Common use of Adjustment Provisions Clause in Contracts

Adjustment Provisions. (a) If the Company shall, during the term hereof, (i) declare a dividend and make a distribution on the Common Stock payable in shares of Common Stock, (ii) subdivide or combine its outstanding shares of Common Stock, (iii) change the number of shares of Common Stock issuable upon exercise of this Warrant by reclassification, exchange or substitution, or (iv) reorganize the capital structure of the Company by merger, reorganization, consolidation or sale of assets, then this Warrant shall, after the happening of any such event, evidence the right to purchase the number of shares of Common Stock or other securities that would have been received as a result of that change with respect to the shares of Common Stock as if such shares had been purchased under this Warrant immediately before occurrence of such event. Such adjustment shall be made successively whenever any event listed above shall occur. Any adjustment under this subparagraph (a) shall become effective at the close of business on the date any such event occurs (the "Adjustment Date"). (b) If, during the term of this Warrant, the number of shares of Common Stock of the Company is adjusted pursuant to subparagraph (a) above, then the Exercise Price per share to be in effect after such Adjustment Date shall be determined by multiplying the Exercise Price per share in effect immediately prior to such Adjustment Date by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding at the closing of business on the Business Day immediately preceding such Adjustment Date and the denominator of which shall be the number of shares of Common Stock (or the equivalent amount of other securities) outstanding at the opening of business on the first Business Day after the Adjustment Date.

Adjustment Provisions. (a) If the Company shall, during the term hereof, (i) declare a dividend and make a distribution on the Common Stock payable in shares of Common Stock, (ii) subdivide or combine its outstanding shares of Common Stock, (iii) change the number of shares of Common Stock issuable upon exercise of this Warrant by reclassification, exchange or substitution, or (iv) reorganize the capital structure of the Company by merger, reorganization, consolidation or sale of assets, then this Warrant shall, after the happening of any such event, evidence the right to purchase the number of shares of Common Stock or other securities that would have been received as a result of that change with respect to the shares of Common Stock as if such shares had been purchased under this Warrant immediately before occurrence of such event. Such adjustment shall be made successively whenever any event listed above shall occur. Any adjustment under this subparagraph (a) shall become effective at the close of business on the date any such event occurs (the "Adjustment Date")) and the exercise price shall be adjusted proportionately. (b) If, during the term of this Warrant, the number of shares of Common Stock of the Company is adjusted pursuant to subparagraph (a) above, then the Exercise Price per share to be in effect after such Adjustment Date shall be determined by multiplying the Exercise Price per share in effect immediately prior to such Adjustment Date by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding at the closing of business on the Business Day immediately preceding such Adjustment Date and the denominator of which shall be the number of shares of Common Stock (or the equivalent amount of other securities) outstanding at the opening of business on the first Business Day after the Adjustment Date.

Adjustment Provisions. In the event Parent changes (aor establishes a record date for changing) If the Company shall, during the term hereof, (i) declare a dividend and make a distribution on the Common Stock payable in shares of Common Stock, (ii) subdivide or combine its outstanding shares of Common Stock, (iii) change the number of shares of Parent Common Stock issuable upon exercise of this Warrant by reclassification, exchange or substitution, or (iv) reorganize issued and outstanding prior to the capital structure Effective Time of the Company by mergerMerger as a result of, reorganizationincluding, consolidation without limitation, a forward or sale reverse stock split, stock dividend, recapitalization or similar transaction with respect to the outstanding Parent Common Stock and the record date therefor shall be prior to the Effective Time of assetsthe Merger, then this Warrant shall, after the happening of any such event, evidence Common Stock Exchange Ratio shall be proportionately adjusted. In the right to purchase event Parent changes (or establishes a record date for changing) the number of shares of Parent Common Stock or other securities that would have been received issued and outstanding prior to the Effective Time of the Merger as a result of that change of, including, without limitation, a forward or reverse stock split, stock dividend, recapitalization or similar transaction with respect to the outstanding Parent Common Stock and the record date therefor shall be prior to the Effective Time of the Merger, the Preferred Stock Exchange Ratio shall be proportionately adjusted. If, between the date hereof and the Effective Time of the Merger, Parent shall merge, be acquired or consolidate with, by or into any other corporation (a "Business Combination") and the terms thereof shall provide that Parent Common Stock shall be converted into or exchanged for the shares of Common Stock as if such shares had been purchased under this Warrant immediately before occurrence of such event. Such adjustment any other corporation or entity, then provision shall be made successively whenever any event listed above shall occur. Any adjustment under this subparagraph (a) shall become effective at as part of the close terms of business on the date any such event occurs (the "Adjustment Date"). (b) If, during the term of this Warrant, the number of shares of Common Stock Business Combination so that securityholders of the Company is adjusted who would be entitled to receive shares of Parent Common Stock pursuant to subparagraph (a) above, then the Exercise Price per share to be in effect after such Adjustment Date this Agreement shall be determined by multiplying the Exercise Price per entitled to receive, in lieu of each share in effect immediately prior of Parent Common Stock issuable to such Adjustment Date by a fractionsecurityholders as provided herein, the numerator same kind and amount of which securities or assets as shall be the number distributable upon such Business Combination with respect to one share of shares of Common Stock outstanding at the closing of business on the Business Day immediately preceding such Adjustment Date and the denominator of which shall be the number of shares of Parent Common Stock (or provided that nothing herein shall be construed so as to release the equivalent amount of other securities) outstanding at acquiring entity in any such Business Combination from its obligations under this Agreement as the opening of business on the first Business Day after the Adjustment Datesuccessor to Parent).

Adjustment Provisions. The number of shares of Common Stock that may be acquired under the Warrant, shall be subject to adjustment, from time to time, in accordance with the following provisions: (a) If at any time or from time to time, the Company shallCorporation shall subdivide as a whole (by reclassification, during by a stock split, by the term hereof, (i) declare a dividend and make issuance of a distribution on the Common Stock stock payable in shares stock or otherwise, including a dividend designated as such by the Compensation Committee of Common Stock, (iithe Board of Directors) subdivide or combine its outstanding shares of Common Stock, (iii) change the number of shares of Common Stock issuable upon exercise then outstanding into a greater number of this Warrant by reclassification, exchange or substitution, or (iv) reorganize the capital structure shares of the Company by merger, reorganization, consolidation or sale of assetsCommon Stock, then this Warrant shall, after the happening of any such event, evidence the right to purchase (a) the number of shares of Common Stock or other securities that would have been received as a result of that change with respect to may be acquired under the shares Warrant shall be increased proportionately and (b) the Exercise Price for each share of Common Stock as if such shares had been purchased under this subject to the Warrant immediately before occurrence of such event. Such adjustment shall be made successively whenever any event listed above shall occur. Any adjustment under this subparagraph (a) shall become effective at reduced proportionately, without changing the close of business on aggregate purchase price as to which the date any such event occurs (the "Adjustment Date")Warrant remains exercisable. (b) IfIf at any time or from time to time, during the term of this WarrantCorporation shall consolidate as a whole (by reclassification, reverse stock split, or otherwise) the number of shares of Common Stock then outstanding into a lesser number of the Company is adjusted pursuant to subparagraph shares of Common Stock, then (a) above, then the Exercise Price per share to be in effect after such Adjustment Date shall be determined by multiplying the Exercise Price per share in effect immediately prior to such Adjustment Date by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding at that may be acquired under the closing of business on the Business Day immediately preceding such Adjustment Date and the denominator of which Warrant shall be decreased proportionately, and (b) the Exercise Price for each share of Common Stock subject to the Warrant shall be increased proportionately, without changing the aggregate purchase price or value as to which the Warrant remains exercisable. (c) Should any other change be made to the Common Stock by reason of any exchange of shares or other change affecting the outstanding Common Stock as a class without the Corporation’s receipt of consideration, appropriate adjustments shall be made to the class of securities subject to this Warrant in such manner and to the extent deemed appropriate by the Compensation Committee of the Board of Directors. (d) Whenever the number of shares of Common Stock (or subject to the equivalent Warrant is required to be adjusted as provided in this Section 5, the Corporation shall, within 30 days following such adjustment, prepare and give to you a written notice setting forth, in reasonable detail, the event requiring adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the change in price and the number of shares of Common Stock, other securities, cash or property purchasable subject to the Warrant after giving effect to the adjustment. (e) outstanding at Adjustments under Section 5(a), (b) and (c) shall be made by the opening Compensation Committee of business the Board of Directors and shall be subject to Section 26, and its determination as to what adjustments shall be made and the extent thereof shall be final, binding and conclusive. No fractional interest shall be issued on the first Business Day after the Adjustment Dateaccount of any such adjustments.

Adjustment Provisions. (a) If In the Company shall, during the term hereof, (i) declare a dividend and make a distribution on the Common Stock payable event that there is any --------------------- change in shares of Common Stock, (ii) subdivide or combine its outstanding shares of Common Stock, (iii) change the number of shares of Common Stock issuable upon exercise of this Warrant by reclassification, exchange or substitution, or (iv) reorganize the capital structure of the Company by merger, reorganization, consolidation or sale of assets, then this Warrant shall, after the happening of any such event, evidence the right to purchase the number of shares of Common Stock or other securities that would have been received as a result of that change with respect to the shares of Common Stock as if such shares had been purchased under this Warrant immediately before occurrence of such event. Such adjustment shall be made successively whenever any event listed above shall occur. Any adjustment under this subparagraph (a) shall become effective at the close of business on the date any such event occurs (the "Adjustment Date"). (b) If, during the term of this Warrant, the number of issued shares of Common Stock of the Company is adjusted pursuant without new consideration to subparagraph (a) abovethe Company therefor, then the Exercise Price per share to be in effect after such Adjustment Date shall be determined by multiplying the Exercise Price per share in effect immediately prior to such Adjustment Date by a fractionreason of stock dividends, the numerator of which shall be stock split-ups or like recapitalizations, the number of shares of Common Stock outstanding at the closing of business on the Business Day immediately preceding such Adjustment Date and the denominator of which may thereafter be purchased under this option shall be adjusted in the same proportion as said change in issued shares. In such event, the per share purchase price specified in paragraph 1 above shall be adjusted so that the total consideration payable to the Company for the adjusted number of shares remaining subject to this option shall not be changed by reason of the adjustment in number of shares. If during the term of this option the Common Stock of the Company shall be combined or be changed into the same or another kind of stock of the Company or into securities of another corporation, whether through recapitalization, reorganization, sale, merger, consolidation, or by other means, the Company shall cause adequate provision to be made whereby the Employee thereafter will be entitled to receive, upon the due exercise of any then unexercised portion of this option, the securities which the Employee would have been entitled to receive for Common Stock acquired through exercise of such portion of the option (regardless of whether or to what extent the equivalent amount option would then have been exercisable) immediately prior to the effective date of other securities) outstanding at such recapitalization, reorganization, sale, merger, consolidation, or similar transaction. If appropriate, due adjustment shall be made in the opening per share or per unit price of business the securities purchased on the first Business Day after the Adjustment Dateexercise of this option following said recapitalization, reorganization, sale, merger, consolidation, or similar transaction.

Adjustment Provisions. The number of shares of Common Stock that may be acquired under the Warrant, shall be subject to adjustment, from time to time, in accordance with the following provisions: (a) If at any time or from time to time, the Company shallCorporation shall subdivide as a whole (by reclassification, during by a stock split, by the term hereof, (i) declare a dividend and make issuance of a distribution on the Common Stock stock payable in shares stock or otherwise, including a dividend designated as such by the Board of Common Stock, (iiDirectors) subdivide or combine its outstanding shares of Common Stock, (iii) change the number of shares of Common Stock issuable upon exercise then outstanding into a greater number of this Warrant by reclassification, exchange or substitution, or (iv) reorganize the capital structure shares of the Company by merger, reorganization, consolidation or sale of assetsCommon Stock, then this Warrant shall, after the happening of any such event, evidence the right to purchase (a) the number of shares of Common Stock or other securities that would have been received as a result of that change with respect to may be acquired under the shares Warrant shall be increased proportionately and (b) the Exercise Price for each share of Common Stock as if such shares had been purchased under this subject to the Warrant immediately before occurrence of such event. Such adjustment shall be made successively whenever any event listed above shall occur. Any adjustment under this subparagraph (a) shall become effective at reduced proportionately, without changing the close of business on aggregate purchase price as to which the date any such event occurs (the "Adjustment Date")Warrant remains exercisable. (b) IfIf at any time or from time to time, during the term of this WarrantCorporation shall consolidate as a whole (by reclassification, reverse stock split, or otherwise) the number of shares of Common Stock then outstanding into a lesser number of the Company is adjusted pursuant to subparagraph shares of Common Stock, then (a) above, then the Exercise Price per share to be in effect after such Adjustment Date shall be determined by multiplying the Exercise Price per share in effect immediately prior to such Adjustment Date by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding at that may be acquired under the closing of business on the Business Day immediately preceding such Adjustment Date and the denominator of which Warrant shall be decreased proportionately, and (b) the Exercise Price for each share of Common Stock subject to the Warrant shall be increased proportionately, without changing the aggregate purchase price or value as to which the Warrant remains exercisable. (c) Should any other change be made to the Common Stock by reason of any exchange of shares or other change affecting the outstanding Common Stock as a class without the Corporation’s receipt of consideration, appropriate adjustments shall be made to the class of securities subject to this Warrant in such manner and to the extent deemed appropriate by the Board of Directors. (d) Whenever the number of shares of Common Stock (or subject to the equivalent Warrant is required to be adjusted as provided in this Section 5, the Corporation shall, within 30 days following such adjustment, prepare and give to you a written notice setting forth, in reasonable detail, the event requiring adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the change in price and the number of shares of Common Stock, other securities, cash or property purchasable subject to the Warrant after giving effect to the adjustment. (e) outstanding at Adjustments under Section 5(a), (b) and (c) shall be made by the opening Board of business Directors, and its determination as to what adjustments shall be made and the extent thereof shall be final, binding and conclusive. No fractional interest shall be issued on the first Business Day after the Adjustment Dateaccount of any such adjustments.

Adjustment Provisions. (a) If In the Company shall, during the term hereof, (i) declare a dividend and make a distribution on the Common Stock payable event that there is any --------------------- change in shares of Common Stock, (ii) subdivide or combine its outstanding shares of Common Stock, (iii) change the number of shares of Common Stock issuable upon exercise of this Warrant by reclassification, exchange or substitution, or (iv) reorganize the capital structure of the Company by merger, reorganization, consolidation or sale of assets, then this Warrant shall, after the happening of any such event, evidence the right to purchase the number of shares of Common Stock or other securities that would have been received as a result of that change with respect to the shares of Common Stock as if such shares had been purchased under this Warrant immediately before occurrence of such event. Such adjustment shall be made successively whenever any event listed above shall occur. Any adjustment under this subparagraph (a) shall become effective at the close of business on the date any such event occurs (the "Adjustment Date"). (b) If, during the term of this Warrant, the number of issued shares of Common Stock of the Company is adjusted pursuant without new consideration to subparagraph (a) abovethe Company therefor, then the Exercise Price per share to be in effect after such Adjustment Date shall be determined by multiplying the Exercise Price per share in effect immediately prior to such Adjustment Date by a fractionreason of stock dividends, the numerator of which shall be stock split-ups or like recapitalizations, the number of shares of Common Stock outstanding at the closing of business on the Business Day immediately preceding such Adjustment Date and the denominator of which may thereafter be purchased under this option shall be adjusted in the same proportion as said change in issued shares. In such event, the per share purchase price specified in paragraph 1 above shall be adjusted so that the total consideration payable to the Company for the adjusted number of shares remaining subject to this option shall not be changed by reason of the adjustment in number of shares. If during the term of this option the Common Stock of the Company shall be combined or be changed into the same or another kind of stock of the Company or into securities of another corporation, whether through recapitalization, reorganization, sale, merger, consolidation, or by other means, the Company shall cause adequate provision to be made whereby the Employee thereafter will be entitled to receive, upon the due exercise of any then unexercised portion of this option, the securities which the Employee would have been entitled to receive for Common Stock acquired through exercise of such portion of the option (regardless of whether or to what extent the equivalent amount option would then have been exercisable) immediately prior to the effective date of other securities) outstanding at such recapitalization, reorganization, sale, merger, consolidation, or similar transaction. If appropriate, due adjustment shall be made in the opening per share or per unit price to the securities purchased on exercise of business on the first Business Day after the Adjustment Datethis option following said recapitalization, sale, merger, consolidation, or similar transaction.

Adjustment Provisions. (a) If The respective Exercise Price in effect at any time and the number and kind of securities purchasable upon the exercise of the Warrants shall be subject to adjustment from time to time upon the happening of certain events as follows: 3.1 In case the Company shall, during the term hereof, shall (i) declare a dividend and or make a distribution on the its outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide or combine reclassify its outstanding shares of Common StockStock into a greater number of shares, or (iii) change combine or reclassify its outstanding shares of Common Stock into a smaller number of shares, the respective Exercise Price in effect at the time of the record date for such dividend or distribution or of the effective date of such subdivision, combination or reclassification shall be adjusted so that it shall equal the price determined by multiplying the respective Exercise Price by a fraction, the denominator of which shall be the number of shares of Common Stock issuable upon exercise outstanding after giving effect to such action, and the numerator of this Warrant by reclassification, exchange or substitution, or (iv) reorganize the capital structure of the Company by merger, reorganization, consolidation or sale of assets, then this Warrant shall, after the happening of any such event, evidence the right to purchase which shall be the number of shares of Common Stock or other securities that would have been received as a result of that change with respect outstanding immediately prior to the shares of Common Stock as if such shares had been purchased under this Warrant immediately before occurrence of such eventaction. Such adjustment shall be made successively whenever any event listed above shall occur. Any adjustment under this subparagraph (a) shall become effective at the close of business on the date any such event occurs (the "Adjustment Date"). (b) If, during 3.2 Whenever the term respective Exercise Price payable upon exercise of this Warranteach Warrant is adjusted pursuant to Subsection 4.1 above, the number of Shares purchasable upon exercise of this Warrant shall simultaneously be adjusted by multiplying the respective number of Shares initially issuable upon exercise of this Warrant by the respective Exercise Price in effect on the date hereof and dividing the product so obtained by the respective Exercise Price, as adjusted. 3.3 No adjustment in the respective Exercise Price shall be required unless such adjustment would require an increase or decrease of at least one cent ($0.01) in such price; provided, however, that any adjustment which by reason of this Subsection 4.3 is not required to be made shall be carried forward and taken into account in any subsequent adjustment required to be made hereunder. All calculations under this Section 4 shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. Anything in this Section 4 to the contrary notwithstanding, the Company shall be entitled, but shall not be required, to make such changes in the respective Exercise Price, in addition to those required by this Section 4, as it shall determine, in its sole discretion, to be advisable in order that any dividend or distribution in shares of Common Stock, or any subdivision, reclassification or combination of Common Stock, hereafter made by the Company shall not result in any Federal Income tax liability to the holders of Common Stock or securities convertible into Common Stock (including the Warrants). 3.4 In the event that at any time, as a result of an adjustment made pursuant to Subsection 4.1 above, Holder of this Warrant thereafter shall become entitled to receive any shares of the Company is adjusted pursuant to subparagraph (a) aboveCompany, then the Exercise Price per share to be in effect after such Adjustment Date shall be determined by multiplying the Exercise Price per share in effect immediately prior to such Adjustment Date by a fractionother than Common Stock, the numerator of which shall be thereafter the number of such other shares so receivable upon exercise of this Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock outstanding at the closing of business on the Business Day immediately preceding such Adjustment Date and the denominator of which shall be the number of shares of Common Stock (or the equivalent amount of other securities) outstanding at the opening of business on the first Business Day after the Adjustment Date.contained in Subsections 4.1 to 4.3

Adjustment Provisions. (a) If the Company completes the Contemplated Reorganization, the shares subject to this Warrant will be 325,000 shares in the Surviving Corporation and the Exercise Price will be $2.00 per share, adjusted, if necessary, if necessary, as contemplated in Section 2 (c). If the Company shall, during the term hereof, (i) declare a dividend and make a distribution on the Common Stock payable in shares of Common Stock, (ii) subdivide or combine its outstanding shares of Common Stock, (iii) change the number of shares of Common Stock issuable upon exercise of this Warrant by reclassification, exchange or substitution, or (iv) reorganize the capital structure of the Company by merger, reorganization, consolidation or sale of assets, then this Warrant shall, after the happening of any such event, evidence the right to purchase the number of shares of Common Stock or other securities that would have been received as a result of that change with respect to the shares of Common Stock as if such shares had been purchased under this Warrant immediately before occurrence of such event. Such adjustment shall be made successively whenever any event listed above shall occur. Any adjustment under this subparagraph (a) shall become effective at the close of business on the date any such event occurs (the "Adjustment Date")) and the exercise price shall be adjusted proportionately. (b) If, during the term of this Warrant, the number of shares of Common Stock of the Company is adjusted pursuant to subparagraph (a) above, then the Exercise Price per share to be in effect after such Adjustment Date shall be determined by multiplying the Exercise Price per share in effect immediately prior to such Adjustment Date by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding at the closing of business on the Business Day immediately preceding such Adjustment Date and the denominator of which shall be the number of shares of Common Stock (or the equivalent amount of other securities) outstanding at the opening of business on the first Business Day after the Adjustment Date.

Adjustment Provisions. The Exercise Price in effect at any time and the number and kind of securities purchasable upon the exercise of the Warrants shall be subject to adjustment from time to time upon the happening of certain events as follows: (a1) If In case the Company shall, during the term hereof, shall (i) declare a dividend and or make a distribution on the its outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide or combine reclassify its outstanding shares of Common StockStock into a greater number of shares, or (iii) change combine or reclassify its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effect at the time of the record date for such dividend or distribution or of the effective date of such subdivision, combination or reclassification shall be adjusted so that it shall equal the price determined by multiplying the Exercise Price by a fraction, the denominator of which shall be the number of shares of Common Stock issuable upon exercise outstanding after giving effect to such action, and the numerator of this Warrant by reclassification, exchange or substitution, or (iv) reorganize the capital structure of the Company by merger, reorganization, consolidation or sale of assets, then this Warrant shall, after the happening of any such event, evidence the right to purchase which shall be the number of shares of Common Stock or other securities that would have been received as a result of that change with respect outstanding immediately prior to the shares of Common Stock as if such shares had been purchased under this Warrant immediately before occurrence of such eventaction. Such adjustment shall be made successively whenever any event listed above shall occur. Any adjustment under . (2) Whenever the Exercise Price payable upon exercise of each Warrant is adjusted pursuant to Subsection (1) above, the number of Shares purchasable upon exercise of this subparagraph (a) Warrant shall become effective at simultaneously be adjusted by multiplying the close number of business Shares initially issuable upon exercise of this Warrant by the Exercise Price in effect on the date hereof and dividing the product so obtained by the Exercise Price, as adjusted. (3) In the event that at any time, as a result of an adjustment made pursuant to Subsection (1) above, the Holder of this Warrant thereafter shall become entitled to receive any shares of the Company, other than Common Stock, thereafter the number of such event occurs other shares so receivable upon exercise of this Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock contained in Subsections (1) and (2) above. (4) Irrespective of any adjustments in the Exercise Price or the number or kind of shares purchasable upon exercise of this Warrant, Warrants theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in the similar Warrants initially issuable pursuant to this Agreement. (5) The Exercise Price may be adjusted from time to time in the same manner in which adjustments are made to the Conversion Price (as defined in the Certificate of Designation) in accordance with Section 6C of the Certificate of Designation of Rights, Preferences and Privileges of the Series B Convertible Preferred Stock (the "Adjustment DateCertificate of Designation"); provided, however, that in no event shall the Exercise Price be reduced below $1.40 (as adjusted for any stock dividends, combinations, reclassifications or splits). (b6) IfUpon the occurrence of each adjustment pursuant to this Section (f), during the term Company will promptly deliver to the Holder a certificate executed by the Company's Chief Financial Officer setting forth, in reasonable detail, the event requiring such adjustment and the method by which such adjustment was calculated, the adjusted Exercise Price and the adjusted number or type of Warrant Shares or other securities issuable upon exercise of this Warrant, Warrant (as applicable). The Company will retain at its office copies of all such certificates and cause the number of shares of Common Stock same to be available for inspection at said office during normal business hours by the Holder or any prospective purchaser of the Company is adjusted pursuant to subparagraph (a) above, then Warrant designated by the Exercise Price per share to be in effect after such Adjustment Date shall be determined by multiplying the Exercise Price per share in effect immediately prior to such Adjustment Date by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding at the closing of business on the Business Day immediately preceding such Adjustment Date and the denominator of which shall be the number of shares of Common Stock (or the equivalent amount of other securities) outstanding at the opening of business on the first Business Day after the Adjustment DateHolder.

Adjustment Provisions. Until the closing of the first (a1st) financing after the execution of this Warrant, number of Warrants or the strike price may be adjusted as provided in this Section 12 to provide for certain anti-dilution protection. 12.1. The ratio of Warrant Shares to outstanding shares of Common Stock shall be the ratio thereof existing on the date hereof (the “Ratio”, which the parties agree is currently 5.03%), after giving effect to the issuance of a maximum of 2.3 million shares of Common Stock to be covered by options or grants issued to management of the Company. For purposes hereof, the term “outstanding shares of Common Stock” includes the said maximum of 2.3 million shares, plus 8,379,879 issued shares of Common Stock outstanding as of the date hereof, as well as 647,300 shares currently reserved for issuance under existing options, rights and any other outstanding securities of the Company. If the Company shall, during the term hereof, shall (i1) declare a dividend and or make a distribution on the of Common Stock payable in shares of Common Stock, (ii2) subdivide or its outstanding shares of Common Stock into a greater number of shares of Common Stock, (3) combine its outstanding shares of Common Stock, (iii) change the Stock into a smaller number of shares of Common Stock issuable upon exercise of this Warrant by reclassification, exchange or substitutionStock, or (iv4) reorganize the issue any shares of capital structure stock of the Company by merger, reorganization, consolidation reclassification or sale capital reorganization of assetsits shares of Common Stock, then this Warrant shall, after the happening of any such event, evidence the right to purchase the number of Warrant Shares and the Exercise Price in effect immediately prior to such action shall be adjusted so that the Holder shall be entitled to receive the number and kind of shares of Common Stock or other securities that Capital Stock which the Holder would have owned or have been received as a result of that change with respect entitled to receive immediately after such action had the Holder exercised the Warrant immediately prior to the shares record date in the case of Common Stock as if such shares had been purchased under this Warrant immediately before occurrence (1), or the effective date in the case of such event(2), (3) or (4). Such In the event that any adjustment shall be made successively whenever any event listed above shall occur. Any adjustment under this subparagraph (a) shall become effective at the close of business on the date any such event occurs (the "Adjustment Date"). (b) If, during the term of this Warrant, the number of shares of Common Stock of the Company is adjusted pursuant to subparagraph (a) above, then the Exercise Price per share to be as required herein results in effect after a fraction of a cent, such Adjustment Date Exercise Price shall be determined by multiplying rounded up to the Exercise Price per share in effect immediately prior to such Adjustment Date by nearest cent; or 12.2. Should the Company complete a fractionfinancing transaction that includes convertible debt or equity securities, the numerator of which or warrants or options for equity securities, at a strike price that is less than $.22, Holder’s unexercised Warrants shall be re-priced to match the number strike price of shares of Common Stock outstanding at the closing of business on the Business Day immediately preceding such Adjustment Date and the denominator of which shall be the number of shares of Common Stock (convertible debt or the equivalent amount of other securities) outstanding at the opening of business on the first Business Day after the Adjustment Dateequity security, option or warrant.

Adjustment Provisions. The Exercise Price in effect at any time and the number and kind of securities purchasable upon the exercise of the Warrants shall be subject to adjustment from time to time upon the happening of certain events as follows: (a1) If In case the Company shall, during the term hereof, shall (i) declare a dividend and or make a distribution on the its outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide or combine reclassify its outstanding shares of Common StockStock into a greater number of shares, or (iii) change combine or reclassify its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effect at the time of the record date for such dividend or distribution or of the effective date of such subdivision, combination or reclassification shall be adjusted so that it shall equal the price determined by multiplying the Exercise Price by a fraction, the denominator of which shall be the number of shares of Common Stock issuable upon exercise outstanding after giving effect to such action, and the numerator of this Warrant by reclassification, exchange or substitution, or (iv) reorganize the capital structure of the Company by merger, reorganization, consolidation or sale of assets, then this Warrant shall, after the happening of any such event, evidence the right to purchase which shall be the number of shares of Common Stock or other securities that would have been received as a result of that change with respect outstanding immediately prior to the shares of Common Stock as if such shares had been purchased under this Warrant immediately before occurrence of such eventaction. Such adjustment shall be made successively whenever any event listed above shall occur. Any adjustment under . (2) Whenever the Exercise Price payable upon exercise of each Warrant is adjusted pursuant to Subsection (1) above, the number of Shares purchasable upon exercise of this subparagraph (a) Warrant shall become effective at simultaneously be adjusted by multiplying the close number of business Shares initially issuable upon exercise of this Warrant by the Exercise Price in effect on the date hereof and dividing the product so obtained by the Exercise Price, as adjusted. (3) In the event that at any time, as a result of an adjustment made pursuant to Subsection (1) above, the Holder of this Warrant thereafter shall become entitled to receive any shares of the Company, other than Common Stock, thereafter the number of such event occurs other shares so receivable upon exercise of this Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock contained in Subsections (1) and (2) above. (4) Irrespective of any adjustments in the Exercise Price or the number or kind of shares purchasable upon exercise of this Warrant, Warrants theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in the similar Warrants initially issuable pursuant to this Agreement. (5) The Exercise Price may be adjusted from time to time in the same manner in which adjustments are made to the Conversion Price (as defined in the Certificate of Designation) in accordance with Section 6C of the Certificate of Designation of Rights, Preferences and Privileges of the Series B Convertible Preferred Stock (the "Adjustment Date"“Certificate of Designation”); provided, however, that in no event shall the Exercise Price be reduced below $1.40 (as adjusted for any stock dividends, combinations, reclassifications or splits). (b6) IfUpon the occurrence of each adjustment pursuant to this Section (f), during the term Company will promptly deliver to the Holder a certificate executed by the Company’s Chief Financial Officer setting forth, in reasonable detail, the event requiring such adjustment and the method by which such adjustment was calculated, the adjusted Exercise Price and the adjusted number or type of Warrant Shares or other securities issuable upon exercise of this Warrant, Warrant (as applicable). The Company will retain at its office copies of all such certificates and cause the number of shares of Common Stock same to be available for inspection at said office during normal business hours by the Holder or any prospective purchaser of the Company is adjusted pursuant to subparagraph (a) above, then Warrant designated by the Exercise Price per share to be in effect after such Adjustment Date shall be determined by multiplying the Exercise Price per share in effect immediately prior to such Adjustment Date by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding at the closing of business on the Business Day immediately preceding such Adjustment Date and the denominator of which shall be the number of shares of Common Stock (or the equivalent amount of other securities) outstanding at the opening of business on the first Business Day after the Adjustment DateHolder.

Adjustment Provisions. Until the closing of the first (a1st) financing after the execution of this Warrant, number of Warrants or the strike price may be adjusted as provided in this Section 12 to provide for certain anti-dilution protection. 13.1. The ratio of Warrant Shares to outstanding shares of Common Stock shall be the ratio thereof existing on the date hereof (the “Ratio”, which the parties agree is currently 5.03%), after giving effect to the issuance of a maximum of 2.3 million shares of Common Stock to be covered by options or grants issued to management of the Company. For purposes hereof, the term “outstanding shares of Common Stock” includes the said maximum of 2.3 million shares, plus 8,379,879 issued shares of Common Stock outstanding as of the date hereof, as well as 647,300 shares currently reserved for issuance under existing options, rights and any other outstanding securities of the Company. If the Company shall, during the term hereof, shall (i1) declare a dividend and or make a distribution on the of Common Stock payable in shares of Common Stock, (ii2) subdivide or its outstanding shares of Common Stock into a greater number of shares of Common Stock, (3) combine its outstanding shares of Common Stock, (iii) change the Stock into a smaller number of shares of Common Stock issuable upon exercise of this Warrant by reclassification, exchange or substitutionStock, or (iv4) reorganize the issue any shares of capital structure stock of the Company by merger, reorganization, consolidation reclassification or sale capital reorganization of assetsits shares of Common Stock, then this Warrant shall, after the happening of any such event, evidence the right to purchase the number of Warrant Shares and the Exercise Price in effect immediately prior to such action shall be adjusted so that the Holder shall be entitled to receive the number and kind of shares of Common Stock or other securities that Capital Stock which the Holder would have owned or have been received as a result of that change with respect entitled to receive immediately after such action had the Holder exercised the Warrant immediately prior to the shares record date in the case of Common Stock as if such shares had been purchased under this Warrant immediately before occurrence (1), or the effective date in the case of such event(2), (3) or (4). Such In the event that any adjustment shall be made successively whenever any event listed above shall occur. Any adjustment under this subparagraph (a) shall become effective at the close of business on the date any such event occurs (the "Adjustment Date"). (b) If, during the term of this Warrant, the number of shares of Common Stock of the Company is adjusted pursuant to subparagraph (a) above, then the Exercise Price per share to be as required herein results in effect after a fraction of a cent, such Adjustment Date Exercise Price shall be determined by multiplying rounded up to the Exercise Price per share in effect immediately prior to such Adjustment Date by nearest cent; or 13.2. Should the Company complete a fractionfinancing transaction that includes convertible debt or equity securities, the numerator of which or warrants or options for equity securities, at a strike price that is less than $.22, Holder’s unexercised Warrants shall be re-priced to match the number strike price of shares of Common Stock outstanding at the closing of business on the Business Day immediately preceding such Adjustment Date and the denominator of which shall be the number of shares of Common Stock (convertible debt or the equivalent amount of other securities) outstanding at the opening of business on the first Business Day after the Adjustment Dateequity security, option or warrant.

Adjustment Provisions. (a) If the Company shall, during the term hereof, . (i) declare a dividend and make a distribution on the Common Stock payable in shares of Common Stock, (ii) subdivide or combine its outstanding shares of Common Stock, (iii) change the number of shares of Common Stock issuable upon exercise of evidence by this Warrant Agreement by reclassification, exchange or substitution, or (iv) reorganize the capital structure of the Company by merger, reorganization, consolidation or sale of assets, then this Warrant shall, after the happening occurrence of any such event, evidence the right this Agreement shall apply to purchase the number of shares of Common Stock or other securities that would into which the Shares subject to each provision herein shall have been received converted, substituted, combined, subdivided, reorganized, reclassified or exchanged as a result of that change with respect to the shares of Common Stock as if such shares had been purchased under this Warrant immediately before occurrence of such event. Such adjustment shall be made successively whenever any event listed above shall occur. Any adjustment under this subparagraph (a) shall become effective at the close of business on the date any such event occurs (the "Adjustment Date"). (b) If, during the term of this WarrantAgreement, the number of shares of Common Stock of the Company is adjusted pursuant to subparagraph (a) above, then the Exercise Warrant Price per share to be in effect after such Adjustment Date shall be determined by multiplying the Exercise Warrant Price per share in effect immediately prior to such Adjustment Date by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding at the closing of business on the Business Day immediately preceding such Adjustment Date and the denominator of which shall be the number of shares of Common Stock (or the equivalent amount of other securities) outstanding at the opening of business on the first Business Day after the Adjustment Date.

Adjustment Provisions. (a) If the Company completes the Contemplated Reorganization, the total number of Shares subject to this Agreement will equal 285,714 sold pursuant to the Subscription Agreement and 571,428 shares underlying the Warrants. If the Company shall, during the term hereof, (i) declare a dividend and make a distribution on the Common Stock payable in shares of Common Stock, (ii) subdivide or combine its outstanding shares of Common Stock, (iii) change the number of shares of Common Stock issuable upon exercise of evidence by this Warrant Agreement by reclassification, exchange or substitution, or (iv) reorganize the capital structure of the Company by merger, reorganization, consolidation or sale of assets, then this Warrant shall, after the happening occurrence of any such event, evidence the right this Agreement shall apply to purchase the number of shares of Common Stock or other securities that would into which the Shares subject to each provision herein shall have been received converted, substituted, combined, subdivided, reorganized, reclassified or exchanged as a result of that change with respect to the shares of Common Stock as if such shares had been purchased under this Warrant immediately before occurrence of such event. Such adjustment shall be made successively whenever any event listed above shall occur. Any adjustment under this subparagraph (a) shall become effective at the close of business on the date any such event occurs (the "Adjustment Date")) and the Repurchase Price shall be adjusted proportionately. (b) If, during the term of this WarrantAgreement, the number of shares of Common Stock of the Company is adjusted pursuant to subparagraph (a) above, then the Exercise Repurchase Price per share to be in effect after such Adjustment Date shall be determined by multiplying the Exercise Repurchase Price per share in effect immediately prior to such Adjustment Date by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding at the closing of business on the Business Day immediately preceding such Adjustment Date and the denominator of which shall be the number of shares of Common Stock (or the equivalent amount of other securities) outstanding at the opening of business on the first Business Day after the Adjustment Date.

Adjustment Provisions. (a) If the Company completes the Contemplated Reorganization, the shares subject to this Warrant will be 285,714 shares in the Surviving Corporation and the Exercise Price will be $3.75 per share. If the Company shall, during the term hereof, (i) declare a dividend and make a distribution on the Common Stock payable in shares of Common Stock, (ii) subdivide or combine its outstanding shares of Common Stock, (iii) change the number of shares of Common Stock issuable upon exercise of this Warrant by reclassification, exchange or substitution, or (iv) reorganize the capital structure of the Company by merger, reorganization, consolidation or sale of assets, then this Warrant shall, after the happening of any such event, evidence the right to purchase the number of shares of Common Stock or other securities that would have been received as a result of that change with respect to the shares of Common Stock as if such shares had been purchased under this Warrant immediately before occurrence of such event. Such adjustment shall be made successively whenever any event listed above shall occur. Any adjustment under this subparagraph (a) shall become effective at the close of business on the date any such event occurs (the occurs(the "Adjustment Date")) and the exercise price shall be adjusted proportionately. (b) If, during the term of this Warrant, the number of shares of Common Stock of the Company is adjusted pursuant to subparagraph (a) above, then the Exercise Price per share to be in effect after such Adjustment Date shall be determined by multiplying the Exercise Price per share in effect immediately prior to such Adjustment Date by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding at the closing of business on the Business Day immediately preceding such Adjustment Date and the denominator of which shall be the number of shares of Common Stock (or the equivalent amount of other securities) outstanding at the opening of business on the first Business Day after the Adjustment Date.

Adjustment Provisions. (a) If the Company shall, during the term hereof, (i) declare a dividend and make a distribution on the Common Stock payable in shares of Common Stock, (ii) subdivide or combine its outstanding shares of Common Stock, (iii) change the number of shares of Common Stock issuable upon exercise of evidence by this Warrant Agreement by reclassification, exchange or substitution, or (iv) reorganize the capital structure of the Company by merger, reorganization, consolidation or sale of assets, then this Warrant shall, after the happening occurrence of any such event, evidence the right this Agreement shall apply to purchase the number of shares of Common Stock or other securities that would into which the Shares subject to each provision herein shall have been received converted, substituted, combined, subdivided, reorganized, reclassified or exchanged as a result of that change with respect to the shares of Common Stock as if such shares had been purchased under this Warrant immediately before occurrence of such event. Such adjustment shall be made successively whenever any event listed above shall occur. Any adjustment under this subparagraph (a) shall become effective at the close of business on the date any such event occurs (the "Adjustment Date"). (b) If, during the term of this WarrantAgreement, the number of shares of Common Stock of the Company is adjusted pursuant to subparagraph (a) above, then the Exercise Warrant Price per share to be in effect after such Adjustment Date shall be determined by multiplying the Exercise Warrant Price per share in effect immediately prior to such Adjustment Date by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding at the closing of business on the Business Day immediately preceding such Adjustment Date and the denominator of which shall be the number of shares of Common Stock (or the equivalent amount of other securities) outstanding at the opening of business on the first Business Day after the Adjustment Date.

Adjustment Provisions. 4.1 Adjustment for Stock Splits, Stock Dividends, Recapitalizations, etc. --------------------------------------------------------------------- The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as set forth in this Section 4. 1. Upon each such adjustment of the Exercise Price pursuant to this Section 4.1, the Holder shall thereafter be entitled to purchase, at the Exercise Price resulting from such adjustment, the number of Warrant Shares obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares issuable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. (a) If the Company shallCompany, during the term hereofat any time while this Warrant is outstanding, (i) declare shall pay a stock dividend and or otherwise make a distribution or distributions on the shares of its Common Stock or on any other class of capital stock payable in shares of Common StockStock (except scheduled dividends paid on preferred stock which contain a stated dividend rate and except for the issunace of the Company's 8% Senior Subordinated Convertible Promissory Notes (the "Notes")), (ii) subdivide or combine its ----- outstanding shares of Common StockStock into a larger number of shares, or (iii) change combine outstanding shares of Common Stock into a smaller number of shares, the Exercise Price shall be adjusted to an amount equal to the Exercise Price multiplied by a fraction of which the numerator shall be the number of shares of Common Stock issuable upon exercise (excluding treasury shares, if any) outstanding before such event and of this Warrant by reclassification, exchange or substitution, or (iv) reorganize which the capital structure of the Company by merger, reorganization, consolidation or sale of assets, then this Warrant shall, after the happening of any such event, evidence the right to purchase denominator shall be the number of shares of Common Stock or other securities that would have been received as a result of that change with respect to the shares of Common Stock as (excluding treasury shares, if such shares had been purchased under this Warrant immediately before occurrence of any) outstanding after such event. Such adjustment shall be made successively whenever any event listed above shall occur. Any adjustment under made pursuant to this subparagraph (a) Section shall become effective at immediately after the close record date for the determination of business on stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date any such event occurs (in the "Adjustment Date")case of a subdivision or combination, and shall apply to successive subdivisions and combinations. (b) IfIn case of any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is converted into other securities, during cash or property, then this Warrant shall be exercisable only for the term shares of stock and other securities and property receivable upon or deemed to be held by holders of Common Stock following such reclassification or share exchange, and the Holder shall be entitled upon such event to receive such amount of securities or property equal to the amount of Warrant Shares such Holder would have been entitled to had such Holder exercised this Warrant immediately prior to such reclassification or share exchange. The terms of any such reclassification or share exchange shall include such terms so as to continue to give to the Holder the right to receive the securities or property set forth in this Section 4.1(b) upon any exercise following any such reclassification or share exchange. This provision shall similarly apply to successive reclassifications and share exchanges. (c) If the Company, at any time while this Warrant is outstanding, shall distribute to all holders of Common Stock (and not to Holders of this Warrant) evidences of its indebtedness or assets or rights or warrants to subscribe for or purchase any security (excluding those referred to in Sections 4.1(a), the number of shares of Common Stock of the Company is adjusted pursuant to subparagraph (ab) aboveand (d)), then in each such case the Exercise Price per share to be in effect after such Adjustment Date shall be determined by multiplying the Exercise Price per share in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such Adjustment Date distribution by a fraction of which the denominator shall be the Exercise Price as of the record date mentioned above, and of which the numerator shall be such Exercise Price on such record date less the then fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of Common Stock as determined by the Company's board of directors in good faith. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above. (d) If the Company or any subsidiary thereof, as applicable with respect to Common Stock Equivalents (as defined below), at any time while this Warrant is outstanding, shall issue shares of Common Stock or rights, warrants, options or other securities or debt that is convertible into or exchangeable for shares of Common Stock (other than the Notes) ("Common Stock Equivalents"), entitling any ------------------------ person to acquire shares of Common Stock at a price per share less than the Exercise Price (if the holder of the Common Stock or Common Stock Equivalent so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights issued in connection with such issuance, be entitled to receive shares of Common Stock at a price less than the Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price), then the Exercise Price shall be multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such Common Stock or such Common Stock Equivalents plus the number of shares of Common Stock which the offering price for such shares of Common Stock or Common Stock Equivalents would purchase at the closing of business on the Business Day immediately preceding such Adjustment Date Exercise Price, and the denominator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to such issuance plus the number of shares of Common Stock so issued or issuable, provided, that for purposes hereof, all -------- shares of Common Stock that are issuable upon conversion, exercise or exchange of Common Stock Equivalents shall be deemed outstanding immediately after the issuance of such Common Stock Equivalents. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. However, upon the expiration of any Common Stock Equivalents the issuance of which resulted in an adjustment in the Exercise Price pursuant to this Section, if any such Common Stock Equivalents shall expire and shall not have been exercised, the Exercise Price shall immediately upon such expiration be recomputed and effective immediately upon such expiration be increased to the price which it would have been (but reflecting any other adjustments in the Exercise Price made pursuant to the provisions of this Section after the issuance of such Common Stock Equivalents) had the adjustment of the Exercise Price made upon the issuance of such Common Stock Equivalents been made on the basis of offering for subscription or purchase only that number of shares of the Common Stock actually purchased upon the exercise of such Common Stock Equivalents actually exercised. The foregoing shall not apply to any (i) issuances of securities as consideration in a merger, consolidation or acquisition of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or as consideration for the acquisition of a business, product or license by the Company, (ii) the issuance of securities upon the exercise or conversion of the Company's options, warrants or other convertible securities outstanding as of the date hereof, or (iii) the grant of options or warrants, or the issuance of additional securities, under any duly authorized Company stock option, restricted stock plan or stock purchase plan for the benefit of the Company's employees. (e) In case of any merger or consolidation of the Company with or into another person, (A) the Holder shall have the right at all times from and after the date of such merger or consolidation, to and including the Expiration Date, to exercise this Warrant for the shares of stock and other securities, cash and property receivable upon or deemed to be held by holders of Common Stock immediately following such merger or consolidation, and the Holder shall be entitled upon such event or series of related events to receive such amount of securities, cash and property as the Common Stock for which this Warrant could have been exercised immediately prior to such merger or consolidation would have been entitled, or (B) the acquiring company or newly created company shall have the right to pay the Holder the value of the Warrant determined on a Black- Scholes basis taking into account the adjustment to the Exercise Price upon the occurrence of a Capital Event. The terms of any such merger or consolidation shall include such terms so as to continue to give the Holder the right to receive the securities, cash and property set forth in this Section upon any exercise following such event. This provision shall similarly apply to successive such events. (f) All calculations under this Section 4.1 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. (g) Whenever the Exercise Price is adjusted pursuant hereto, the Company shall promptly mail to each Holder a notice setting forth the Exercise Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. (h) If (A) the Company shall declare a dividend (or any other distribution) on the equivalent amount Common Stock; (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock; (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights; (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property; (E) outstanding the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company; then, in each case, the Company shall cause to be mailed to the Holders at their last addresses as they shall appear upon the opening stock books of business the Company, at least twenty calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the first Business Day after purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the Adjustment Datedate as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided, that the -------- failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. Holders are entitled to exercise the Warrant during the twenty- day period commencing the date of such notice to the effective date of the event triggering such notice.

Adjustment Provisions. (a) If the Company shall, during the term hereof, (i) declare a dividend and make a distribution on the Common Stock payable in shares of Common Stock, (ii) subdivide or combine its outstanding shares of Common Stock, (iii) change the number of shares of Common Stock issuable upon exercise of evidence by this Warrant Agreement by reclassification, exchange or substitution, or (iv) reorganize the capital structure of the Company by merger, reorganization, consolidation or sale of assets, then this Warrant shall, after the happening occurrence of any such event, evidence the right this Agreement shall apply to purchase the number of shares of Common Stock or other securities that would into which the Shares subject to each provision herein shall have been received converted, substituted, combined, subdivided, reorganized, reclassified or exchanged as a result of that change with respect to the shares of Common Stock as if such shares had been purchased under this Warrant immediately before occurrence of such event. Such adjustment shall be made successively whenever any event listed above shall occur. Any adjustment under this subparagraph (a) shall become effective at the close of business on the date any such event occurs (the "Adjustment Date")) and the Repurchase Price shall be adjusted proportionately. (b) If, during the term of this WarrantAgreement, the number of shares of Common Stock of the Company is adjusted pursuant to subparagraph (a) above, then the Exercise Repurchase Price per share to be in effect after such Adjustment Date shall be determined by multiplying the Exercise Repurchase Price per share in effect immediately prior to such Adjustment Date by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding at the closing of business on the Business Day immediately preceding such Adjustment Date and the denominator of which shall be the number of shares of Common Stock (or the equivalent amount of other securities) outstanding at the opening of business on the first Business Day after the Adjustment Date.

Adjustment Provisions. In case the Company shall declare any ---------------------- dividend upon outstanding Stock payable in cash or in shares of Stock (or fractions thereof), or in case the Company shall make any other distribution upon outstanding Stock, then and in each such case the holder of this Option, upon any exercise of all or any part hereof thereafter, will be entitled to receive the number of shares of Stock as to which the right of purchase is being exercised BUT WILL NOT RECEIVE the securities, cash or other property which the holder of this Option would have received by way of such dividends or distributions if such holder (a) had continuously since the date hereof been the record holder of the Stock as to which the right of purchase is then being exercised, and (b) had retained all securities which they would have received as dividends and/or other distributions of such Stock. If the Company shall, during by subdivision, combination or reclassification of shares or otherwise, change the term hereof, (i) declare a dividend and make a distribution on the Common Stock payable in shares of Common Stock, (ii) subdivide or combine its outstanding shares of Common Stockits Stock into a different number or class of shares, (iii) change the number and class of shares of Common Stock issuable upon exercise of this Warrant by reclassification, exchange Option and the Purchase Price payable upon such exercise shall be adjusted. In case of any reorganization or substitution, or (iv) reorganize the capital structure merger of the Company by merger, reorganization, consolidation or sale of assetsinto any other corporation, then each share of stock issuable upon exercise of this Warrant shall, after Option shall be replaced for the happening of any such event, evidence purposes hereof by the right to purchase the number of shares of Common Stock stock or other securities that would have been received as a result or property issuable in respect of that change with respect to each share of Stock of the shares of Common Stock as if Company upon such shares had been purchased under this Warrant immediately before occurrence of such eventreorganization or merger. Such adjustment shall be made successively whenever In case at any event listed above shall occur. Any adjustment under this subparagraph time: (a) the Company shall become effective at offer for subscription pro rata or otherwise to the close holders of business on the date Stock any such event occurs (the "Adjustment Date").additional shares of stock of any class or other rights; (b) If, during there shall be any capital reorganization or reclassification of the term of this Warrant, the number of shares of Common Stock of the Company, or reorganization or merger of the Company is adjusted pursuant to subparagraph with, or transfer of all or substantially all of its assets to, another corporation; or (ac) above, then the Exercise Price per share to be in effect after such Adjustment Date there shall be determined by multiplying a voluntary or involuntary dissolution, liquidation or winding up of the Exercise Price per share Company; then, in effect immediately any one or more of said cases, the Company shall give written notice to the holder of this Option of the date (i) on which the books of the Company shall close, or of record fixed, for determining the shareholders entitled to such distribution of shares, or (ii) on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding up shall take place, as the case may be. Such notice shall also specify the date as of which the holders of Stock of record shall participate in such distribution of shares, or shall be entitled to exchange their Stock for securities or other property deliverable upon such reorganization, reclassification, merger, transfer, dissolution, liquidation or winding up, as the case may be. Such written notice shall be given at least twenty (20) days prior to such Adjustment Date by a fraction, the numerator of which shall be action in question and not less than twenty (20) days prior to the number of shares of Common Stock outstanding at the closing of business on the Business Day immediately preceding such Adjustment Date and the denominator of which shall be the number of shares of Common Stock (record date or the equivalent amount of other securities) outstanding at date on which the opening of business on the first Business Day after the Adjustment DateCompany's transfer books are closed in respect thereto.

Adjustment Provisions. This Warrant is subject to the following further --------------------- provisions: (a) If the Company shall, during shall at any time while the term hereof, (i) declare a Warrant remains outstanding issue Common Stock by way of dividend and make a or other distribution on any stock of the Common Stock payable in shares Company or effect a stock split or reverse stock split of Common Stock, (ii) subdivide or combine its the outstanding shares of Common Stock, the Purchase Price shall be proportionately decreased in the case of such issuance (iii) change on the number of shares of Common Stock issuable upon exercise of this Warrant by reclassification, exchange or substitution, or (iv) reorganize day following the capital structure of the Company by merger, reorganization, consolidation or sale of assets, then this Warrant shall, after the happening of any date fixed for determining shareholders entitled to receive such event, evidence the right to purchase the number of shares of Common Stock dividend or other securities that would have been received as a result of that change with respect to distribution) or such stock split or increased in the shares of Common Stock as if such shares had been purchased under this Warrant immediately before occurrence case of such event. Such adjustment shall be made successively whenever any event listed above shall occur. Any adjustment under this subparagraph reverse stock split (a) shall become effective at the close of business on the date any that such event occurs (the "Adjustment Date"stock split or reverse stock split shall become effective). (b) If, during the term of this Warrant, the number of shares of Common Stock of the Company is adjusted pursuant to subparagraph (a) above, then the Exercise Price per share to be in effect after such Adjustment Date shall be determined by multiplying the Exercise Purchase Price per share in effect immediately prior to such Adjustment Date the stock dividend, stock split or reverse stock split by a fraction, the numerator of which shall be is the number of shares of Common Stock outstanding at immediately prior to such stock dividend, stock split or reverse stock split, and the closing denominator of business which is the number of shares of Common Stock outstanding immediately after such stock dividend, stock split or reverse stock split. (b) In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the Company (other than a change in par value or as a result of an issuance of Common Stock by way of dividend or other distribution or of a stock split or reverse stock split), or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the Company issuable upon exercise of this Warrant) or in case of any sale or conveyance to another corporation or other change of outstanding shares of Common Stock of the Company issuable upon exercise of the Warrant) or in case of any sale or conveyance to another corporation of the property of the Company as a entirety or substantially as an entirety, the Company shall cause effective provision to be made so that the Holder shall have the right thereafter, by exercising this Warrant, to purchase the kind and amount of shares of stock and other securities and property receivable upon such reclassification, capital reorganization or other change, consolidation, merger, sale or conveyance that the Holder would have obtained had he or it exercised this Warrant immediately prior to such reclassification, capital reorganization or other change, consolidation, merger, sale or conveyance. Any such provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The foregoing provisions of this Section shall similarly apply to successive consolidations, merger, sales and conveyances. (c) If the Company shall declare or pay a dividend or other distribution on any Common Stock, by way of distribution of assets or spin-off (but other than a dividend payable solely in shares of Common Stock or a periodic cash dividend payable out of the Business Day Company's net income), then the Purchase Price will be reduced to a price determined by multiplying such Purchase Price by a fraction, (x) the numerator which shall be the fair market value of a share of Common Stock immediately preceding prior to declaration of such Adjustment Date dividend or distribution (the "initial value") less the fair market value of such dividend or distribution applicable to a share of Common Stock, in each case as determined in good faith by the Board of Directors of the Company and (y) the denominator of which shall be the aforesaid initial value. (d) Upon any adjustment of Purchase Price pursuant to this Section, the Holder shall thereafter (until another such adjustment) be entitled to purchase upon the exercise of the Warrant with respect to which such adjustment occurred, at the new Purchase Price thereof, the number of shares, calculated to the nearest full share, obtained by multiplying the number of shares of Common Stock (or stock initially issuable upon exercise of such Warrant by the equivalent amount of other securities) outstanding at the opening of business Purchase Price thereof in effect on the first Business Day after date hereof and dividing the Adjustment Dateproduct so obtained by the new Purchase Price thereof.

Adjustment Provisions. The Exercise Price in effect at any time and the number and kind of securities purchasable upon the exercise of the Warrant shall be subject to adjustment from time to time upon the happening of certain events as follows: (a) If In case the Company shall, during the term hereof, shall (i) declare a dividend and or make a distribution on the its outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide or combine reclassify its outstanding shares of Common Stock, Stock into a greater number of shares or (iii) change combine or reclassify its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effect at the time of the record date for such dividend or distribution or of the effective date of such subdivision, combination or reclassification shall be adjusted so that the Exercise Price equals the price determined by multiplying the Exercise Price by a fraction, the denominator of which shall be the number of shares of Common Stock issuable upon exercise outstanding after giving effect to such action, and the numerator of this Warrant by reclassification, exchange or substitution, or (iv) reorganize the capital structure of the Company by merger, reorganization, consolidation or sale of assets, then this Warrant shall, after the happening of any such event, evidence the right to purchase which shall be the number of shares of Common Stock or other securities that would have been received as a result of that change with respect outstanding immediately prior to the shares of Common Stock as if such shares had been purchased under this Warrant immediately before occurrence of such eventaction. Such adjustment shall be made successively whenever any event listed above shall occur. Any adjustment under this subparagraph (a) shall become effective at the close of business on the date any such event occurs (the "Adjustment Date"). (b) If, during Whenever the term Exercise Price payable upon exercise of this Warranteach Warrant is adjusted pursuant to Subsection 6(a) 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 Exercise Price in effect on the date hereof and dividing the product so obtained by the Exercise Price, as adjusted. (c) No adjustment in the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least 5% in such price; provided, however, that any adjustments which by reason of this Subsection 6(c) are not required to be made shall be carried forward and taken into account in any subsequent adjustment required to be made hereunder. All calculations under this Section 6 shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. Anything in this Section 6 to the contrary notwithstanding, the Company shall be entitled, but shall not be required, to make such changes in the Exercise Price, in addition to those required by this Section 6, as it shall determine, in its sole discretion, to be advisable in order that any dividend or distribution in shares of Common Stock, or any subdivision, reclassification or combination of Common Stock, hereafter made by the Company shall not result in any Federal Income tax liability to the holders of Common Stock or securities convertible into Common Stock (including Warrants). (d) Whenever the Exercise Price is adjusted, as herein provided, the Company shall promptly but no later than 10 days after any request for such an adjustment by the Holder, cause a notice setting forth the adjusted Exercise Price and adjusted number of Shares issuable upon exercise of each Warrant, and, if requested, information describing the transactions giving rise to such adjustments, to be mailed to the Holders at their last addresses appearing in the Warrant Register, and shall cause a certified copy thereof to be mailed to its transfer agent, if any. The Company may retain a firm of independent certified public accountants selected by the Board of Directors (who may be the regular accountants employed by the Company) to make any computation required by this Section 6, and a certificate signed by such firm shall be conclusive evidence of the Company is adjusted correctness of such adjustment. (e) In the event that at any time, as a result of an adjustment made pursuant to subparagraph (aSubsection 6(a) above, then the Exercise Price per share Holder of this Warrant thereafter shall become entitled to be in effect after such Adjustment Date shall be determined by multiplying receive any shares of the Exercise Price per share in effect immediately prior to such Adjustment Date by a fractionCompany, the numerator of which shall be other than Common Stock, thereafter the number of such other shares so receivable upon exercise of this Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock outstanding at the closing of business on the Business Day immediately preceding such Adjustment Date and the denominator of which shall be the number of shares of Common Stock (or the equivalent amount of other securitiescontained in Subsection 6(a) outstanding at the opening of business on the first Business Day after the Adjustment Datethrough Subsection 6(d), inclusive above.

Adjustment Provisions. This Warrant is subject to the following ---------------------- further provisions: (a) If the Company shall, during shall at any time while the term hereof, (i) declare a Warrant remains outstanding issue Common Stock by way of dividend and make a or other distribution on any stock of the Common Stock payable in shares Company or effect a stock split or reverse stock split of Common Stock, (ii) subdivide or combine its the outstanding shares of Common Stock, the Purchase Price shall be proportionately decreased in the case of such issuance (iii) change on the number of shares of Common Stock issuable upon exercise of this Warrant by reclassification, exchange or substitution, or (iv) reorganize day following the capital structure of the Company by merger, reorganization, consolidation or sale of assets, then this Warrant shall, after the happening of any date fixed for determining shareholders entitled to receive such event, evidence the right to purchase the number of shares of Common Stock dividend or other securities that would have been received as a result of that change with respect to distribution) or such stock split or increased in the shares of Common Stock as if such shares had been purchased under this Warrant immediately before occurrence case of such event. Such adjustment shall be made successively whenever any event listed above shall occur. Any adjustment under this subparagraph reverse stock split (a) shall become effective at the close of business on the date any that such event occurs (the "Adjustment Date"stock split or reverse stock split shall become effective). (b) If, during the term of this Warrant, the number of shares of Common Stock of the Company is adjusted pursuant to subparagraph (a) above, then the Exercise Price per share to be in effect after such Adjustment Date shall be determined by multiplying the Exercise Purchase Price per share in effect immediately prior to such Adjustment Date the stock dividend, stock split or reverse stock split by a fraction, the numerator of which shall be is the number of shares of Common Stock outstanding at immediately prior to such stock dividend, stock split or reverse stock split, and the closing denominator of business which is the number of shares of Common Stock outstanding immediately after such stock dividend, stock split or reverse stock split. (b) In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the Company (other than a change in par value or as a result of an issuance of Common Stock by way of dividend or other distribution or of a stock split or reverse stock split), or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the Company issuable upon exercise of this Warrant) or in case of any sale or conveyance to another corporation or other change of outstanding shares of Common Stock of the Company issuable upon exercise of the Warrant) or in case of any sale or conveyance to another corporation of the property of the Company as a entirety or substantially as an entirety, the Company shall cause effective provision to be made so that the Holder shall have the right thereafter, by exercising this Warrant, to purchase the kind and amount of shares of stock and other securities and property receivable upon such reclassification, capital reorganization or other change, consolidation, merger, sale or conveyance that the Holder would have obtained had he or it exercised this Warrant immediately prior to such reclassification, capital reorganization or other change, consolidation, merger, sale or conveyance. Any such provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The foregoing provisions of this Section shall similarly apply to successive consolidations, merger, sales and conveyances. (c) If the Company shall declare or pay a dividend or other distribution on any Common Stock, by way of distribution of assets or spin-off (but other than a dividend payable solely in shares of Common Stock or a periodic cash dividend payable out of the Business Day Company's net income), then the Purchase Price will be reduced to a price determined by multiplying such Purchase Price by a fraction, (x) the numerator which shall be the fair market value of a share of Common Stock immediately preceding prior to declaration of such Adjustment Date dividend or distribution (the "initial value") less the fair market value of such dividend or distribution applicable to a share of Common Stock, in each case as determined in good faith by the Board of Directors of the Company and (y) the denominator of which shall be the aforesaid initial value. (d) Upon any adjustment of Purchase Price pursuant to this Section, the Holder shall thereafter (until another such adjustment) be entitled to purchase upon the exercise of the Warrant with respect to which such adjustment occurred, at the new Purchase Price thereof, the number of shares, calculated to the nearest full share, obtained by multiplying the number of shares of Common Stock (or stock initially issuable upon exercise of such Warrant by the equivalent amount of other securities) outstanding at the opening of business Purchase Price thereof in effect on the first Business Day after date hereof and dividing the Adjustment Dateproduct so obtained by the new Purchase Price thereof.

Adjustment Provisions. The Exercise Price in effect at any time and the number and kind of securities purchasable upon the exercise of the Warrants shall be subject to adjustment from time to time upon the happening of certain events as follows: (a1) If In case the Company shall, during the term hereof, shall (i) declare a dividend and or make a distribution on the its outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide or combine reclassify its outstanding shares of Common StockStock into a greater number of shares, or (iii) change combine or reclassify its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effect at the time of the record date for such dividend or distribution or of the effective date of such subdivision, combination or reclassification shall be adjusted so that it shall equal the price determined by multiplying the Exercise Price by a fraction, the denominator of which shall be the number of shares of Common Stock issuable upon exercise outstanding after giving effect to such action, and the numerator of this Warrant by reclassification, exchange or substitution, or (iv) reorganize the capital structure of the Company by merger, reorganization, consolidation or sale of assets, then this Warrant shall, after the happening of any such event, evidence the right to purchase which shall be the number of shares of Common Stock or other securities that would have been received as a result of that change with respect outstanding immediately prior to the shares of Common Stock as if such shares had been purchased under this Warrant immediately before occurrence of such eventaction. Such adjustment shall be made successively whenever any event listed above shall occur. Any adjustment under . (2) Whenever the Exercise Price payable upon exercise of each Warrant is adjusted pursuant to Subsection (1) above, the number of Shares purchasable upon exercise of this subparagraph (a) Warrant shall become effective at simultaneously be adjusted by multiplying the close number of business Shares initially issuable upon exercise of this Warrant by the Exercise Price in effect on the date hereof and dividing the product so obtained by the Exercise Price, as adjusted. (3) No adjustment in the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least ten cents ($0.10) in such price; provided, however, that any adjustments which by reason of this Subsection (3) are not required to be made shall be carried forward and taken into account in any subsequent adjustment required to be made hereunder. All calculations under this Section (f) shall be made to the nearest cent or to the nearest one- hundredth of a share, as the case may be. Anything in this Section (f) to the contrary notwithstanding, the Company shall be entitled, but shall not be required, to make such event occurs changes in the Exercise Price, in addition to those required by this Section (f), as it shall determine, in its sole discretion, to be advisable in order that any dividend or distribution in shares of Common Stock, or any subdivision, reclassification or combination of Common Stock, hereafter made by the "Adjustment Date"Company shall not result in any Federal Income tax liability to the holders of Common Stock or securities convertible into Common Stock (including Warrants). (b4) IfWhenever the Exercise Price is adjusted, during as herein provided, the term Company may retain a firm of independent certified public accountants selected by the Board of Directors (who may be the regular accountants employed by the Company) to make any computation required by this Section (f), and a certificate signed by such firm shall be conclusive evidence of the correctness of such adjustment. (5) In the event that at any time, as a result of an adjustment made pursuant to Subsection (1) above, the Holder of this Warrant thereafter shall become entitled to receive any shares of the Company, other than Common Stock, thereafter the number of such other shares so receivable upon exercise of this Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock contained in Subsection (1) above. (6) Irrespective of any adjustments in the Exercise Price or the number or kind of shares purchasable upon exercise of this Warrant, Warrants theretofore or thereafter issued may continue to express the same price and number and kind of shares of Common Stock of as are stated in the Company is adjusted similar Warrants initially issuable pursuant to subparagraph (a) above, then the Exercise Price per share to be in effect after such Adjustment Date shall be determined by multiplying the Exercise Price per share in effect immediately prior to such Adjustment Date by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding at the closing of business on the Business Day immediately preceding such Adjustment Date and the denominator of which shall be the number of shares of Common Stock (or the equivalent amount of other securities) outstanding at the opening of business on the first Business Day after the Adjustment Datethis Warrant.

Adjustment Provisions. (a) If the Company completes the Contemplated Reorganization, the shares subject to this Warrant will be 50,000 shares in the Surviving Corporation and the Exercise Price will be $3.00 per share. If the Company shall, during the term hereof, (i) declare a dividend and make a distribution on the Common Stock payable in shares of Common Stock, (ii) subdivide or combine its outstanding shares of Common Stock, (iii) change the number of shares of Common Stock issuable upon exercise of this Warrant by reclassification, exchange or substitution, or (iv) reorganize the capital structure of the Company by merger, reorganization, consolidation or sale of assets, then this Warrant shall, after the happening of any such event, evidence the right to purchase the number of shares of Common Stock or other securities that would have been received as a result of that change with respect to the shares of Common Stock as if such shares had been purchased under this Warrant immediately before occurrence of such event. Such adjustment shall be made successively whenever any event listed above shall occur. Any adjustment under this subparagraph (a) shall become effective at the close of business on the date any such event occurs (the "Adjustment Date")) and the exercise price shall be adjusted proportionately. (b) If, during the term of this Warrant, the number of shares of Common Stock of the Company is adjusted pursuant to subparagraph (a) above, then the Exercise Price per share to be in effect after such Adjustment Date shall be determined by multiplying the Exercise Price per share in effect immediately prior to such Adjustment Date by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding at the closing of business on the Business Day immediately preceding such Adjustment Date and the denominator of which shall be the number of shares of Common Stock (or the equivalent amount of other securities) outstanding at the opening of business on the first Business Day after the Adjustment Date.