Common use of Adjustment Rules Clause in Contracts

Adjustment Rules. (a) Any adjustments pursuant to this Article IV shall be made successively whenever an event referred to herein shall occur. (b) If the Company shall set a record date to determine the holders of shares of Common Stock for purposes of a Common Stock Reorganization, Common Stock Distribution, Dividend or Capital Reorganization, and shall legally abandon such action prior to effecting such Action, then no adjustment shall be made pursuant to this Article IV in respect of such action. (c) No adjustment in the amount of shares purchasable upon exercise of this Warrant or in the Exercise Price shall be made hereunder unless such adjustment increases or decreases such amount or price by five percent or more, but any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall serve to adjust such amount or price by one percent or more. (d) No adjustment in the Exercise Price shall be made hereunder if such adjustment would reduce the Exercise Price to an amount below par value of the Common Stock, which par value shall initially be $.01 per share of Common Stock. (e) No adjustment shall be made pursuant to this Article IV in respect of the issuance (or deemed issuance) or repurchase of shares of Common Stock in connection with the exercise of the Warrants. (f) No adjustment shall be made pursuant to this Article IV in the event of an initial public offering. (g) No adjustment shall be made pursuant to this Article IV with respect to the exercise of securities issued under employee benefit plans. (h) If the number of shares of Common Stock purchasable upon exercise of the Warrants is adjusted such that such number includes a fraction, the Company shall not be required to issue fractional shares.

Adjustment Rules. (a) Any adjustments pursuant to this Article IV shall be made successively whenever an event referred to herein occurs, except that, notwithstanding any other provision of this Article IV, no adjustment shall occur. (b) If be made to the Company shall set a record date to determine the holders number of shares of Common Stock for purposes to be delivered to the Holder (or to the Exercise Price) if such adjustment represents less than 1% of a Common Stock Reorganization, Common Stock Distribution, Dividend or Capital Reorganization, and shall legally abandon such action prior to effecting such Action, then no adjustment shall be made pursuant to this Article IV in respect of such action. (c) No adjustment in the amount number of shares purchasable upon exercise of this Warrant or in the Exercise Price shall previously required to be made hereunder unless such adjustment increases or decreases such amount or price by five percent or moreso delivered, but any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall serve amount to adjust 1% or more of the number of shares to be so delivered. No adjustment shall be made pursuant to this Article IV: (a) in respect of the issuance from time to time of shares of Common Stock upon the exercise of any Warrants (b) with respect to issuance of shares of Common Stock pursuant to any Public Offering, (c) upon exercise of any of the Options outstanding on the Date of Issuance or with respect to issuance of any additional options to purchase Common Stock to officers, employees and independent directors of the Company (“Additional Options”) (or issuance of Common Stock upon exercise of any such amount or price by one percent or more. Additional Options), (d) No adjustment with respect to other rights granted to a Person which is not an Affiliate (as defined in the Exercise Price shall be made hereunder if such adjustment would reduce Loan Agreement) as consideration for the Exercise Price issuance of loans or extensions of credit to an amount below par value the Company as long as the board of directors of the Common StockCompany has determined in good faith that the total consideration received from such Person is fair value for the loans or extensions of credit received by the Company, which par value provided that the Loan Agreement shall initially be $.01 per share of Common Stock. have been terminated and all obligations thereunder paid in full, or (e) No with respect to any issuance of shares of Common Stock or Options of the Company in a Third Party Transaction (or issuance of Common Stock upon exercise of such Options). If the Company takes a record of the holders of its Common Stock for any purpose referred to in this Article IV, then (i) such record date shall be deemed to be the date of the issuance, sale, distribution or grant in question and (ii) if the Company shall legally abandon such action prior to effecting such action, no adjustment shall be made pursuant to this Article IV in respect of the issuance (or deemed issuance) or repurchase of shares of Common Stock in connection with the exercise of the Warrantssuch action. (f) No adjustment shall be made pursuant to this Article IV in the event of an initial public offering. (g) No adjustment shall be made pursuant to this Article IV with respect to the exercise of securities issued under employee benefit plans. (h) If the number of shares of Common Stock purchasable upon exercise of the Warrants is adjusted such that such number includes a fraction, the Company shall not be required to issue fractional shares.

Adjustment Rules. (a) Any adjustments pursuant to this Article IV shall be made successively whenever an event referred to herein occurs, except that, notwithstanding any other provision of this Article IV, no adjustment shall occur. (b) If be made to the Company shall set a record date to determine the holders number of shares of Common Stock for purposes to be delivered to each Warrantholder (or to the Exercise Price) if such adjustment represents less than 1% of a Common Stock Reorganization, Common Stock Distribution, Dividend or Capital Reorganization, and shall legally abandon such action prior to effecting such Action, then no adjustment shall be made pursuant to this Article IV in respect of such action. (c) No adjustment in the amount number of shares purchasable upon exercise of this Warrant or in the Exercise Price shall previously required to be made hereunder unless such adjustment increases or decreases such amount or price by five percent or moreso delivered, but any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall serve amount to adjust 1% or more of the number of shares to be so delivered. No adjustment shall be made pursuant to this Article IV: (a) in respect of the issuance from time to time of shares of Common Stock upon the exercise of any Warrants (b) with respect to issuance of shares of Common Stock pursuant to any Public Offering, (c) upon exercise of any of the Options outstanding on the Date of Issuance or with respect to issuance of any additional options to purchase Common Stock to officers, employees and independent directors of the Company ("ADDITIONAL OPTIONS") (or issuance of Common Stock upon exercise of any such amount or price by one percent or more. Additional Options), (d) No adjustment with respect to other rights granted to a Person which is not an Affiliate (as defined in the Exercise Price shall be made hereunder if such adjustment would reduce Loan Agreement) as consideration for the Exercise Price issuance of loans or extensions of credit to an amount below par value the Company as long as the board of directors of the Common StockCompany has determined in good faith that the total consideration received from such Person is fair value for the loans or extensions of credit received by the Company, which par value provided that the Loan Agreement shall initially be $.01 per share of Common Stock. have been terminated and all obligations thereunder paid in full, or (e) No with respect to any issuance of shares of Common Stock or Options of the Company in a Third Party Transaction (or issuance of Common Stock upon exercise of such Options). If the Company takes a record of the holders of its Common Stock for any purpose referred to in this Article IV, then (i) such record date shall be deemed to be the date of the issuance, sale, distribution or grant in question and (ii) if the Company shall legally abandon such action prior to effecting such action, no adjustment shall be made pursuant to this Article IV in respect of the issuance (or deemed issuance) or repurchase of shares of Common Stock in connection with the exercise of the Warrantssuch action. (f) No adjustment shall be made pursuant to this Article IV in the event of an initial public offering. (g) No adjustment shall be made pursuant to this Article IV with respect to the exercise of securities issued under employee benefit plans. (h) If the number of shares of Common Stock purchasable upon exercise of the Warrants is adjusted such that such number includes a fraction, the Company shall not be required to issue fractional shares.

Adjustment Rules. (ai) Any adjustments pursuant to this Article IV Section 13 shall be made successively whenever an event referred to herein shall occur. (b) . If the Company shall set a record date to determine the holders of shares of Common Stock for purposes of a Common Stock Reorganization, Common Stock Distribution, Dividend or Capital Reorganization, and shall legally abandon such action prior to effecting such Action, then no adjustment shall be made pursuant to this Article IV in respect of such action. (c) No an adjustment in the amount of shares purchasable upon exercise of this Warrant or in the Exercise Price shall be made hereunder unless such adjustment increases or decreases such amount or price by five percent or more, but any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall serve to adjust such amount or price by one percent or more. (d) No adjustment in the Exercise Price shall be made hereunder if such adjustment would reduce the Exercise Price to an amount below par value of the Common Stock, which then such adjustment in Exercise Price made hereunder shall reduce the Exercise Price to the par value shall initially be $.01 per share of the Common Stock. (eii) No Except as otherwise provided in this Section 13, the Exercise Price and the number of Shares will not be adjusted as a result of the issuance of, the distribution of separate certificates representing, the exercise or redemption of, or the termination or invalidation of, rights pursuant to any stockholder rights plans. (iii) Notwithstanding anything in this Warrant to the contrary, no adjustment to the Exercise Price or the number of Shares shall be made pursuant to this Article IV Section 13 for a transaction (other than for share splits or share combinations pursuant to Section 13(A)): (1) if the Corporation makes provision for the Warrantholder to participate in respect of the issuance (or deemed issuance) or repurchase of shares transaction, at the same time and upon the same terms as holders of Common Stock participate in connection with such transaction, without exercising this Warrant, as if the exercise of the Warrants. (f) No adjustment shall be made pursuant to this Article IV in the event of an initial public offering. (g) No adjustment shall be made pursuant to this Article IV with respect to the exercise of securities issued under employee benefit plans. (h) If the Warrantholder held a number of shares of Common Stock purchasable equal to the number of Shares (without giving effect to any adjustment pursuant to Section 13 on account of such transaction); (2) upon exercise the issuance of any shares of Common Stock or options or rights to purchase such shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Corporation or any of its Subsidiaries or of any employee agreements or arrangements or programs; (3) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right, or exercisable, exchangeable or convertible security outstanding on April [●], 2020 (including the Series A Convertible Preferred Stock and the Warrants) or which has otherwise already given rise to an adjustment hereunder at the time such option, warrant, right, or exercisable, exchangeable or convertible security was issued; or (4) for a change in the par value of the Warrants is adjusted such that such number includes a fraction, the Company shall not be required to issue fractional sharesCommon Stock.

Adjustment Rules. (a) Any adjustments pursuant to this Article IV Section 4 shall be made successively whenever an event referred to herein shall occur. (b) If , except that, notwithstanding any other provision of this Section 4, no adjustment shall be made to the Company shall set a record date to determine the holders number of shares of Common Stock for purposes of a Common Stock Reorganization, Common Stock Distribution, Dividend or Capital Reorganization, and shall legally abandon such action prior to effecting such Action, then no adjustment shall be made pursuant to this Article IV in respect of such action. (c) No adjustment in the amount of shares purchasable upon exercise of this Warrant or in the Exercise Price shall be made hereunder unless if such adjustment increases or decreases such amount or price by five percent or morerepresents less than 1% of the number of shares previously required to be so delivered, but any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall serve amount to adjust such amount 1% or price by one percent or moremore of the number of shares to be so delivered. (db) No adjustment in Notwithstanding any other provision of this Agreement, the Exercise Price shall be made hereunder if such adjustment would reduce the Exercise Price to an actual amount below par value of the Common Stock, which par value shall initially be $.01 per share of Common Stock. (e) No adjustment shall be made pursuant to this Article IV in respect of the issuance (or deemed issuance) or repurchase of shares of Common Stock payable by a Holder in connection with the exercise of a Warrant hereunder shall not be less than the Warrants. (f) No adjustment shall be made par value per share of the Common Stock, unless and until the Exercise Price, as adjusted pursuant to this Article IV in Section 4, has been reduced to an amount less than 1% of the event par value per share of the Common Stock. Before taking any action which would cause an initial public offering. (g) No adjustment shall be made pursuant to this Article IV with respect to Section 4 which would reduce the exercise of securities issued under employee benefit plans. (h) If the number of shares of Common Stock purchasable upon exercise Exercise Price below 1% of the Warrants is adjusted such that such number includes a fractionpar value per share, the Company Corporation shall use reasonable best efforts to take any corporate action which may be necessary in order that the Corporation may validly and legally issue fully paid and nonassessable Warrant Shares at the Exercise Price as so adjusted; provided, that if corporate action is not taken which enables the Corporation to so validly and legally issue fully paid and nonassessable Warrant Shares at the Exercise Price as so adjusted, the Exercise Price shall be the lowest price required under Applicable Law to enable the Corporation to so validly and legally issue fractional sharesfully paid and nonassessable Warrant Shares (i.e. the par value per share of the Common Stock).

Adjustment Rules. (a) Any adjustments pursuant to this Article IV shall be made successively whenever an event referred to herein shall occur. (b) If the Company shall set a record date to determine the holders of shares of Common Stock for purposes of a Common Stock Reorganization, Common Stock Distribution, Dividend or Capital Reorganization, and shall legally abandon such action prior to effecting such Actionaction, then no adjustment shall be made pursuant to this Article IV in respect of such action. (c) No adjustment in the amount of shares purchasable upon exercise of this Warrant or in the Exercise Price shall be made hereunder pursuant to this Article IV unless such adjustment increases or decreases such amount or price by five one percent or more, but any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall serve to adjust such amount or price by one percent or more. (d) No adjustment in the Exercise Price shall be made hereunder if such adjustment would reduce the Exercise Price exercise price to an amount below par value of the Common Stock, which par value shall initially be $.01 0.01 per share of Common Stock. (e) No Notwithstanding anything in this Agreement to the contrary, no adjustment shall be made pursuant to this Article IV or otherwise (including without limitation in the amount of shares purchasable upon exercise of this Warrant or in the Exercise Price) in respect of or as a result of (i) the issuance (or deemed issuance) or repurchase of shares of Common Stock in connection with the exercise of the Warrants. Warrants or (fii) No adjustment shall be made pursuant to this Article IV in the event of an initial public offering. issuance (g) No adjustment shall be made pursuant to this Article IV with respect to the exercise of securities issued under employee benefit plans. (h) If the number or deemed issuance), sale, grant or distribution of shares of Common Stock purchasable upon exercise Stock, Options or Convertible Securities in an underwritten public offering, or a Rule 144A offering, managed by a nationally or regionally recognized investment banking firm, (iii) the issuance (or deemed issuance), sale, grant, distribution or repurchase of shares of Common Stock, Options or Convertible Securities, or any other transaction, if any such issuance, sale, grant, distribution, repurchase or other transaction is between the Company and any person or entity not an Affiliate of the Warrants Company or is adjusted part of or made pursuant to a transaction between the Company and any person or entity not an Affiliate of the Company (including without limitation any issuance (or deemed issuance), sale, grant, distribution or repurchase of shares of Common Stock, Options, or Convertible Securities as part of or pursuant to a merger between the Company and an entity not an Affiliate of the Company or the purchase of substantially all assets by the Company of an entity not an Affiliate of the Company), (iv) the issuance (or deemed issuance), sale, grant, distribution or repurchase of shares of Common Stock, Options or Convertible Securities to or from an Affiliate of the Company, or any other transaction with an Affiliate of the Company, if any such that issuance, sale, distribution, repurchase or other transaction is approved by the majority of directors not affiliated with such number includes Affiliate, or (v) the issuance (or deemed issuance), sale, grant, distribution or repurchase of shares of Common Stock, Options or Convertible Securities to or from an employee of the Company, or any other transaction with an employee of the Company, (including without limitation the granting of stock options, restricted stock or other stock-based compensation to an employee of the Company), if any such issuance, sale, distribution, repurchase or other transaction is approved by the majority of non-employee directors of the Company, or by the majority of non-employee directors on a fractioncommittee of directors consisting of at least two non-employee directors of the Company. The issuance of Common Stock to KLT Telecom Inc. upon conversion of preferred stock owned by KLT Telecom Inc. pursuant to the Stock Purchase Agreement dated December 31, 1996 by and between the Company and KLT Telecom Inc. is included within category (iii) in the previous sentence, and following the Formation Merger, in which such preferred stock held by KLT Telecom is exchanged for preferred stock of the Holding Company with the same rights of conversion, the issuance of common stock of the Holding Company upon conversion of such preferred stock of the Holding Company is included within category (iii) in the previous sentence. Notwithstanding the first sentence of this Section 4.6(e), this Section 4.6(e) shall not be required operate to issue fractional sharesprevent an adjustment pursuant to the other provisions of this Article IV for (i) Common Stock Reorganizations, dividends of Common Stock, Options or Convertible Securities, or Capital Reorganizations, affecting all holders of Common Stock similarly situated or (ii) the issuance (or deemed issuance), sale, grant, distribution or repurchase of shares of Common Stock, Options or Convertible Securities to or from an Affiliate of the Company, or any other transaction with an Affiliate of the Company, if such issuance, sale, distribution, repurchase or other transaction is voted for by the directors affiliated with another Affiliate of the Company with the agreement or understanding that the directors affiliated with such Affiliate shall in exchange vote in favor of the issuance (or deemed issuance), sale, grant, distribution or repurchase of shares of Common Stock, Options or Convertible Securities to or from such other Affiliate, or any other transaction with such other Affiliate.

Adjustment Rules. The conversion rights at any date attaching to the Debentures shall be subject to the adjustment from time to time as follows: (a1) Any adjustments If and whenever at any time prior to the Expiry Time, the Corporation shall (i) subdivide its then outstanding Shares into a greater number of Shares (ii) consolidate its then outstanding Shares into a lesser number of Shares, or (iii) issue Shares or securities exchangeable for or convertible into Shares to all or substantially all of the holders of its then outstanding Shares by way of stock dividend or other distribution, other than an issue of Shares or securities exchangeable for or convertible into Shares to the holders of Shares who exercise an option to receive dividends in Shares in lieu of receiving dividends paid in the ordinary course, or (iv) distribute any securities or assets of any kind whatsoever to all or substantially all of the holders of Shares (other than cash dividends and equivalent dividends in stock and other than an issue of Shares to holders of Shares pursuant to this Article IV a right granted to such holders to receive such Shares in lieu of dividends paid in the ordinary course) (any of the events described in (i) through (iv) being herein called a "SHARE REORGANIZATION"), the Conversion Price shall be adjusted effective immediately after the effective date or the record date, as the case may be, on which the holders of shares are determined for the purpose of the Share Reorganization by multiplying the Conversion Price in effect on such record date by a fraction, of which the numerator shall be the number of Shares outstanding on such record date before giving effect to the Share Reorganization and the denominator of which shall be the number of Shares (including, in the case where securities exchangeable for or convertible into Shares are distributed, the number of Shares that would have been outstanding had all securities been exchanged or converted into Shares on such date) outstanding after the completion of such Share Reorganization (but before giving effect to the issue of any Shares issued after such record date otherwise than as part of such Share Reorganization). (2) If and whenever at any time prior to the Expiry Time the Corporation shall fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of its outstanding Shares entitling them to subscribe for or purchase Shares in the capital of the Corporation (or securities exchangeable for or convertible into such Shares) within a period of not more than 45 days after such record date (the "Rights Period") at a price per share (or having a conversion or exchange price per share) of less than 95% of the Current Market Price for a Share on such record date (a "Rights Offering") the Conversion Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Conversion Price in effect on such record date by a fraction, of which the numerator shall be the total number of Shares outstanding on such record date plus a number of Shares equal to the number arrived at by dividing the aggregate price of the total number of additional shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered) by such Current Market Price per Share and of which the denominator shall be the total number of Shares outstanding on such record date plus the total number of additional Shares offered for subscription or purchase (or into which the convertible or exchangeable securities so offered are convertible or exchangeable). Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such rights, options or warrants are not so issued or any such rights, options or warrants are not converted during the Rights Period, the Conversion Price shall be readjusted to the Conversion Price which would then be in effect if such record date had not been fixed or the Conversion Price which would then be in effect based upon the number of Shares (or securities convertible into Shares) actually issued upon the conversion of such rights, options or warrants, as the case may be. (3) If and whenever at any time prior to the Expiry Time the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Shares of (i) shares of any class other than Shares, or (ii) rights, options or warrants (excluding a Rights Offering and also excluding rights, options or warrants entitling the holders thereof within not more than 45 days of the date of their issuance to acquire Shares (or securities convertible into or exchangeable for Shares) at a price per Share (or having a conversion price per Share) equal to or greater than 95 percent of the Current Market Price of a Share on the record date for the issuance of such rights, options or warrants or (iii) evidences of its indebtedness or (iv) assets (including cash dividends except cash dividends paid in the ordinary course) (a "SPECIAL DISTRIBUTION") then, in each such case, the Conversion Price shall be adjusted immediately after such record date for the Special Distribution so that it shall equal the price determined by multiplying the Conversion Price in effect on such record date by a fraction of which the numerator shall be the total number of Shares outstanding on such record date multiplied by the Current Market Price per Share on such record date, less the fair market value (as determined by the auditors of the Corporation, which determination shall be conclusive) of such shares or evidences of indebtedness or assets so distributed, and of which the denominator shall be the total number of Shares outstanding on such record date multiplied by such ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Price per Share. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that such distribution is not so made, the Conversion Price shall be readjusted to the Conversion Price which would then be in effect if such record date had not been fixed or to the Conversion Price which would then be in effect based upon such shares or rights, options or warrants or evidences of indebtedness or assets actually distributed, as the case may be. (4) Upon any adjustment of the Conversion Price pursuant to Subsections 4.4(1), 4.4(2) or 4.4(3), the number of Shares receivable upon the conversion of each $1,000 in principal amount of Debentures shall contemporaneously be adjusted by multiplying the number of Shares theretofore receivable on the conversion thereof by a fraction of which the numerator shall be the Conversion Price in effect immediately prior to such adjustment and the denominator shall be the Conversion Price resulting from such adjustment. (5) If and whenever at any time prior to the Expiry Time there is a reclassification of the Shares or a capital reorganization of the Corporation other than as otherwise described in this Section 4.4 or a consolidation, amalgamation or merger of the Corporation with or into any other body corporate, trust, partnership or other entity or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust partnership or other entity, any Debentureholder who has not exercised his right of conversion prior to the effective date of such reclassification, reorganization, consolidation, amalgamation, merger, sale or conveyance, upon the exercise of such right of conversions thereafter, shall be entitled to receive and shall accept in lieu of the number of Shares to which such Debentureholder was theretofore entitled upon conversion, the number of shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such merger, amalgamation or consolidation or to which such sale or conveyance may be made, as the case may be, that such holder would have been entitled to receive on such reclassification, capital reorganization, consolidation, amalgamation, merger, sale or conveyance if, immediately prior to the record date or the effective date thereof, as the case may be, he had exercised his right of conversion. To give effect to or to evidence the provisions of this paragraph, the Corporation, its successor or such purchasing body corporate, trust, partnership or other entity, as the case may be, shall, prior to or contemporaneously with any such reclassification, reorganization, consolidation, amalgamation, merger, sale or conveyance, enter into an indenture which shall provide, to the extent possible, that the application of the provisions set forth in this Indenture shall thereafter correspondingly be made applicable as nearly as may reasonably be, with respect to any shares, other securities or property to which a Debentureholder is entitled on the conversion of his Debenture(s) thereafter. Any indenture entered into between the Corporation and the Trustee pursuant to the provisions of this Subsection 4.4(5) shall be a supplemental indenture entered into pursuant to the provisions of Articles IX hereof. Any indenture entered into between any successor to the Corporation or a purchasing body corporate, trust, partnership or other entity shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section 4.4 and which shall apply to successive reclassifications, capital reorganizations, amalgamation, consolidations, mergers, sales or conveyances. Notwithstanding any provision of this Indenture, in the event any reclassification, change, amalgamation, consolidation, merger or sale occurs on or prior to the date which is five years from the issue of the Debenture, a holder of Debentures who exercises the right to convert Debentures into Shares shall be entitled to receive only shares, other securities or property that constitute Prescribed Securities provided that the fair market value of such Prescribed Securities shall be equal to the fair market value of any Prescribed Securities and any other type of consideration that the holder would have been entitled to receive had such Debentures been converted into Shares immediately prior thereto and the Corporation shall not undertake, permit or enter into any such reclassification, change, amalgamation, consolidation, merger or sale on or before such date unless such Debentureholders are provided with the right to receive Prescribed Securities as aforesaid. (6) In any case in which this Section 4.4 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein and where the application of such adjustment would result in a decrease in the Conversion Price immediately after such record date, the Corporation may defer, until the occurrence of such event, issuing to the holder of any Debenture exercising his conversion rights after such record date and before the occurrence of such event the additional Shares issuable upon such conversion by reason of the adjustment required by such event before giving effect to such adjustment; provided, however, that the Corporation shall occurdeliver to such holder an appropriate instrument evidencing such holder's right to receive such additional Shares upon the occurrence of the event resulting in the decreased Conversion Price and the right to receive any distributions made on such additional Shares declared in favour of holders of record of Shares on and after the Conversion Date or such later date as such holder would, but for the provisions of this Subsection 4.4, have become the holder of record of such additional Shares. (b7) If The adjustments provided for in this Section 4.4 in the Company shall set a record date to determine Conversion Price and in the holders number and classes of shares which are to be received on the conversion of Common Stock for purposes Debentures are cumulative. After any adjustment pursuant to this Section, the term "SHARES" where used in this Indenture shall be interpreted to mean shares of any class or classes which, as a Common Stock Reorganizationresult of all prior adjustments pursuant to this Section, Common Stock Distribution, Dividend or Capital Reorganizationthe Debentureholder is entitled to receive upon the conversion of his Debenture, and shall legally abandon such action prior to effecting such Action, then no adjustment shall be the number of Shares indicated in any conversion made pursuant to this Article IV in respect of such action. (c) No adjustment in the amount of shares purchasable upon exercise of this Warrant or in the Exercise Price a Debenture shall be made hereunder unless such adjustment increases or decreases such amount or price by five percent or more, but any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall serve interpreted to adjust such amount or price by one percent or more. (d) No adjustment in the Exercise Price shall be made hereunder if such adjustment would reduce the Exercise Price to an amount below par value of the Common Stock, which par value shall initially be $.01 per share of Common Stock. (e) No adjustment shall be made pursuant to this Article IV in respect of the issuance (or deemed issuance) or repurchase of shares of Common Stock in connection with the exercise of the Warrants. (f) No adjustment shall be made pursuant to this Article IV in the event of an initial public offering. (g) No adjustment shall be made pursuant to this Article IV with respect to the exercise of securities issued under employee benefit plans. (h) If mean the number of shares of Common Stock purchasable all classes which, as a result of all prior adjustments pursuant to this Section, a Debentureholder is entitled to receive upon the full exercise of the Warrants is adjusted such that such number includes a fraction, the Company shall not be required to issue fractional shareshis conversion rights.

Adjustment Rules. (a) Any adjustments pursuant to this ---------------- Article IV shall be made successively whenever an event referred to herein shall occur. (b) If the Company shall set a record date to determine the holders occurs, except that, notwithstanding any other provision of shares of Common Stock for purposes of a Common Stock Reorganizationthis Article IV, Common Stock Distribution, Dividend or Capital Reorganization, and shall legally abandon such action prior to effecting such Action, then no adjustment shall be made pursuant to this Article IV in respect of such action. (c) No adjustment in the amount number of shares purchasable upon exercise of this Warrant Class C Common Stock to be delivered to each Warrantholder (or in to the Exercise Price shall be made hereunder unless Price) if such adjustment increases or decreases such amount or price by five percent or morerepresents less than 1% of the number of shares previously required to be so delivered, but any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall serve amount to adjust such amount 1% or price by one percent or more. more of the number of shares to be so delivered. No adjustment shall be made pursuant to this Article IV: (a) in respect of the issuance from time to time of shares of Common Stock upon the exercise of any Warrants (b) with respect to issuances of shares of Common Stock pursuant to any Public Offering, (c) upon conversion of Class C Common Stock to Common Stock, (d) No adjustment upon conversion of Series A Preferred Stock to Common Stock in accordance with the Exercise Price shall be made hereunder if such adjustment would reduce the Exercise Price to an amount below par value terms of the Common StockArticles of Incorporation of the Company, which par value shall initially be $.01 per share of Common Stock. (e) No upon exercise of any of the Options outstanding on the Date of Issuance or with respect to issuance of any additional options to purchase Common Stock to officers, employees and independent directors of the Company ("Additional Options") (or issuance of Common Stock upon exercise of any such Additional Options), so long as prior to consummation of an Initial Public Offering the aggregate amount of Additional Options does not represent more than 8.71% of the outstanding shares of Common Stock on a fully diluted basis, (f) with respect to other rights granted to a Person which is not an Affiliate (as defined in the Credit Agreement) as consideration for the issuance of loans or extensions of credit to the Company as long as the board of directors of the Company has determined in good faith that the total consideration received from such Person is fair value for the loans or extensions of credit received by the Company, provided that the Credit Agreement shall have been terminated and all obligations thereunder paid in full, or (g) with respect to any issuance of shares of Common Stock or Options of the Company in a Third Party Transaction (or issuance of Common Stock upon exercise of such Options). If the Company takes a record of the holders of its Common Stock for any purpose referred to in this Article IV, then (i) such record date shall be deemed to be the date of the issuance, sale, distribution or grant in question and (ii) if the Company shall legally abandon such action prior to effecting such action, no adjustment shall be made pursuant to this Article IV in respect of the issuance (or deemed issuance) or repurchase of shares of Common Stock in connection with the exercise of the Warrantssuch action. (f) No adjustment shall be made pursuant to this Article IV in the event of an initial public offering. (g) No adjustment shall be made pursuant to this Article IV with respect to the exercise of securities issued under employee benefit plans. (h) If the number of shares of Common Stock purchasable upon exercise of the Warrants is adjusted such that such number includes a fraction, the Company shall not be required to issue fractional shares.

Adjustment Rules. (a) Any adjustments pursuant to this Article IV Section 5 shall be made successively whenever an any event referred to herein shall occur. (b) If the Company shall set a record date to determine the holders , except that, notwithstanding any other provision of shares of Common Stock for purposes of a Common Stock Reorganizationthis Section 5, Common Stock Distribution, Dividend or Capital Reorganization, and shall legally abandon such action prior to effecting such Action, then no adjustment shall be made pursuant to this Article IV in respect the number of such action. Warrant Shares to be delivered to the Warrant Holder (c) No adjustment in the amount of shares purchasable upon exercise of this Warrant or in to the Exercise Price shall be made hereunder unless Price) if such adjustment increases or decreases such amount or price by five percent or morerepresents less than 1% of the number of Warrant Shares previously required to be so delivered, but any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall serve amount to adjust such amount 1% or price by one percent or moremore of the number of Warrant Shares to be so delivered. (db) No adjustment in the Exercise Price adjustments shall be made hereunder if such adjustment would reduce pursuant to this Section 5 in respect of (x) the Exercise Price to an amount below par value issuance of Warrant Shares upon exercise of the Warrant; (y) the issuance, sale or grant or exercise before or after the date hereof by the Company to any director, officer, consultant or employee of the Company or any Affiliate of the Company of any Common Stock or of any option, bonus or other award exercisable into Common Stock approved by the Board of Directors of the Company or any duly authorized committee thereof; or (z) any securities of the Company which are issued and outstanding as at the date hereof or are issued pursuant to the Stock Purchase Agreement (including, without limitation, the issuance of any Series E Preferred Stock, which par value shall initially be $.01 per share of Common Stock) or the Consulting Agreement. (ec) No If the Company shall take a record of the holders of its Common Stock for any purpose referred to in this Section 5, then (x) such record date shall be deemed to be the date of the issuance, sale, distribution or grant in question and (y) if the Company shall legally abandon such action prior to effecting such action, no adjustment shall be made pursuant to this Article IV Section 5 in respect of the issuance (or deemed issuance) or repurchase of shares of Common Stock in connection with the exercise of the Warrantssuch action. (fd) No Upon the expiration without being exercised of any rights, options, warrants or conversion or exchange of any rights, options, warrants or conversion or exchange privileges for which an adjustment shall be has been made pursuant to this Article IV in Warrant, the event of an initial public offering. (g) No adjustment shall be made pursuant to this Article IV with respect to the exercise of securities issued under employee benefit plans. (h) If Exercise Price and the number of shares of Common Stock purchasable upon the exercise of each Warrant shall, upon such expiration, be readjusted and shall thereafter, upon any future exercise, be such as they would have been had they been originally adjusted (or had the Warrants is adjusted original adjustment not been required, as the case may be) as if (A) the only shares of Common Stock so issued were the shares of such that Common Stock, if any, actually issued or sold upon the exercise of such number includes a fractionrights, options, warrants or conversion or exchange rights and (B) such shares of Common Stock, if any, were issued or sold for the consideration actually received by the Company upon such exercise plus the consideration, if any, actually received by the Company for issuance, sale or grant of all such rights, options, warrants or conversion or exchange rights whether or not exercised; provided, that no such readjustment shall not be required have the effect of increasing the Exercise Price by an amount, or decreasing the number of shares purchasable upon exercise of each Warrant by a number, in excess of the amount or number of the adjustment initially made in respect to issue fractional sharesthe issuance, sale or grant of such rights, options, warrants or conversion or exchange rights.

Adjustment Rules. (ai) Any adjustments pursuant to this Article IV Section 9 shall be made successively whenever an event referred to herein shall occur. (bii) If the Company shall set a record date to determine the holders of shares of Common Stock for purposes of a Common Stock Reorganization, Common Stock Distribution, Dividend or Capital Reorganization, and shall legally abandon such action prior to effecting such Actionaction, then no adjustment shall be made pursuant to this Article IV Section 9 in respect of such action. (ciii) No adjustment in the amount of shares purchasable upon exercise of this Warrant or in the Exercise Price shall be made hereunder unless such adjustment increases or decreases such amount or price by five percent one cent or more, but any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall serve to adjust such amount or price Exercise Price by one percent cent or more. (div) No adjustment in the Exercise Price shall be made hereunder if such adjustment would reduce the Exercise Price exercise price to an amount below par value of the Common Stock, which par value shall initially be $.01 per share of Common Stock. (ev) In computing adjustments under this Section 9 or the number of shares that may be purchased upon exercise of either of the Options, fractional interests in Common Stock shall be taken into account to the nearest 1/10th of a share, and adjustments in the Exercise Price shall be made to the nearest $.01. (vi) No adjustment shall be made pursuant to under this Article IV Section 9, (A) upon the exercise of any warrants, options or convertible securities (other than the Series C Preferred Stock) issued and outstanding on the date hereof in respect accordance with the terms of such securities as of such date; (B) upon the grant or exercise of any stock or options which may hereafter be granted or exercised under any employee or director benefit plan of the Company now existing or to be implemented in the future, so long as the issuance of such stock or options is approved by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for the purpose; (C) upon the issuance of the Common Stock or Options in accordance with terms of the Purchase Agreement; (D) upon the exercise of the Options; (E) the issuance of up to 13,250,000 shares of Common Stock (or deemed issuancecommon-stock equivalent preferred stock that is convertible into common stock) in connection with the exchange or repurchase conversion of the Series C Preferred Stock; (F) the issuance contemporaneously with the closing under the Purchase Agreement of up to an amount of shares of Common Stock in connection with the exercise of the Warrants. (f) No adjustment shall be made pursuant to this Article IV in the event of an initial public offering. (g) No adjustment shall be made pursuant to this Article IV with respect equal to the exercise product of securities issued under employee benefit plans. (h1) If two multiplied by (2) the number of shares of Common Stock purchasable upon exercise purchased by Holders pursuant to the Purchase Agreement, at a purchase price of $2.19 per share; or (g) the issuance of the Warrants is adjusted such that such number includes a fraction, shares of Common Stock purchased by Holders pursuant to the Company shall not be required to issue fractional sharesPurchase Agreement.

Adjustment Rules. (ai) Any adjustments pursuant to this Article IV Section 5 shall be made successively whenever an any event referred to herein shall occur. (b) If the Company shall set a record date to determine the holders , except that, notwithstanding any other provision of shares of Common Stock for purposes of a Common Stock Reorganizationthis Section 5, Common Stock Distribution, Dividend or Capital Reorganization, and shall legally abandon such action prior to effecting such Action, then no adjustment shall be made pursuant to this Article IV in respect the number of such action. Warrant Shares to be delivered to the Warrant Holder (c) No adjustment in the amount of shares purchasable upon exercise of this Warrant or in to the Exercise Price shall be made hereunder unless Price) if such adjustment increases or decreases such amount or price by five percent or morerepresents less than 1% of the number of Warrant Shares previously required to be so delivered, but any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall serve amount to adjust such amount 1% or price by one percent or moremore of the number of Warrant Shares to be so delivered. (dii) No adjustment in the Exercise Price adjustments shall be made hereunder if such adjustment would reduce pursuant to this Section 5 in respect of (x) the Exercise Price to an amount below par value issuance of Warrant Shares upon exercise of the Warrant; (y) the issuance, sale or grant or exercise before or after the date hereof by the Company to any director, officer, consultant or employee of the Company or any Affiliate of the Company of any Common Stock or of any option, bonus or other award exercisable into Common Stock approved by the Board of Directors of the Company or any duly authorized committee thereof; or (z) any securities of the Company which are issued and outstanding as at the date hereof or are issued pursuant to the Stock Purchase Agreement (including, without limitation, the issuance of any Series E Preferred Stock, which par value shall initially be $.01 per share of Common Stock) or the Consulting Agreement. (eiii) No If the Company shall take a record of the holders of its Common Stock for any purpose referred to in this Section 5, then (x) such record date shall be deemed to be the date of the issuance, sale, distribution or grant in question and (y) if the Company shall legally abandon such action prior to effecting such action, no adjustment shall be made pursuant to this Article IV Section 5 in respect of the issuance (or deemed issuance) or repurchase of shares of Common Stock in connection with the exercise of the Warrantssuch action. (fiv) No Upon the expiration without being exercised of any rights, options, warrants or conversion or exchange of any rights, options, warrants or conversion or exchange privileges for which an adjustment shall be has been made pursuant to this Article IV in Warrant, the event of an initial public offering. (g) No adjustment shall be made pursuant to this Article IV with respect to the exercise of securities issued under employee benefit plans. (h) If Exercise Price and the number of shares of Common Stock purchasable upon the exercise of each Warrant shall, upon such expiration, be readjusted and shall thereafter, upon any future exercise, be such as they would have been had they been originally adjusted (or had the Warrants is adjusted original adjustment not been required, as the case may be) as if (A) the only shares of Common Stock so issued were the shares of such that Common Stock, if any, actually issued or sold upon the exercise of such number includes a fractionrights, options, warrants or conversion or exchange rights and (B) such shares of Common Stock, if any, were issued or sold for the consideration actually received by the Company upon such exercise plus the consideration, if any, actually received by the Company for issuance, sale or grant of all such rights, options, warrants or conversion or exchange rights whether or not exercised; provided, that no such readjustment shall not be required have the effect of increasing the Exercise Price by an amount, or decreasing the number of shares purchasable upon exercise of each Warrant by a number, in excess of the amount or number of the adjustment initially made in respect to issue fractional sharesthe issuance, sale or grant of such rights, options, warrants or conversion or exchange rights.

Adjustment Rules. (a) Any adjustments pursuant to this Article IV For the purposes of section 2.13, any adjustment shall be made successively whenever an event referred to herein therein shall occur., subject to the following provisions: (a) all calculations shall be made to the nearest 1/100th of a Common Share; (b) If no adjustment to an Exercise Price shall be required unless such adjustment would result in a change of at least 1% in the Company prevailing Exercise Price and no adjustment in the number of Common Shares purchasable upon exercise of the Warrants will be required to be made unless the cumulative effect of such adjustment or adjustments would change the number of Common Shares purchasable upon the exercise of a Warrant by at least one one-hundredth of a Common Share and, for greater clarity, any adjustment which, except for the qualification of this section, would otherwise have been required to be made shall be carried forward and taken into account in any subsequent adjustment; provided, however, that in no event shall the Corporation be obligated to issue fractional Common Shares or fractional interests in Common Shares upon exercise of a Warrant or pay any amount in cash in lieu of issuing fractional Common Shares; (c) if a dispute shall at any time arise with respect to adjustments to the Exercise Price or the number of Common Shares purchaseable pursuant to the exercise rights represented by a Warrant, such disputes shall be conclusively determined by the Corporation's auditors or, if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by action by the directors and any such determination, subject to the prior approval of the TSX, shall be conclusive evidence of the correctness of any adjustments made; (d) if the Corporation shall set a record date to determine the holders of shares its Common Shares for the purpose of Common Stock for purposes of a Common Stock Reorganizationentitling them to receive any dividend or distribution or any subscription or purchase rights, Common Stock Distribution, Dividend options or Capital Reorganization, warrants and shall thereafter and before the distribution to such Shareholders of any such dividend, distribution or subscription or purchase rights legally abandon its plan to pay or deliver such action prior to effecting such Actiondividend, distribution or subscription or purchase rights, then no adjustment shall be made pursuant to this Article IV in respect of such action. (c) No adjustment in the amount of shares purchasable upon exercise of this Warrant or in the Exercise Price shall be made hereunder unless such adjustment increases or decreases such amount or price by five percent or more, but any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall serve to adjust such amount or price by one percent or more. (d) No adjustment in the Exercise Price or the number of Common Shares purchaseable upon exercise of the Warrant shall be made hereunder if such adjustment would reduce the Exercise Price to an amount below par value required by reason of the Common Stock, which par value shall initially be $.01 per share setting of Common Stock.such record date; and (e) No adjustment shall be made pursuant to this Article IV in respect Current Market Price per Common Share", at any date, means the weighted average price per Common Share at which the Common Shares have traded on the TSX (or, if the Common Shares are not so listed, then on the stock exchange or NASDAQ on which the Common Shares are listed or quoted on which the greatest volume of Common Shares were traded during the period referenced below or, if the Common Shares are not so listed or quoted on any stock exchange or NASDAQ, then on the over-the-counter market on which the Common Shares are traded as selected by action of the issuance (or deemed issuance) or repurchase directors acting reasonably for such purpose), during the 20 most recent trading days ending on the fifth trading day before such date on which there has occurred at least one trade of shares at least one board lot of Common Stock Shares prior to such date, such weighted average price to be determined by dividing the aggregate sale price of all Common Shares sold in connection with board lots on such exchange or market, as the exercise of case may be, during the Warrants. (f) No adjustment shall be made pursuant to this Article IV in the event of an initial public offering. (g) No adjustment shall be made pursuant to this Article IV with respect to the exercise of securities issued under employee benefit plans. (h) If said 20 trading days, by the number of shares of Common Stock purchasable upon exercise of the Warrants is adjusted such that such number includes a fraction, the Company shall not be required to issue fractional sharesShares so sold.

Adjustment Rules. (a) Any adjustments pursuant to this Article IV shall be made successively whenever an event referred to herein occurs, except that, notwithstanding any other provision of this Article IV, no adjustment shall occur. (b) If be made to the Company shall set a record date to determine the holders number of shares of Common Stock for purposes to be delivered to each Warrantholder (or to the Exercise Price) if such adjustment represents less than 1% of a Common Stock Reorganization, Common Stock Distribution, Dividend or Capital Reorganization, and shall legally abandon such action prior to effecting such Action, then no adjustment shall be made pursuant to this Article IV in respect of such action. (c) No adjustment in the amount number of shares purchasable upon exercise of this Warrant or in the Exercise Price shall previously required to be made hereunder unless such adjustment increases or decreases such amount or price by five percent or moreso delivered, but any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall serve amount to adjust such amount 1% or price by one percent or more. (d) No adjustment in the Exercise Price shall be made hereunder if such adjustment would reduce the Exercise Price to an amount below par value more of the Common Stock, which par value shall initially number of shares to be $.01 per share of Common Stock. (e) so delivered. No adjustment shall be made pursuant to this Article IV in respect of (a) the issuance (of options or deemed issuance) or repurchase of warrants to acquire shares of Common Stock in connection with to employees, officers or directors of the Company pursuant to employee stock ownership plans or other benefit plans, or the exercise of any such options or warrants, provided that the aggregate amount of all such Common Stock and Common Stock for which such options or warrants are exercisable does not exceed 5% of the Common Stock on a Fully Diluted Basis on the date hereof and (b) the issuance from time to time of any Warrants or shares of Common Stock upon the exercise of any of the Warrants. . If the Company takes a record of the holders of its Common Stock for any purpose referred to in this Article IV, then (fi) No such record date shall be deemed to be the date of the issuance, sale, distribution or grant in question and (ii) if the Company shall legally abandon such action prior to effecting such action, no adjustment shall be made pursuant to this Article IV in the event respect of an initial public offeringsuch action. (g) No adjustment shall be made pursuant to this Article IV with respect to the exercise of securities issued under employee benefit plans. (h) If the number of shares of Common Stock purchasable upon exercise of the Warrants is adjusted such that such number includes a fraction, the Company shall not be required to issue fractional shares.

Adjustment Rules. (ai) Any adjustments pursuant to this Article IV Section 9 shall be made successively whenever an event referred to herein shall occur. (bii) If the Company shall set a record date to determine the holders of shares of Common Stock for purposes of a Common Stock Reorganization, Common Stock Distribution, Dividend or Capital Reorganization, and shall legally abandon such action prior to effecting such Actionaction, then no adjustment shall be made pursuant to this Article IV Section 9 in respect of such action. (ciii) No adjustment in the amount of shares purchasable upon exercise of this Warrant or in the Exercise Price shall be made hereunder unless such adjustment increases or decreases such amount or price by five percent one cent or more, but any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall serve to adjust such amount or price Exercise Price by one percent cent or more. (div) No adjustment in the Exercise Price shall be made hereunder if such adjustment would reduce the Exercise Price exercise price to an amount below par value of the Common Stock, which par value shall initially be $.01 per share of Common Stock. (ev) In computing adjustments under this Section 9 or the number of shares that may be purchased upon exercise of either of the Options, fractional interests in Common Stock shall be taken into account to the nearest 1/10th of a share, and adjustments in the Exercise Price shall be made to the nearest $.01. (vi) No adjustment shall be made pursuant to under this Article IV Section 9, (A) upon the exercise of any warrants, options or convertible securities (other than the Series C Preferred Stock) issued and outstanding on the date hereof in respect accordance with the terms of such securities as of such date; (B) upon the grant or exercise of any stock or options which may hereafter be granted or exercised under any employee or director benefit plan of the Company now existing or to be implemented in the future, so long as the issuance of such stock or options is approved by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for the purpose; (C) upon the issuance of the Common Stock or Options in accordance with terms of the Purchase Agreement; (D) upon the exercise of the Options; (E) the issuance of up to 13,250,000 shares of Common Stock (or deemed issuancecommon-stock equivalent preferred stock that is convertible into common stock) in connection with the exchange or repurchase conversion of the Series C Preferred Stock; (F) the issuance contemporaneously with the closing under the Purchase Agreement of up to an amount of shares of Common Stock in connection with the exercise of the Warrants. (f) No adjustment shall be made pursuant to this Article IV in the event of an initial public offering. (g) No adjustment shall be made pursuant to this Article IV with respect equal to the exercise product of securities issued under employee benefit plans. (h1) If two multiplied by (2) the number of shares of Common Stock purchasable upon exercise purchased by Holder pursuant to the Purchase Agreement, at a purchase price of $2.19 per share; or (g) the issuance of the Warrants is adjusted such that such number includes a fraction, shares of Common Stock purchased by Holder pursuant to the Company shall not be required to issue fractional sharesPurchase Agreement.

Adjustment Rules. (a) Any adjustments pursuant to this Article IV shall be made successively whenever an event referred to herein occurs, except that, notwithstanding any other provision of this Article IV, no adjustment shall occur. (b) If be made to the Company shall set a record date to determine the holders number of shares of Common Stock for purposes to be delivered to each Warrantholder (or to the Exercise Price) if such adjustment represents less than 1% of a Common Stock Reorganization, Common Stock Distribution, Dividend or Capital Reorganization, and shall legally abandon such action prior to effecting such Action, then no adjustment shall be made pursuant to this Article IV in respect of such action. (c) No adjustment in the amount number of shares purchasable upon exercise of this Warrant or in the Exercise Price shall previously required to be made hereunder unless such adjustment increases or decreases such amount or price by five percent or moreso delivered, but any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall serve amount to adjust such amount 1% or price by one percent or more. (d) No adjustment in the Exercise Price shall be made hereunder if such adjustment would reduce the Exercise Price to an amount below par value more of the Common Stock, which par value shall initially number of shares to be $.01 per share of Common Stock. (e) so delivered. No adjustment shall be made pursuant to this Article IV in respect of (a) the issuance (of options or deemed issuance) or repurchase of warrants to acquire shares of Common Stock in connection with to employees, officers or directors of the Company pursuant to employee stock ownership plans or other benefit plans, or the exercise of any such options or warrants, provided that the aggregate amount of all such Common Stock and Common Stock for which such options or warrants are exercisable does not exceed 20% of the Common Stock on a Fully Diluted Basis on the date hereof and (b) the issuance from time to time of any Warrants or shares of Common Stock upon the exercise of any of the Warrants. . If the Company takes a record of the holders of its Common Stock for any purpose referred to in this Article IV, then (fi) No such record date shall be deemed to be the date of the issuance, sale, distribution or grant in question and (ii) if the Company shall legally abandon such action prior to effecting such action, no adjustment shall be made pursuant to this Article IV in the event respect of an initial public offeringsuch action. (g) No adjustment shall be made pursuant to this Article IV with respect to the exercise of securities issued under employee benefit plans. (h) If the number of shares of Common Stock purchasable upon exercise of the Warrants is adjusted such that such number includes a fraction, the Company shall not be required to issue fractional shares.