement of the facts requiring such adjustment and the computation by which such adjustment was made. (e) For the purpose of this Section 8Subsection 7.1, the term "Common Series C Preferred Stock" shall mean: mean (i) the class of stock designated as the Common Series C Preferred Stock of the Company at the date of this Agreement; Agreement or (ii) any other class of stock resulting from successive changes or reclassification reclassifications of such Common Stock consisting solely of changes in par value, or from par value to no par value, or from no par value to par valueSeries C Preferred Stock. In the event that at any time, as a result of an adjustment made pursuant to this Section 87, the Warrantholder shall become entitled to purchase any shares securities of the Company other than Common shares of Series C Preferred Stock, thereafter the number of such other shares securities so purchasable upon the exercise of the Soliciting Dealer Warrant and the Warrant Price of such securities shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Shares contained in this Section 87.

Adjustment of Warrant Price and Number of Shares. The number and kind of securities purchasable upon the exercise of the Soliciting Dealer this Warrant and the Warrant Price shall be subject to adjustment from time to time upon the happening occurrence of certain events, as follows: (a) In case DIVIDEND, SUBDIVISION, COMBINATION OR RECLASSIFICATION OF COMMON STOCK. If the Company shall, at any time or from time to time after the issuance of this Warrant but prior to the exercise hereof: (i) pay make a dividend in or distribution on the outstanding shares of Common Stock or make a distribution payable in Common Stock; capital stock, (ii) subdivide or reclassify or reorganize its outstanding shares of Common Stock; Stock into a greater number of shares or (iii) combine or reclassify or reorganize its outstanding shares of Common Stock into a smaller number of shares of Common Stockshares, or (iv) issue by reclassification of its Common Stock other securities of the Companythen in each such case, the number and kind of securities Warrant Shares purchasable upon the exercise of the Soliciting Dealer this Warrant immediately prior thereto shall be automatically adjusted so that the Warrantholder Holder upon exercise hereof shall be entitled to receive the kind and number and kind of Warrant Shares or other securities of the Company which it that the Holder would have owned or would have been entitled to receive after the happening of any of the events described above had the Soliciting Dealer this Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. Any adjustment made pursuant to this Subsection (a) shall become effective on the effective date of such event retroactive to the record date, if any, for such event. (b) No adjustment in the number of securities purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of securities (calculated to the nearest full Share thereof) then purchasable upon the exercise of the Soliciting Dealer Warrant or, if the Soliciting Dealer Warrant is not then exercisable, the number of securities purchasable upon the exercise of the Soliciting Dealer Warrant on the first date thereafter that the Soliciting Dealer Warrant becomes exercisable; provided, however, that any adjustment which by reason of this Subsection (b) is not required to be made immediately shall be carried forward and taken into account in any subsequent adjustment. (c) Whenever the number of Warrant Shares purchasable upon the exercise of the Soliciting Dealer Warrant hereof is adjusted as herein provided, the Warrant Price shall be adjusted by multiplying such the Warrant Price immediately prior to such adjustment by a fraction, the numerator of which the numerator shall be is equal to the number of Shares shares of Common Stock purchasable upon the exercise of the Soliciting Dealer Warrant immediately prior to such adjustment, the adjustment and the denominator of which the denominator shall be is equal to the number of Shares so purchasable immediately thereafter. (d) For the purpose shares of this Section 8, the term "Common Stock" shall mean: (i) the class of stock designated as the Common Stock of purchasable after the Company at the date of this Agreement; or (ii) any other class of stock resulting from successive changes or reclassification of such Common Stock consisting solely of changes in par value, or from par value to no par value, or from no par value to par valueadjustment. In the event that at any time, as a result of an An adjustment made pursuant to this Section 8SECTION 5(A) shall become effective retroactively (A) in the case of any such dividend or distribution, on the close of business on the record date for the determination of holders of Common Stock entitled to receive such dividend or distribution or (B) in the case of any such subdivision, combination or reclassification, on the close of business on the day upon which such corporate action becomes effective. (b) ISSUANCE OF COMMON STOCK OR COMMON STOCK EQUIVALENTS BELOW MARKET PRICE. (i) If the Company shall at any time or from time to time, after the issuance of this Warrant but prior to the exercise hereof, issue or sell any shares of Common Stock or Common Stock Equivalent (as defined below) (excluding any such issuance or sale for which an adjustment is made under the foregoing SECTION 5(A)), for a price per share of Common Stock (the "NEW ISSUE Price") that is less than the Market Price as of the close of business on the last Business Day immediately prior to the announcement of such issuance (or if no such announcement is made, the Warrantholder record date for the determination of stockholders entitled to receive such shares of Common Stock or Common Stock Equivalents (the "RELEVANT DATE")) (treating the price per share of Common Stock, in the case of the issuance of any Common Stock Equivalent, as equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock (1) upon granting or sale of the Common Stock Equivalent, (2) upon exercise of the Common Stock Equivalent and (3) upon conversion or exchange or exercise of any convertible security issuable upon exercise of such Common Stock Equivalent), other than (x) issuances or sales for which an adjustment is made pursuant to another subsection of this SECTION 5 and (y) issuances in connection with an Excluded Transaction (as defined below), then in such event, the Warrant Price shall be reduced to the price determined by multiplying the Warrant Price in effect immediately prior to such issue date by a fraction (A) the numerator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to such issuance calculated on a fully diluted, as converted basis PLUS the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such additional shares of Common Stock so issued would purchase at the Market Price as of the Relevant Date (or, in the case of Common Stock Equivalents, the number of shares of Common Stock which the aggregate consideration received by the Company upon the issuance of such Common Stock Equivalents and receivable by the Company upon the conversion, exchange or exercise of such Common Stock Equivalents (as calculated in accordance with this SECTION 5(B)) would purchase at the Market Price as of the Relevant Date) and (B) the denominator of which shall be the sum of the number of shares of Common Stock outstanding immediately following such issuance calculated on a fully diluted, as converted basis (I.E., including the number of additional shares of Common Stock issued or to be issued (or, in the case of Common Stock Equivalents, the maximum number of shares of Common Stock into which such Common Stock Equivalents initially may convert, exchange or be exercised)). (ii) Such adjustment shall be made whenever such shares of Common Stock or Common Stock Equivalents are issued, and shall become effective retroactively in the case of an issuance to the stockholders of the Company to the close of business on the record date for the determination of stockholders entitled to receive such shares of Common Stock or Common Stock Equivalents; PROVIDED, HOWEVER, that the determination as to whether an adjustment is required to be made pursuant to this shall only be made upon the issuance of such shares of Common Stock or Common Stock Equivalents, and not upon the issuance of any security into which the Common Stock Equivalents convert, exchange or may be exercised. (iii) In case at any time any shares of Common Stock or Common Stock Equivalents or any rights or options to purchase any shares of Common Stock or Common Stock Equivalents shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Company therefor, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions or discounts paid or allowed by the Company in connection therewith. In case any shares of Common Stock or Common Stock Equivalents or any rights or options to purchase any Common Stock or Common Stock Equivalents shall be issued or sold for a consideration other than Common Stockcash, thereafter the number amount of the consideration other than cash received by the Company shall be deemed to be the fair market value of such other shares so purchasable upon consideration, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions or discounts paid or allowed by the exercise Company in connection therewith, as determined by the Board of Directors of the Soliciting Dealer Warrant and the Warrant Price shall be subject to adjustment Company in good faith. (iv) If from time to time any Common Stock Equivalents (or any portions thereof) which shall have given rise to an adjustment pursuant to this SECTION 5(B) shall have expired or terminated without the exercise thereof and/or if by reason of the terms of such Common Stock Equivalents there shall have been an increase or decrease, with the passage of time or otherwise, in a manner and on terms the price payable upon the exercise or conversion thereof, then the conversion price hereunder shall be readjusted in accordance with SECTION 5(B)(I), in order to (x) eliminate from the computation any additional shares of Common Stock corresponding to such Common Stock Equivalents as nearly equivalent as practicable shall have expired or terminated, (y) treat the additional shares of Common Stock, if any, actually issued or issuable pursuant to the provisions with respect previous exercise of such Common Stock Equivalents as having been issued for the consideration actually received and receivable therefor and (z) treat any of such Common Stock Equivalents which remain outstanding as being subject to exercise or conversion on the Shares contained basis of such exercise or conversion price as shall be in this Section 8effect at the time.

Adjustment of Warrant Price and Number of Shares. The number and kind of securities purchasable upon the exercise of the Soliciting Dealer Warrant and the Warrant Price shall be subject to adjustment from time to time upon the happening of certain events, as follows: (a) In case the Company shall: (i) pay a dividend in Common Stock or make a distribution in Common Stock; (ii) subdivide its outstanding Common Stock; (iii) combine its outstanding Common Stock into a smaller number of shares of Common Stock, or (iv) issue by reclassification of its Common Stock other securities of the Company, the number and kind of securities purchasable upon the exercise of the Soliciting Dealer Warrant immediately prior thereto shall be adjusted so that the Warrantholder shall be entitled to receive the number and kind of securities of the Company which it would have owned or would have been entitled to receive after the happening of any of the events described above had the Soliciting Dealer Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. Any adjustment made pursuant to this Subsection (a) shall become effective on the effective date of such event retroactive to the record date, if any, for such event. (b) No adjustment in the number of securities purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of securities (calculated to the nearest full Share thereof) then purchasable upon the exercise of the Soliciting Dealer Warrant or, if the Soliciting Dealer Warrant is not then exercisable, the number of securities purchasable upon the exercise of the Soliciting Dealer Warrant on the first date thereafter that the Soliciting Dealer Warrant becomes exercisable; provided, however, that any adjustment which by reason of this Subsection (b) is not required to be made immediately shall be carried forward and taken into account in any subsequent adjustment. (c) Whenever the number of Shares purchasable upon the exercise of the Soliciting Dealer Warrant is adjusted as herein provided, the Warrant Price shall be adjusted by multiplying such Warrant Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of the Soliciting Dealer Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares so purchasable immediately thereafter. (d) For the purpose of this Section 8, the term "Common Stock" shall mean: (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement; or (ii) any other class of stock resulting from successive changes or reclassification of such Common Stock consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to this Section 8, the Warrantholder shall become entitled to purchase any shares of the Company other than Common Stock, thereafter the number of such other shares so purchasable upon the exercise of the Soliciting Dealer Warrant and the Warrant Price shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Shares contained in this Section 8.multiplying

Adjustment of Warrant Price and Number of Shares. The number and kind of securities purchasable upon the exercise of the Soliciting Dealer Warrant and the Warrant Price shall be subject to adjustment from time to time upon the happening of certain events, as follows: (a) A. In case the Company shall: shall (i) pay a dividend in Common Stock or make a distribution in Common Stock; , (ii) subdivide its outstanding Common Stock; , (iii) combine its outstanding Common Stock into a smaller number of shares of Common Stock, or (iv) issue by reclassification of its Common Stock other securities of the Company, the number and kind of securities purchasable upon the exercise of the Soliciting Dealer Warrant immediately prior thereto shall be adjusted so that the Warrantholder Warrant holder shall be entitled to receive the number and kind of securities of the Company which it would have owned or would have been entitled to receive after the happening of any of the events described above had the Soliciting Dealer Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. Any adjustment made pursuant to this Subsection (a) A shall become effective on the effective date of such event retroactive to the record date, if any, for such event. (b) B. No adjustment in the number of securities purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of securities (calculated to the nearest full Share thereof) then purchasable upon the exercise of the Soliciting Dealer Warrant or, if the Soliciting Dealer Warrant is not then exercisable, the number of securities purchasable upon the exercise of the Soliciting Dealer Warrant on the first date thereafter that the Soliciting Dealer Warrant becomes exercisable; provided, however, that any adjustment which by reason of this Subsection (b) B is not required to be made immediately shall be carried forward and taken into account in any subsequent adjustment. (c) C. Whenever the number of Shares purchasable upon the exercise of the Soliciting Dealer Warrant is adjusted as herein provided, the Warrant Price shall be adjusted by multiplying such Warrant Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of the Soliciting Dealer Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares so purchasable immediately thereafter. (d) D. For the purpose of this Section 8, the term "Common Stock" shall mean: mean (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement; or (ii) any other class of stock resulting from successive changes or reclassification of such Common common Stock consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to this Section 8, the Warrantholder Warrant holder shall become entitled to purchase any shares of the Company other than Common Stock, thereafter the number of such other shares so purchasable upon the exercise of the Soliciting Dealer Warrant and the Warrant Price shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Shares contained in this Section 8.

Adjustment of Warrant Price and Number of Shares. The number and kind of securities purchasable upon the exercise of the Soliciting Dealer this Warrant and the Warrant Price shall be subject to adjustment from time to time upon the happening of certain events, as follows: (ai) In case If and whenever on or after the date hereof the Company shall: (i) pay a dividend issues or sells, or in accordance with Section 13.4 of the Securities Purchase Agreement is deemed to have issued or sold, any shares of Common Stock (including the issuance or make a distribution in Common Stock; (ii) subdivide its outstanding Common Stock; (iii) combine its outstanding sale of shares of Common Stock into owned or held by or for the account of the Company) for a smaller consideration per share (the "New Issuance Price") less than a price equal to the Warrant Price in effect immediately prior to such issue or sale or deemed issuance or sale (such Warrant Price then in effect is referred to as the "Applicable Price") (the foregoing a "Dilutive Issuance"), other than an issuance or sale or deemed issuance or sale covered by Section 13.5 of the Securities Purchase Agreement, then the Warrant Price then in effect shall be reduced to a price determined in accordance with the following formula: R1 = R × OS + A Where: R1 = the Warrant Price in effect immediately after such Dilutive Issuance; R = the Warrant Price in effect immediately prior to such Dilutive Issuance; OS = the number of shares of Common Stock, Stock outstanding immediately prior to such Dilutive Issuance (treating for this purpose as outstanding all shares of Common Stock issuable upon exercise of Options outstanding immediately prior to such issue (excluding the Apollo Warrants) or upon conversion or exchange of Convertible Securities (ivexcluding the Notes) outstanding immediately prior to such issue (to the extent such Options or Convertible Securities have an exercise or conversion price below R); A = the number of shares of Common Stock that would have been issued (or be deemed to have been issued) if such Dilutive Issuance had been issued at a price per share equal to R (determined by dividing the aggregate consideration received by the Company in respect of such issue by reclassification R); and B = the number of its shares of Common Stock other securities issued (or deemed to have been issued) in such Dilutive Issuance. For purposes of this Section 6(a)(i), clauses (A) through (D) of Section 13.4 of the CompanySecurities Purchase Agreement shall apply to the adjustments contemplated in this Section 6(a)(i), mutandis mutatis. (ii) In the event of any such Dilutive Issuance, the number and kind of securities purchasable shares of Common Stock issuable upon the exercise of this Warrant shall be increased to the Soliciting Dealer number obtained by dividing (x) the product of (1) the number of shares of Common Stock issuable upon the exercise of this Warrant immediately prior thereto shall be adjusted so that to such Dilutive Issuance, and (2) the Warrantholder shall be entitled to receive the number and kind of securities of the Company which it would have owned or would have been entitled to receive after the happening of any of the events described above had the Soliciting Dealer Warrant been exercised Price in effect immediately prior to such Dilutive Issuance, by (y) the happening of such event or any record date new Warrant Price determined in accordance with respect thereto. Any adjustment made pursuant to this Subsection (a) shall become effective on the effective date of such event retroactive to the record date, if any, for such eventSection 6(a)(i). (b) No adjustment With respect to any event contemplated in Sections 13.5, 13.6, 13.7, or 13.8 of the Securities Purchase Agreement, the adjustments contemplated by such sections shall be applied to the Warrant Price as if all references to Conversion Price in such sections were references to Warrant Price and all reference to conversion of Notes in such sections were references to exercise of the Warrant. The number of securities purchasable hereunder shall be required unless such adjustment would require an increase or decrease shares of at least one percent (1%) in the number of securities (calculated to the nearest full Share thereof) then purchasable Common Stock issuable upon the exercise of this Warrant shall be adjusted to the Soliciting Dealer Warrant or, if number obtained by dividing (x) the Soliciting Dealer Warrant is not then exercisable, product of (1) the number of securities purchasable shares of Common Stock issuable upon the exercise of this Warrant immediately prior to the Soliciting Dealer event giving rise to such adjustment, and (2) the Warrant on Price in effect immediately prior to the first date thereafter that event giving rise to such adjustment, by (y) the Soliciting Dealer new Warrant becomes exercisable; provided, however, that any adjustment which by reason of Price determined in accordance with this Subsection (b) is not required to be made immediately shall be carried forward and taken into account in any subsequent adjustmentSection 6(b). (c) Whenever the number of Shares purchasable upon the exercise With respect to any event contemplated in Section 13.14 of the Soliciting Dealer Warrant is adjusted as herein providedSecurities Purchase Agreement, the Warrant Price shall be adjusted by multiplying exercisable for the same type and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that the holder of this Warrant would have owned or been entitled to receive upon such Warrant Price immediately prior to Merger Event had such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of the Soliciting Dealer holder exercised this Warrant immediately prior to such adjustmentMerger Event. In determining the kind and amount of shares of stock, and other securities or other property or assets (including cash or any combination thereof) receivable upon consummation of which such Merger Event, if the denominator holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Merger Event, the holder of the Warrant shall be have the right to make a similar election upon exercise of this Warrant with respect to the number of Shares so purchasable immediately thereaftershares of stock, other securities or other property or assets (including cash or any combination thereof) which the holder of this Warrant will receive upon exercise of this Warrant. (d) For the purpose of this Section 8Sections 13.10, the term "Common Stock" shall mean: (i) the class of stock designated as the Common Stock 13.11, 13.12, 13.13, 13.15, 13.16 and 13.17 of the Company at the date of this Agreement; or (ii) any other class of stock resulting from successive changes or reclassification of such Common Stock consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to this Section 8, the Warrantholder Securities Purchase Agreement shall become entitled to purchase any shares of the Company other than Common Stock, thereafter the number of such other shares so purchasable upon the exercise of the Soliciting Dealer Warrant and the Warrant Price shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable apply to the provisions with respect to the Shares contained adjustments contemplated in this Section 86, mutandis mutatis.

Adjustment of Warrant Price and Number of Shares. The number and kind of securities Shares purchasable upon the exercise of the Soliciting Dealer this Warrant and the Warrant Exercise Price shall be subject to adjustment from time to time upon the happening of certain events, only as follows: (a) In case The Exercise Price of this Warrant and the Company shall: number of Shares issuable upon exercise of this Warrant shall be appropriately adjusted to reflect any stock dividend, stock split, combination of shares of stock, reclassification, recapitalization or other similar event affecting the number of outstanding shares of Common Stock, as follows: (i) pay The Exercise Price in effect at the time of such event shall be adjusted so that it shall equal the price determined by multiplying the Exercise Price by a dividend in Common Stock or make a distribution in Common Stock; (ii) subdivide its outstanding Common Stock; (iii) combine its outstanding Common Stock into a smaller fraction, the numerator of which shall be the number of shares of Common Stock, or (iv) issue by reclassification of its Common Stock other securities of the Company, the number and kind of securities purchasable upon the exercise of the Soliciting Dealer Warrant immediately prior thereto shall be adjusted so that the Warrantholder shall be entitled to receive the number and kind of securities of the Company which it would have owned or would have been entitled to receive after the happening of any of the events described above had the Soliciting Dealer Warrant been exercised outstanding immediately prior to the happening of such event or any record date with respect thereto. Any adjustment made pursuant and the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after giving effect to this Subsection (a) shall become effective on the effective date of such event retroactive to the record date, if any, for such event. Such adjustment shall be made successively whenever any event specified above shall occur. (bii) No adjustment in Whenever the number of securities purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of securities (calculated to the nearest full Share thereof) then purchasable Exercise Price payable upon the exercise of the Soliciting Dealer Warrant or, if the Soliciting Dealer this Warrant is not then exercisableadjusted pursuant to subparagraph (i) above, the number of securities purchasable upon the exercise of the Soliciting Dealer Warrant on the first date thereafter that the Soliciting Dealer Warrant becomes exercisable; provided, however, that any adjustment which by reason of this Subsection (b) is not required to be made immediately shall be carried forward and taken into account in any subsequent adjustment. (c) Whenever the number of Shares purchasable upon the exercise of the Soliciting Dealer this Warrant is adjusted as herein provided, the Warrant Price shall simultaneously be adjusted by multiplying such Warrant Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable initially issuable upon the exercise of this Warrant by the Soliciting Dealer initial Exercise Price in effect on the date hereof and dividing the product so obtained by the Exercise Price, as adjusted. (b) In case the Company shall make or issue, or shall fix a record date for the determination of eligible holders entitled to receive, a dividend or other distribution with respect to the shares payable in (i) securities of the Company (other than Shares of Common Stock) or (ii) assets (excluding cash dividends paid or payable solely out of retained earnings), then in each case, the holder of this Warrant on exercise hereof at any time after the consummation, effective date or record date of such event, shall receive, in addition to the Shares issuable on such exercise prior to such date, the securities or other assets of the Company to which such holder would have been entitled upon such date if such holder had exercised this Warrant immediately prior thereto (all subject to further adjustment as provided in this Warrant). (c) In case of any merger of the Company with or into any other corporation, entity or person, or any corporate reorganization, in which the Company shall not be the continuing or surviving entity of such adjustmentreorganization or merger, or any sale of all or substantially all of the assets of the Company (and such transaction being hereinafter referred to as a "Reorganization"), then, in each case, (i) the holder of this Warrant shall be provided with written notice of the proposed Reorganization at least thirty (30) days prior to the proposed Reorganization date, and (ii) the holder of this Warrant, on exercise hereof at any time after the consummation or effective date of such Reorganization (the "Effective Date"), shall receive, in lieu of the Shares issuable on such exercise prior to the Effective Date, the stock and other securities and property (including cash) to which such Holder would have been entitled upon the denominator shall be the number of Shares so purchasable Effective Date if such Holder had exercised this Warrant immediately thereafterprior thereto (all subject to further adjustment as provided in this Warrant). (d) For In case of any adjustment or readjustment in the purpose price or kind of this Section 8, the term "Common Stock" shall mean: (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement; or (ii) any other class of stock resulting from successive changes or reclassification of such Common Stock consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to this Section 8, the Warrantholder shall become entitled to purchase any shares of the Company other than Common Stock, thereafter the number of such other shares so purchasable upon securities issuable on the exercise of this Warrant, the Soliciting Dealer Warrant and the Warrant Price shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable Company will promptly give written notice thereof to the provisions with respect to holder of this Warrant in the Shares contained form of a certificate, certified and confirmed by the Board of Directors of the Company, setting forth such adjustment or readjustment and showing in this Section 8reasonable detail the computation of such adjustment.

Adjustment of Warrant Price and Number of Shares. The number and kind of securities purchasable upon the exercise of the Soliciting Dealer Warrant and the Warrant Price shall be subject to adjustment from time to time upon the happening of certain events, as follows: (a) In case the Company shall: shall (i) pay a dividend in Common Stock or any other security or make a distribution in Common Stock; , (ii) subdivide its outstanding Common Stock; , (iii) combine its outstanding Common Stock into a smaller number of shares of Common Stock, or (iv) issue by reclassification of its Common Stock other securities of the Company, the number and kind of securities Shares purchasable upon the exercise of the Soliciting Dealer Warrant Warrants immediately prior thereto shall be adjusted so that the Warrantholder shall be entitled to receive the kind and number and kind of Shares or other securities of the Company which it would have owned or would have been entitled to receive immediately after the happening of any of the events described above above, had the Soliciting Dealer Warrant Warrants been exercised immediately prior to the happening of such event or any record date with respect theretohereto. Any adjustment made pursuant to this Subsection (a) Section 5 shall become effective on immediately after the effective date of such event retroactive to the record date, if any, for such event. (b) No adjustment in the number of securities purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of securities (calculated to the nearest full Share thereof) then purchasable upon the exercise of the Soliciting Dealer Warrant or, if the Soliciting Dealer Warrant is not then exercisable, the number of securities purchasable upon the exercise of the Soliciting Dealer Warrant on the first date thereafter that the Soliciting Dealer Warrant becomes exercisable; provided, however, that any adjustment which by reason of this Subsection (b) is not required to be made immediately shall be carried forward and taken into account in any subsequent adjustment. (c) . Whenever the number of Shares purchasable upon the exercise of the Soliciting Dealer Warrant Warrants is adjusted as herein provided, the Warrant Price payable upon exercise of the Warrants shall be adjusted by multiplying such Warrant Price immediately prior to such adjustment by a fraction, the numerator of which the numerator shall be the number of Shares purchasable upon the exercise of the Soliciting Dealer Warrant Warrants immediately prior to such adjustment, and the denominator of which the denominator shall be the number of Shares so purchasable immediately immediatey thereafter. (d) For the purpose of . Except as provided in this Section 85, no adjustment in respect of any cash dividends or distributions out of earnings shall be made during the term "Common Stock" shall mean: (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement; Warrants or (ii) any other class of stock resulting from successive changes or reclassification of such Common Stock consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to this Section 8, the Warrantholder shall become entitled to purchase any shares of the Company other than Common Stock, thereafter the number of such other shares so purchasable upon the exercise of the Soliciting Dealer Warrant and the Warrant Price shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Shares contained in this Section 8Warrants.

Adjustment of Warrant Price and Number of Shares. The number and kind of securities purchasable upon the exercise of the Soliciting Dealer this Warrant and the Warrant Price shall be subject to adjustment from time to time upon the happening of certain events, as follows: (ai) In case If and whenever on or after the date hereof the Company shall: (i) pay a dividend issues or sells, or in accordance with Section 13.4 of the Securities Purchase Agreement is deemed to have issued or sold, any shares of Common Stock (including the issuance or make a distribution in Common Stock; (ii) subdivide its outstanding Common Stock; (iii) combine its outstanding sale of shares of Common Stock into owned or held by or for the account of the Company) for a smaller consideration per share (the "New Issuance Price") less than a price equal to the Warrant Price in effect immediately prior to such issue or sale or deemed issuance or sale (such Warrant Price then in effect is referred to as the "Applicable Price") (the foregoing a "Dilutive Issuance"), other than an issuance or sale or deemed issuance or sale covered by Section 13.5 of the Securities Purchase Agreement, then the Warrant Price then in effect shall be reduced to a price determined in accordance with the following formula: R1 = R × OS + A Where: R1 = the Warrant Price in effect immediately after such Dilutive Issuance; R = the Warrant Price in effect immediately prior to such Dilutive Issuance; OS = the number of shares of Common Stock, Stock outstanding immediately prior to such Dilutive Issuance (treating for this purpose as outstanding all shares of Common Stock issuable upon exercise of Options outstanding immediately prior to such issue (excluding the Apollo Warrants) or upon conversion or exchange of Convertible Securities (ivexcluding the Notes) outstanding immediately prior to such issue (to the extent such Options or Convertible Securities have an exercise or conversion price below R); A = the number of shares of Common Stock that would have been issued (or be deemed to have been issued) if such Dilutive Issuance had been issued at a price per share equal to R (determined by dividing the aggregate consideration received by the Company in respect of such issue by reclassification R); and B = the number of its shares of Common Stock other securities issued (or deemed to have been issued) in such Dilutive Issuance. For purposes of this Section 6(a)(i), clauses (A) through (D) of Section 13.4 of the CompanySecurities Purchase Agreement shall apply to the adjustments contemplated in this Section 6(a)(i), mutandis mutatis. (ii) In the event of any such Dilutive Issuance, the number and kind of securities purchasable shares of Common Stock issuable upon the exercise of this Warrant shall be increased to the Soliciting Dealer number obtained by dividing (x) the product of (1) the number of shares of Common Stock issuable upon the exercise of this Warrant immediately prior thereto shall be adjusted so that to such Dilutive Issuance, and (2) the Warrantholder shall be entitled to receive the number and kind of securities of the Company which it would have owned or would have been entitled to receive after the happening of any of the events described above had the Soliciting Dealer Warrant been exercised Price in effect immediately prior to such Dilutive Issuance, by (y) the happening of such event or any record date new Warrant Price determined in accordance with respect thereto. Any adjustment made pursuant to this Subsection (a) shall become effective on the effective date of such event retroactive to the record date, if any, for such eventSection 6(a)(i). (b) No adjustment With respect to any event contemplated in Sections 13.5, 13.6, 13.7, 13.8, or 13.9 of the Securities Purchase Agreement, the adjustments contemplated by such sections shall be applied to the Warrant Price as if all references to Conversion Price in such sections were references to Warrant Price and all reference to conversion of Notes in such sections were references to exercise of the Warrant. The number of securities purchasable hereunder shall be required unless such adjustment would require an increase or decrease shares of at least one percent (1%) in the number of securities (calculated to the nearest full Share thereof) then purchasable Common Stock issuable upon the exercise of this Warrant shall be adjusted to the Soliciting Dealer Warrant or, if number obtained by dividing (x) the Soliciting Dealer Warrant is not then exercisable, product of (1) the number of securities purchasable shares of Common Stock issuable upon the exercise of this Warrant immediately prior to the Soliciting Dealer event giving rise to such adjustment, and (2) the Warrant on Price in effect immediately prior to the first date thereafter that event giving rise to such adjustment, by (y) the Soliciting Dealer new Warrant becomes exercisable; provided, however, that any adjustment which by reason of Price determined in accordance with this Subsection (b) is not required to be made immediately shall be carried forward and taken into account in any subsequent adjustmentSection 6(b). (c) Whenever the number of Shares purchasable upon the exercise With respect to any event contemplated in Section 13.14 of the Soliciting Dealer Warrant is adjusted as herein providedSecurities Purchase Agreement, the Warrant Price shall be adjusted by multiplying exercisable for the same type and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that the holder of this Warrant would have owned or been entitled to receive upon such Warrant Price immediately prior to Merger Event had such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of the Soliciting Dealer holder exercised this Warrant immediately prior to such adjustmentMerger Event. In determining the kind and amount of shares of stock, and other securities or other property or assets (including cash or any combination thereof) receivable upon consummation of which such Merger Event, if the denominator holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Merger Event, the holder of the Warrant shall be have the right to make a similar election upon exercise of this Warrant with respect to the number of Shares so purchasable immediately thereaftershares of stock, other securities or other property or assets (including cash or any combination thereof) which the holder of this Warrant will receive upon exercise of this Warrant. (d) For the purpose of this Section 8Sections 13.10, the term "Common Stock" shall mean: (i) the class of stock designated as the Common Stock 13.11, 13.12, 13.13, 13.15, 13.16 and 13.17 of the Company at the date of this Agreement; or (ii) any other class of stock resulting from successive changes or reclassification of such Common Stock consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to this Section 8, the Warrantholder Securities Purchase Agreement shall become entitled to purchase any shares of the Company other than Common Stock, thereafter the number of such other shares so purchasable upon the exercise of the Soliciting Dealer Warrant and the Warrant Price shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable apply to the provisions with respect to the Shares contained adjustments contemplated in this Section 86, mutandis mutatis.

Adjustment of Warrant Price and Number of Shares. The number and kind of securities purchasable upon the exercise of the Soliciting Dealer Warrant and the Warrant Price shall be subject to adjustment from time to time upon the happening of certain events, as follows: (a) In case the Company shall: shall (i) pay a dividend in Common Stock or any other security or make a distribution in Common Stock; , (ii) subdivide its outstanding Common Stock; , (iii) combine its outstanding Common Stock into a smaller number of shares of Common Stock, or (iv) issue by reclassification of its Common Stock other securities of the Company, the number and kind of securities Shares purchasable upon the exercise of the Soliciting Dealer Warrant Warrants immediately prior thereto shall be adjusted so that the Warrantholder shall be entitled to receive the kind and number and kind of Shares or other securities of the Company which it would have owned or would have been entitled to receive immediately after the happening of any of the events described above above, had the Soliciting Dealer Warrant Warrants been exercised immediately prior to the happening of such event or any record date with respect thereto. Any adjustment made pursuant to this Subsection (a) Section 5 shall become effective on immediately after the effective date of such event retroactive to the record date, if any, for such event. (b) No adjustment in the number of securities purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of securities (calculated to the nearest full Share thereof) then purchasable upon the exercise of the Soliciting Dealer Warrant or, if the Soliciting Dealer Warrant is not then exercisable, the number of securities purchasable upon the exercise of the Soliciting Dealer Warrant on the first date thereafter that the Soliciting Dealer Warrant becomes exercisable; provided, however, that any adjustment which by reason of this Subsection (b) is not required to be made immediately shall be carried forward and taken into account in any subsequent adjustment. (c) . Whenever the number of Shares purchasable upon the exercise of the Soliciting Dealer Warrant Warrants is adjusted as herein provided, the Warrant Price payable upon exercise of the Warrants shall be adjusted by multiplying such Warrant Price immediately prior to such adjustment by a fraction, the numerator of which the numerator shall be the number of Shares purchasable upon the exercise of the Soliciting Dealer Warrant Warrants immediately prior to such adjustment, and the denominator of which the denominator shall be the number of Shares so purchasable immediately thereafter. (d) For the purpose of . Except as provided in this Section 85, no adjustment in respect of any cash dividends or distributions out of earnings shall be made during the term "Common Stock" shall mean: (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement; Warrants or (ii) any other class of stock resulting from successive changes or reclassification of such Common Stock consisting solely of changes in par valueupon, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to this Section 8, the Warrantholder shall become entitled to purchase any shares of the Company other than Common Stock, thereafter the number of such other shares so purchasable upon the exercise of the Soliciting Dealer Warrant and the Warrant Price shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Shares contained in this Section 8Warrants.

Adjustment of Warrant Price and Number of Shares. The Company agrees to reserve and shall keep reserved for issuance the number of shares of Common Stock issuable upon exercise of this Warrant. The number and kind of securities purchasable upon the exercise of the Soliciting Dealer this Warrant and the Warrant Price shall be subject to adjustment from time to time upon the happening of certain events, as follows: (a) In case the Company shall: shall (i1) pay a dividend in Common Stock or make a distribution in shares of its Common Stock; , (ii2) subdivide its outstanding Common Stock; Stock into a greater number of shares, (iii3) combine its outstanding Common Stock into a smaller number of shares of Common Stockshares, or (iv4) issue by reclassification of its Common Stock any shares of capital stock of the Company (other than a change in par value, or from par value to no par value, or from no par value to par value), the Warrant Price and the number 2 of shares of Common Stock or other securities of the Company, the number and kind of securities purchasable issuable upon the exercise of the Soliciting Dealer this Warrant in effect immediately prior thereto shall be adjusted so that the Warrantholder Warrantholder, by operation of Section 3(d) hereof, shall be entitled to receive the number and kind of securities of the Company shares which it would have owned or would have been entitled to receive after immediately following the happening of any of the events described above above, had the Soliciting Dealer this Warrant been exercised immediately prior to the happening of such event record or any effective date thereof. An adjustment made pursuant to Sections 3(a)(1)-(4) above shall become effective immediately after the record date with respect theretoin the case of a dividend or distribution (provided, however, that such adjustments shall be reversed if such dividends or distributions are not actually paid) and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. Any If, as a result of an adjustment made pursuant to this Subsection paragraph, the Warrantholder shall become entitled to receive shares of two or more classes of capital stock of the Company, the Board of Directors (awhose determination shall be conclusive and shall be evidenced by a resolution) shall become effective on determine the effective date allocation of the adjusted Warrant Price between or among the shares of such event retroactive to the record date, if any, for such eventclasses of capital stock. (b) In case of any reclassification of the outstanding Common Stock (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, combination or stock dividend), or in case of any consolidation of the Company with, or merger of the Company into, another corporation wherein the Company is not the surviving entity, or in case of any sale of all, or substantially all, of the property, assets, business and goodwill of the Company, the Company, or such successor or purchasing corporation, as the case may be, shall provide, by a written instrument delivered to the Warrantholder, that the Warrantholder shall thereafter be entitled, upon exercise of this Warrant, to the kind and amount of shares of stock or other equity securities, or other property or assets that would have been receivable by such Warrantholder upon such reclassification, consolidation, merger or sale, if this Warrant had been exercised immediately prior thereto. Such corporation, which thereafter shall be deemed to be the "Company" for purposes of this Warrant, shall provide in such written instrument for adjustments to the Warrant Price that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 3. (c) No adjustment in the number of securities purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one five percent (15%) in the number of securities (calculated to the nearest full Share share or unit thereof) then purchasable upon the exercise of the Soliciting Dealer Warrant or, if the Soliciting Dealer Warrant is not then exercisable, the number of securities purchasable upon the exercise of the Soliciting Dealer Warrant on the first date thereafter that the Soliciting Dealer Warrant becomes exercisablethis Warrant; provided, however, that any adjustment which by reason of this Subsection (bSection 3(c) is not required to be made immediately shall be carried forward and taken into account in any subsequent adjustment. (cd) Whenever the number of Shares purchasable upon the exercise of the Soliciting Dealer Warrant Price is adjusted as herein providedprovided in this Section 3, the number of shares of Common Stock or other securities issuable upon exercise of this Warrant Price shall be adjusted simultaneously, by multiplying such Warrant Price immediately prior to such adjustment the number of shares previously issuable by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of the Soliciting Dealer Warrant Price in effect immediately prior to such adjustment, and of which the denominator shall be the number of Shares Warrant Price as so purchasable immediately thereafteradjusted. (de) For the purpose of this Section 83, the term "Common Stock" shall mean: mean (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement; August 27, 1997, or (ii) any other class of stock resulting from successive changes or reclassification reclassifications of such Common Stock consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to this Section 83, the Warrantholder shall become entitled to purchase any shares of the Company Company's capital stock other than Common Stock, 3 thereafter the number of such other shares so purchasable upon the exercise of the Soliciting Dealer this Warrant and the Warrant Price of such shares shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Shares shares contained in this Section 83.