Common use of Adjustment Clause in Contracts

Adjustment. The Warrant shall be subject to adjustment from time to time as hereinafter provided in this Section 3: (a) If the Company at any time divides the outstanding shares of its Common Stock into a greater number of shares (whether pursuant to a stock split, stock dividend or otherwise), and conversely, if the outstanding shares of its Common Stock are combined into a smaller number of shares, or if the Company effects a transaction that has a similar effect, the Warrant Exercise Price in effect immediately prior to such division or combination shall be proportionately adjusted to reflect the reduction or increase in the value of each such common share. (b) If any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation, or any other similar transaction shall be effected in such a way that holders of the Company's Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for such Common Stock, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, the holder of this Warrant shall have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Warrant and in lieu of the shares of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such stock, securities or assets as would have been issued or delivered to the holder of this Warrant if it had exercised this Warrant and had received such shares of Common Stock prior to such reorganization, reclassification, consolidation, merger or sale. The Company shall not effect any such consolidation, merger or sale, unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed and mailed to the Holder at the last address of the Holder appearing on the books of the Company, the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase. (c) Upon each adjustment of the Warrant Exercise Price, the Holder shall thereafter be entitled to purchase, at the Warrant Exercise Price resulting from such adjustment, the number of shares obtained by multiplying the Warrant Exercise Price in effect immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment and dividing the product thereof by the Warrant Exercise Price resulting from such adjustment. (d) Upon any adjustment of the Warrant Exercise Price, the Company shall give written notice thereof, by first class mail, postage prepaid, addressed to the Holder at the address of the Holder as shown on the books of the Company, which notice shall state the Warrant Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

Adjustment. The Warrant warrant exercise price shall be subject to adjustment from time to time as hereinafter provided in this Section 3: (a) If the Company at any time divides the outstanding shares of its Common Stock into a greater number of shares (whether pursuant to a stock split, stock dividend or otherwise), and conversely, if the outstanding shares of its Common Stock are combined into a smaller number of shares, or if the Company effects a transaction that has a similar effect, the Warrant Exercise Price warrant exercise price in effect immediately prior to such division or combination shall be proportionately adjusted to reflect the reduction or increase in the value of each such common shareshare of Common Stock. (b) If any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation, or any other similar transaction corporation shall be effected in such a way that holders of the Company's Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for such Common Stockcommon stock, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, the holder of this Warrant Holder shall have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Warrant warrant and in lieu of the shares of the Common Stock common stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such shares of stock, other securities or assets as would have been issued or delivered to the holder of this Warrant Holder if it Holder had exercised this Warrant warrant and had received such shares of Common Stock common stock immediately prior to such reorganization, reclassification, consolidation, merger or sale. The Company shall not effect any such consolidation, merger or sale, sale unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed and mailed to the Holder at the last address of the Holder appearing on the books of the Company, Company the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase. (c) Upon each adjustment of the Warrant Exercise Pricewarrant exercise price, the Holder shall thereafter be entitled to purchase, at the Warrant Exercise Price warrant exercise price resulting from such adjustment, the number of shares obtained by multiplying the Warrant Exercise Price warrant exercise price in effect immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment and dividing the product thereof by the Warrant Exercise Price warrant exercise price resulting from such adjustment. (d) Upon any adjustment of the Warrant Exercise Pricewarrant exercise price, the Company shall give written notice thereof, by first class mail, postage prepaid, addressed thereof to Holder stating the Holder at the address of the Holder as shown on the books of the Company, which notice shall state the Warrant Exercise Price warrant exercise price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of this Warrantwarrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

Adjustment. The Warrant Exercise Price shall be subject to adjustment from time to time as hereinafter provided in this Section 34: (a) If the Company at any time divides the outstanding shares of its Common Stock common stock into a greater number of shares (whether pursuant to a stock split, stock dividend or otherwise), and conversely, if the outstanding shares of its Common Stock common stock are combined into a smaller number of shares, or if the Company effects a transaction that has a similar effect, the Warrant Exercise Price in effect immediately prior to such division or combination shall be proportionately adjusted to reflect the reduction or increase in the value of each such common share. (b) If any stock dividend, capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation, or any other similar transaction corporation shall be effected in such a way that holders of the Company's Common Stock common stock shall be entitled to receive stock, securities or assets with respect to or in exchange for such Common Stockcommon stock, then, as a condition of such stock dividend, reorganization, reclassification, consolidation, merger or sale, the holder of this Warrant Holder shall have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Warrant and in lieu of the shares of the Common Stock common stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such shares of stock, other securities or assets as would have been issued or delivered to the holder of this Warrant Holder if it Holder had exercised this Warrant and had received such shares of Common Stock common stock immediately prior to such stock dividend, reorganization, reclassification, consolidation, merger or sale. The Company shall not effect any such consolidation, merger or sale, sale unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed and mailed to the Holder at the last address of the Holder appearing on the books of the Company, Company the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase. (c) If and whenever the Company shall (1) issue or sell any shares of its common stock for a per-share consideration less than the Warrant Exercise Price in effect immediately prior to the time of such issuance or sale, (2) issue or sell any warrants, options or other rights to acquire shares of its common stock at a purchase price less than the Warrant Exercise Price in effect immediately prior to the time of such issuance or sale, or (3) issue or sell any other securities that are convertible into shares of its common stock for a purchase or exchange price less than the Warrant Exercise Price in effect immediately prior to the time of such issuance or sale (except for the issuance or sale of shares of the Company's common stock pursuant to stock option plans, stock purchase plans or other employee stock incentive programs adopted by the Company's Board of Directors, or pursuant to business acquisition or lease financing transactions), then, upon such issuance or sale, the Warrant Exercise Price shall be reduced to the price (calculated to the nearest cent) determined by dividing (A) an amount equal to the sum of (1) the number of shares of the Company's common stock outstanding immediately prior to such issue or sale multiplied by the then existing Warrant Exercise Price and (2) the consideration, if any, received by the Company upon such issue or sale plus the consideration to be received by the Company upon the exercise of such stock purchase rights by (B) an amount equal to the sum of (1) the number of shares of its common stock outstanding immediately prior to such issue or sale and (2) the number of its shares of common stock thus issued or sold or issuable or saleable upon the exercise of such purchase rights or the conversion of such convertible securities; provided, however, that in the event that any such purchase right expires or is terminated prior to the exercise of this Warrant, the Warrant Exercise Price shall be recalculated by deleting such purchase right and provided further that if an adjustment is made to the Warrant Exercise Price as a result of the issuance or sale of any such purchase rights or convertible securities, no further adjustment shall be made to the Warrant Exercise Price at the time such purchase rights are exercised or convertible securities are converted. (d) Upon each any adjustment of the Warrant Exercise Price, the Holder shall thereafter be entitled to purchase, at the Warrant Exercise Price resulting from such adjustment, the number of shares obtained by multiplying the Warrant Exercise Price in effect immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment and dividing the product thereof by the Warrant Exercise Price resulting from such adjustment. (de) Upon any adjustment of the Warrant Exercise Pricewarrant exercise price, the Company shall give written notice thereofthereof to Holder, by first class mail, postage prepaid, addressed to the Holder at the address of the Holder as shown on the books of the Company, which notice shall state stating the Warrant Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

Adjustment. The Warrant shall be subject to adjustment (a) If there is a change in the number of TEC Common Shares or the number of shares of TRC Common Stock outstanding from time to time as hereinafter provided in this Section 3: (a) If the Company at any time divides the outstanding shares a result of its Common Stock into a greater number of shares (whether pursuant to a stock split, reverse split, stock dividend dividend, subdivision, consolidation or otherwisesimilar change in the TEC Common Shares or shares of TRC Common Stock or if there is a reclassification, reorganization, merger or amalgamation or similar change in the capital of TRC (collectively, an “Event”), and converselythe Applicable Number shall be adjusted to be a number of shares of TRC Common Stock that would be received in respect of one TEC Common Share or Vested Option, as applicable, immediately following the Event if the outstanding shares Rights have been exercised in respect of its one TEC Common Stock are combined into a smaller number of sharesShare or Vested Option, or if as applicable, immediately before the Company effects a transaction that has a similar effect, the Warrant Exercise Price in effect immediately prior to such division or combination shall be proportionately adjusted to reflect the reduction or increase in the value of each such common shareEvent. (b) If any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation, or any other similar transaction shall be effected TRC makes a distribution in such a way that holders of the Company's Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for such Common Stock, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, the holder of this Warrant shall have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Warrant and in lieu of the shares of the TRC Common Stock (whether by a dividend or otherwise) and the distribution (i) is funded by a disposition by TRC or any of its Subsidiaries of TEC Common Shares, (ii) is a dividend in kind of TEC Common Shares; (iii) is the proceeds of an advance of debt to TRC; or (iv) is a similar occurrence: then the Applicable Number shall be adjusted by TRC, TEC and the relevant TEC Third Party Shareholder and/or Optionholder in good faith effective on the record date for the TRC distribution to the number that results in the following being equal: (i) the value of the Company shares of TRC Common Stock that would be received for each TEC Common Share or Vested Option, as applicable, if the Rights were exercised immediately theretofore purchasable after such record date, calculated using the adjusted Applicable Number and receivable upon after taking into account the exercise dividend or other distribution; and (ii) the value that the shares of the rights represented hereby, such stock, securities or assets as TRC Common Stock that would have been issued if the Rights were exercised immediately before such record date, calculated using the unadjusted Applicable Number and without taking into account the dividend or delivered to the holder of this Warrant other distribution; provided that if it had exercised this Warrant and had received such shares of Common Stock prior to such reorganization, reclassification, consolidation, merger or sale. The Company shall Parties have not effect any such consolidation, merger or sale, unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed and mailed to the Holder at the last address of the Holder appearing agreed on the books adjustment, any of them may refer the Company, the obligation determination to deliver to the Holder such shares of stock, securities or assets as, binding arbitration in accordance with the foregoing provisions, the Holder may be entitled to purchase. (c) Upon each adjustment Article 11 of the Warrant Exercise Price, the Holder shall thereafter be entitled to purchase, at the Warrant Exercise Price resulting from such adjustment, the number of shares obtained by multiplying the Warrant Exercise Price in effect immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment and dividing the product thereof by the Warrant Exercise Price resulting from such adjustmentStockholder Agreement. (d) Upon any adjustment of the Warrant Exercise Price, the Company shall give written notice thereof, by first class mail, postage prepaid, addressed to the Holder at the address of the Holder as shown on the books of the Company, which notice shall state the Warrant Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

Adjustment. The Warrant warrant exercise price shall be subject to adjustment from time to time as hereinafter provided in this Section 3: (a) If the Company at any time divides the outstanding shares of its Common Stock common stock into a greater number of shares (whether pursuant to a stock split, stock dividend or otherwise), and conversely, if the outstanding shares of its Common Stock common stock are combined into a smaller number of shares, or if the Company effects a transaction that has a similar effect, the Warrant Exercise Price warrant exercise price in effect immediately prior to such division or combination shall be proportionately adjusted to reflect the reduction or increase in the value of each such common share. (b) If any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation, or any other similar transaction corporation shall be effected in such a way that holders of the Company's Common Stock common stock shall be entitled to receive stock, securities or assets with respect to or in exchange for such Common Stockcommon stock, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, the holder of this Warrant Holder shall have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Warrant warrant and in lieu of the shares of the Common Stock common stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such shares of stock, other securities or assets as would have been issued or delivered to the holder of this Warrant Holder if it Holder had exercised this Warrant warrant and had received such shares of Common Stock common stock immediately prior to such reorganization, reclassification, consolidation, merger or sale. The Company shall not effect any such consolidation, merger or sale, sale unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed and mailed to the Holder at the last address of the Holder appearing on the books of the Company, Company the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase. (c) If the Company takes any other action, or if any other event occurs, which does not come within the scope of the provisions of Section 3(a) or 3(b), but which should result in an adjustment in the warrant exercise price and/or the number of shares subject to this warrant in order to fairly protect the purchase rights of the Holder, an appropriate adjustment in such purchase rights shall be made by the Company. (d) Upon each adjustment of the Warrant Exercise Pricewarrant exercise price, the Holder shall thereafter be entitled to purchase, at the Warrant Exercise Price warrant exercise price resulting from such adjustment, the number of shares obtained by multiplying the Warrant Exercise Price warrant exercise price in effect immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment and dividing the product thereof by the Warrant Exercise Price warrant exercise price resulting from such adjustment. (de) Upon any adjustment of the Warrant Exercise Pricewarrant exercise price, the Company shall give written notice thereof, by first class mail, postage prepaid, addressed thereof to the Holder at stating the address of the Holder as shown on the books of the Company, which notice shall state the Warrant Exercise Price warrant exercise price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of this Warrantwarrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

Adjustment. The Warrant Exercise Price shall be subject to adjustment ---------- from time to time as hereinafter provided in this Section 34: (a) If the Company at any time divides the outstanding shares of its Common Stock common stock into a greater number of shares (whether pursuant to a stock split, stock dividend or otherwise), and conversely, if the outstanding shares of its Common Stock common stock are combined into a smaller number of shares, or if the Company effects a transaction that has a similar effect, the Warrant Exercise Price in effect immediately prior to such division or combination shall be proportionately adjusted to reflect the reduction or increase in the value of each such common share. (b) If any stock dividend, capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation, or any other similar transaction corporation shall be effected in such a way that holders of the Company's Common Stock common stock shall be entitled to receive stock, securities or assets with respect to or in exchange for such Common Stockcommon stock, then, as a condition of such stock dividend, reorganization, reclassification, consolidation, merger or sale, the holder of this Warrant Holder shall have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Warrant and in lieu of the shares of the Common Stock common stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such shares of stock, other securities or assets as would have been issued or delivered to the holder of this Warrant Holder if it Holder had exercised this Warrant and had received such shares of Common Stock common stock immediately prior to such stock dividend, reorganization, reclassification, consolidation, merger or sale. The Company shall not effect any such consolidation, merger or sale, sale unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed and mailed to the Holder at the last address of the Holder appearing on the books of the Company, Company the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase. (c) If and whenever the Company shall (1) issue or sell any shares of its common stock for a per-share consideration less than the Warrant Exercise Price in effect immediately prior to the time of such issuance or sale, (2) issue or sell any warrants, options or other rights to acquire shares of its common stock at a purchase price less than the Warrant Exercise Price in effect immediately prior to the time of such issuance or sale, or (3) issue or sell any other securities that are convertible into shares of its common stock for a purchase or exchange price less than the Warrant Exercise Price in effect immediately prior to the time of such issuance or sale (except for the issuance or sale of shares of the Company's common stock pursuant to stock option plans, stock purchase plans or other employee stock incentive programs adopted by the Company's Board of Directors, or pursuant to business acquisition or lease financing transactions), then, upon such issuance or sale, the Warrant Exercise Price shall be reduced to the price (calculated to the nearest cent) determined by dividing (A) an amount equal to the sum of (1) the number of shares of the Company's common stock outstanding immediately prior to such issue or sale multiplied by the then existing Warrant Exercise Price and (2) the consideration, if any, received by the Company upon such issue or sale plus the consideration to be received by the Company upon the exercise of such stock purchase rights by (B) an amount equal to the sum of (1) the number of shares of its common stock outstanding immediately prior to such issue or sale and (2) the number of its shares of common stock thus issued or sold or issuable or saleable upon the exercise of such purchase rights or the conversion of such convertible securities; provided, however, that in the event that any such purchase right expires or is terminated prior to the exercise of this Warrant, the Warrant Exercise Price shall be recalculated by deleting such purchase right and provided further that if an adjustment is made to the Warrant Exercise Price as a result of the issuance or sale of any such purchase rights or convertible securities, no further adjustment shall be made to the Warrant Exercise Price at the time such purchase rights are exercised or convertible securities are converted. (d) Upon each any adjustment of the Warrant Exercise Price, the Holder shall thereafter be entitled to purchase, at the Warrant Exercise Price resulting from such adjustment, the number of shares obtained by multiplying the Warrant Exercise Price in effect immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment and dividing the product thereof by the Warrant Exercise Price resulting from such adjustment. (de) Upon any adjustment of the Warrant Exercise Pricewarrant exercise price, the Company shall give written notice thereofthereof to Holder, by first class mail, postage prepaid, addressed to the Holder at the address of the Holder as shown on the books of the Company, which notice shall state stating the Warrant Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

Adjustment. The Warrant Exercise Price shall be subject to adjustment from time to time as hereinafter provided in this Section 3: (a) If the Company at any time divides the outstanding shares of its Class A Common Stock Shares into a greater number of shares (whether pursuant to a stock split, stock dividend or otherwise), and conversely, if the outstanding shares of its Common Stock common stock are combined into a smaller number of shares, or if the Company effects a transaction that has a similar effect, the Warrant Exercise Price in effect immediately prior to such division or combination shall be proportionately adjusted to reflect the reduction or increase in the value of each such common share. (b) If any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation, or any other similar transaction corporation shall be effected in such a way that holders of the Company's ’s Class A Common Stock Shares shall be entitled to receive stock, securities or assets with respect to or in exchange for such Common Stockshares, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, the holder of this Warrant Holder shall have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Warrant and in lieu of the common shares of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such shares of stock, other securities or assets as would have been issued or delivered to the holder of this Warrant Holder if it the Holder had exercised this Warrant and had received such common shares of Common Stock immediately prior to such reorganization, reclassification, consolidation, merger or sale. The Company shall not effect any such consolidation, merger or sale, sale unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed and mailed to the Holder at the last address of the Holder appearing on the books of the Company, Company the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase. (c) If the Company takes any other action, or if any other event occurs, which does not come within the scope of the provisions of Section 3(a) or 3(b), but which should result in an adjustment in the Warrant Exercise Price and/or the number of shares subject to this Warrant in order to fairly protect the purchase rights of the Holder, an appropriate adjustment in such purchase rights shall be made by the Company. (d) Upon each adjustment of the Warrant Exercise Price, the Holder shall thereafter be entitled to purchase, at the Warrant Exercise Price resulting from such adjustment, the number of shares obtained by multiplying the Warrant Exercise Price in effect immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment and dividing the product thereof by the Warrant Exercise Price resulting from such adjustment. (df) Upon any adjustment of the Warrant Exercise Price, the Company shall give written notice thereof, by first class mail, postage prepaid, addressed thereof to the Holder at the address of the Holder as shown on the books of the Company, which notice shall state stating the Warrant Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

Adjustment. The Warrant warrant exercise price shall be subject to adjustment from time to time as hereinafter provided in this Section 3: (a) If the Company at any time divides the outstanding shares of its Common Stock common stock into a greater number of shares (whether pursuant to a stock split, stock dividend or otherwise), and conversely, if the outstanding shares of its Common Stock common stock are combined into a smaller number of shares, or if the Company effects a transaction that has a similar effect, the Warrant Exercise Price warrant exercise price in effect immediately prior to such division or combination shall be proportionately adjusted to reflect the reduction or increase in the value of each such common share. (b) If any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation, or any other similar transaction corporation shall be effected in such a way that holders of the Company's Common Stock ’s common stock shall be entitled to receive stock, securities or assets with respect to or in exchange for such Common Stockcommon stock, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, the holder of this Warrant Holder shall have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Warrant warrant and in lieu of the shares of the Common Stock common stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such shares of stock, other securities or assets as would have been issued or delivered to the holder of this Warrant Holder if it Holder had exercised this Warrant warrant and had received such shares of Common Stock common stock immediately prior to such reorganization, reclassification, consolidation, merger or sale. The Company shall not effect any such consolidation, merger or sale, sale unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed and mailed to the Holder at the last address of the Holder appearing on the books of the Company, Company the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase. (c) If the Company takes any other action, or if any other event occurs, which does not come within the scope of the provisions of Section 3(a) or 3(b), but which should result in an adjustment in the warrant exercise price and/or the number of shares subject to this warrant in order to fairly protect the purchase rights of the Holder, an appropriate adjustment in such purchase rights shall be made by the Company. (d) Upon each adjustment of the Warrant Exercise Pricewarrant exercise price, the Holder shall thereafter be entitled to purchase, at the Warrant Exercise Price warrant exercise price resulting from such adjustment, the number of shares obtained by multiplying the Warrant Exercise Price warrant exercise price in effect immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment and dividing the product thereof by the Warrant Exercise Price warrant exercise price resulting from such adjustment. (de) Upon any adjustment of the Warrant Exercise Pricewarrant exercise price, the Company shall give written notice thereof, by first class mail, postage prepaid, addressed thereof to the Holder at stating the address of the Holder as shown on the books of the Company, which notice shall state the Warrant Exercise Price warrant exercise price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of this Warrantwarrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

Adjustment. The Warrant Exercise Price shall be subject to adjustment from time to time as hereinafter provided in this Section 34: (a) If the Company at any time divides the outstanding shares of its Common Stock into a greater number of shares (whether pursuant to a stock split, stock dividend or otherwise), and conversely, if the outstanding shares of its Common Stock are combined into a smaller number of shares, or if the Company effects a transaction that has a similar effect, the Warrant Exercise Price in effect immediately prior to such division or combination shall be proportionately adjusted to reflect the reduction or increase in the value of each such common shareshare of Common Stock. (b) If any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation, or any other similar transaction corporation shall be effected in such a way that holders of the Company's Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for such Common Stock, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, the holder of this Warrant Holder shall have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Warrant and in lieu of the shares of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such shares of stock, other securities or assets as would have been issued or delivered to the holder of this Warrant Holder if it Holder had exercised this Warrant and had received such shares of Common Stock immediately prior to such reorganization, reclassification, consolidation, merger or sale. The Company shall not effect any such consolidation, merger or sale, sale unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed and mailed delivered to the Holder at the last address of the Holder appearing on the books of the Company, Company the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase. (c) If and whenever the Company shall (1) issue or sell any shares of its Common Stock for a consideration per share less than the Exercise Price in effect immediately prior to the time of such issuance or sale, (2) issue or sell any warrants, options or other rights to acquire shares of its Common Stock (each, an "Option") at a purchase price less than the Exercise Price in effect immediately prior to the time of such issuance or sale or (3) issue or sell any other securities that are convertible into shares of its Common Stock (each, a "Convertible Security") for a purchase or exchange price less than the Exercise Price in effect immediately prior to the time of such issuance or sale (except for the issuance or sale of shares of the Company's Common Stock pursuant to stock option plans, purchase plans or other employee stock incentive programs adopted by the Board prior to the date hereof), then, upon such issuance or sale, the Exercise Price shall be reduced to the price (calculated to the nearest cent) determined by dividing (A) an amount equal to the sum of (1) the number of shares of the Common Stock outstanding immediately prior to such issue or sale multiplied by the then existing Exercise Price and (2) the consideration, if any, received by the Company upon such issue or sale plus the consideration to be received by the Company upon the exercise of such Options by (B) an amount equal to the sum of (1) the number of shares of its Common Stock outstanding immediately prior to such issue or sale and (2) the number of its shares of Common Stock thus issued or sold or issuable or saleable upon the exercise of such Options or the conversion of such Convertible Securities; provided, however, that in the event that any such Option expires or is terminated prior to the exercise of this Warrant, the Exercise Price shall be recalculated by deleting such Option and provided further that if an adjustment is made to the Exercise Price as a result of the issuance or sale of any such Options or Convertible Securities, no further adjustment shall be made to the Exercise Price at the time such Options are exercised or Convertible Securities are converted. (d) Upon each adjustment of the Warrant Exercise Price, the Holder shall thereafter be entitled to purchase, at the Warrant Exercise Price resulting from such adjustment, the number of shares obtained by multiplying the Warrant Exercise Price in effect immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment and dividing the product thereof by the Warrant Exercise Price resulting from such adjustment. (de) If any Common Stock, Option or Convertible Security is issued or sold or deemed to have been issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Company therefor (net of discounts, commissions and related expenses). If any Common Stock, Option or Convertible Security is issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be the fair value of such consideration as of the date of receipt. If any Common Stock, Option or Convertible Security is issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving company, the amount of consideration therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such Common Stock, Option or Convertible Security, as the case may be. The fair value of any consideration other than cash and securities shall be determined jointly by the Company and Holders representing a majority of the holders of the Warrants issued pursuant to the Purchase Agreement. If such parties are unable to reach agreement within a reasonable period of time, the Holders representing a majority of the holders of the Warrants issued pursuant to the Purchase Agreement may, upon a reasonable good faith determination by such Holder that an appraisal is necessary, request in a timely manner that the fair value of such consideration be determined by an independent appraiser experienced in valuing such type of consideration jointly selected by the Company and the registered Holder of this Warrant. The determination of such appraiser shall be final and binding upon the parties, and the fees and expenses of such appraiser shall be borne by the Company. (f) In case any Option is issued in connection with the issue or sale of other securities of the Company, together comprising one integrated transaction in which no specific consideration is allocated to such Option by the parties thereto, the Option shall be deemed to have been issued for a consideration of $.001. (g) In the event that the Company shall at any time prior to the exercise of all Warrants declare a dividend (other than a dividend consisting solely of shares of Common Stock) or otherwise distribute to its stockholders any assets, property, rights, evidences or indebtedness, securities (other than shares of Common Stock), whether issued by the Company or by another, or any other thing of value, the Holder of the unexercised Warrants shall thereafter be entitled, in addition to the shares of Common Stock or other securities and property receivable upon the exercise thereof, to receive, upon the exercise of such Warrants, the same property, assets, rights, evidences of indebtedness, securities or any other thing of value that they would have been entitled to receive at the time of such dividend or distribution as if the Warrants had been exercised immediately prior to the record date for such dividend or distribution. At the time of any such dividend or distribution, the Company shall make appropriate reserves to ensure the timely performance of the provisions of this Section 4(g). (h) Upon any adjustment of the Warrant Exercise Price, the Company shall give prompt written notice thereof, by first class mail, postage prepaid, addressed thereof to the Holder at stating the address of the Holder as shown on the books of the Company, which notice shall state the Warrant Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of this Warrantwarrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

Adjustment. The Warrant Exercise Price shall be subject to adjustment from time to time as hereinafter provided in this Section 34: (a) If the Company at any time divides the outstanding shares of its Common Stock common stock into a greater number of shares (whether pursuant to a stock split, stock dividend or otherwise), and conversely, if the outstanding shares of its Common Stock common stock are combined into a smaller number of shares, or if the Company effects a transaction that has a similar effect, the Warrant Exercise Price in effect immediately prior to such division or combination shall be proportionately adjusted to reflect the reduction or increase in the value of each such common share. (b) If any stock dividend , capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation, or any other similar transaction corporation shall be effected in such a way that holders of the Company's Common Stock common stock shall be entitled to receive stock, securities or assets with respect to or in exchange for such Common Stockcommon stock, then, as a condition of such stock dividend, reorganization, reclassification, consolidation, merger or sale, the holder of this Warrant Holder shall have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Warrant and in lieu of the shares of the Common Stock common stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such shares of stock, other securities or assets as would have been issued or delivered to the holder of this Warrant Holder if it Holder had exercised this Warrant and had received such shares of Common Stock common stock immediately prior to such stock dividend, reorganization, reclassification, consolidation, merger or sale. The Company shall not effect any such consolidation, merger or sale, sale unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed and mailed to the Holder at the last address of the Holder appearing on the books of the Company, Company the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase. (c) If and whenever the Company shall (1) issue or sell any shares of its common stock for a per-share consideration less than the Warrant Exercise Price in effect immediately prior to the time of such issuance or sale, (2) issue or sell any warrants, options or other rights to acquire shares of its common stock at a purchase price less than the Warrant Exercise Price in effect immediately prior to the time of such issuance or sale, or (3) issue or sell any other securities that are convertible into shares of its common stock for a purchase or exchange price less than the Warrant Exercise Price in effect immediately prior to the time of such issuance or sale (except for the issuance or sale of shares of the Company's common stock pursuant to stock option plans, stock purchase plans or other employee stock incentive programs adopted by the Company's Board of Directors, or pursuant to business acquisition or lease financing transactions), then, upon such issuance or sale, the Warrant Exercise Price shall be reduced to the price (calculated to the nearest cent) determined by dividing (A) an amount equal to the sum of (1) the number of shares of the Company's common stock outstanding immediately prior to such issue or sale multiplied by the then existing Warrant Exercise Price and (2) the consideration, if any, received by the Company upon such issue or sale plus the consideration to be received by the Company upon the exercise of such stock purchase rights by (B) an amount equal to the sum of (1) the number of shares of its common stock outstanding immediately prior to such issue or sale and (2) the number of its shares of common stock thus issued or sold or issuable or saleable upon the exercise of such purchase rights or the conversion of such convertible securities; provided, however, that in the event that any such purchase right expires or is terminated prior to the exercise of this Warrant, the Warrant Exercise Price shall be recalculated by deleting such purchase right and provided further that if an adjustment is made to the Warrant Exercise Price as a result of the issuance or sale of any such purchase rights or convertible securities, no further adjustment shall be made to the Warrant Exercise Price at the time such purchase rights are exercised or convertible securities are converted. (d) Upon each any adjustment of the Warrant Exercise Price, the Holder shall thereafter be entitled to purchase, at the Warrant Exercise Price resulting from such adjustment, the number of shares obtained by multiplying the Warrant Exercise Price in effect immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment and dividing the product thereof by the Warrant Exercise Price resulting from such adjustment. (de) Upon any adjustment of the Warrant Exercise Pricewarrant exercise price, the Company shall give written notice thereofthereof to Holder, by first class mail, postage prepaid, addressed to the Holder at the address of the Holder as shown on the books of the Company, which notice shall state stating the Warrant Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

Adjustment. The Exercise Price and/or the number and type of securities issuable upon any exercise of this Warrant shall be subject to adjustment from time to time as hereinafter provided in this Section 3:. (a) a. If the Company Company, at any time time, divides the outstanding shares of its Common Stock into a greater number of shares (whether pursuant to a stock split, stock dividend or otherwise), and conversely, if the outstanding shares of its Common Stock are combined into a smaller number of shares, or if the Company effects a transaction that has a similar effect, number of Shares available upon any exercise of this Warrant and the Warrant Exercise Price in effect immediately prior to such division or combination shall be proportionately adjusted to reflect the reduction or increase in the value of each such common shareoutstanding shares. (b) b. If any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation, or any other similar transaction corporation shall be effected in such a way that holders of the Company's shares of Common Stock shall be entitled to receive stock, other securities or assets with respect to or in exchange for such shares of Common Stock, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, the holder of this Warrant shall have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Warrant and in lieu of the shares of the Common Stock of the Company Shares immediately theretofore purchasable and receivable upon the exercise of the rights represented herebythis Warrant, such shares of stock, other securities or assets as would have been issued or delivered to the holder of this Warrant Investor if it the Investor had exercised this Warrant and had received such shares of Common Stock Shares prior to such reorganization, reclassification, consolidation, merger or sale. The Company shall not effect any such consolidationconsolidation or merger unless, merger or sale, unless prior to the consummation thereof thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed and mailed to the Holder at the last address of the Holder appearing on the books of the Company, Investor (i) the obligation to deliver to the Holder Investor such shares of stock, other securities or assets as, in accordance with the foregoing provisions, the Holder Investor may be entitled to purchasepurchase and (ii) the other obligations of the Company set forth or referred to in this Warrant. (c) Upon each adjustment c. If, after the initial issuance of this Warrant to the Investor, the Company shall declare a dividend or distribution payable to holders of the Common Stock (whether payable in cash, securities or other assets of the Company), upon any exercise of this Warrant Exercise Price, the Holder Investor shall thereafter be entitled to purchasereceive, at and the Warrant Exercise Price resulting from Company shall promptly pay to the Investor, any such adjustmentdividend(s) and/or distribution(s) (as well as any other cash, securities or other assets which the number Investor would have received had it held any securities received in any such dividend(s) and/or distribution(s)), also giving effect to the other provisions of shares obtained by multiplying the Warrant Exercise Price in effect immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment and dividing the product thereof by the Warrant Exercise Price resulting from such adjustmentthis Section 3. (d) Upon d. Promptly following any adjustment of the Warrant Exercise Priceunder this Section 3, the Company shall give written notice thereof, thereof (by first class mail, postage prepaid, addressed ) to the Holder Investor (at the Investor's address of the Holder as shown on the books of the Company), which notice shall state the Warrant Exercise Price and number of Shares (or other securities or assets) resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of this Warrantadjustment, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. e. The terms of this Warrant shall be binding upon the successors of the Company.

Adjustment. The Warrant number of Outstanding Shares (as defined in Section 2 above) shall be subject to adjustment from time to time as hereinafter provided in this Section 3: (a) If the Company at any time divides the outstanding shares of its Common Stock into a greater number of shares (whether pursuant to a stock split, stock dividend or otherwise), and conversely, if the outstanding shares of its Common Stock are combined into a smaller number of shares, or if the Company effects a transaction that has a similar effect, the Warrant Exercise Price in effect number of Outstanding Shares immediately prior to such division or combination shall be proportionately adjusted to reflect the reduction or increase in the value number of each such common share. (b) If any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation, or any other similar transaction corporation shall be effected in such a way that holders of the Company's Common ’s Series C Preferred Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for such Common Series C Preferred Stock, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, the holder of this Warrant Holder shall have the right to purchase convert this Note and receive upon the basis and upon the terms and conditions specified in this Warrant Note and in lieu of the shares of the Common Series C Preferred Stock of the Company immediately theretofore purchasable and receivable upon the exercise conversion of the rights represented hereby, such shares of stock, other securities or assets as would have been issued or delivered to the holder of Holder if Holder had converted this Warrant if it had exercised this Warrant Note and had received such shares of Common Series C Preferred Stock immediately prior to such reorganization, reclassification, consolidation, merger or sale. The Company shall not effect any such consolidation, merger or sale, sale unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed and mailed to the Holder at the last address of the Holder appearing on the books of the Company, Company the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchasereceive. (c) Upon each adjustment of the Warrant Exercise Price, the Holder shall thereafter be entitled to purchase, at the Warrant Exercise Price resulting from such adjustment, the number of shares obtained by multiplying the Warrant Exercise Price in effect immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment and dividing the product thereof by the Warrant Exercise Price resulting from such adjustment. (d) Upon any adjustment of the Warrant Exercise Pricenumber of Outstanding Shares, the Company shall give written notice thereof, by first class mail, postage prepaid, addressed thereof to the Holder at stating the address number of the Holder as shown on the books of the Company, which notice shall state the Warrant Exercise Price Outstanding Shares resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price to be received upon the exercise conversion of this WarrantNote, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. (d) For purposes of this Note, any adjustment to the number of Outstanding Shares shall be deemed to have occurred immediately prior to the date of the Holder’s initial conversion of any outstanding principal amount of this Note.

Adjustment. The Warrant shall be subject to adjustment from time to time as hereinafter provided in this Section 3: (a) If Upon the effective date of the dissolution or liquidation of the Company, or of a reorganization, merger or consolidation of the Company with one or more corporations in which the Company will not survive as an independent, publicly owned corporation, or of a transfer of substantially all the property or more than eighty percent (80%) of the then outstanding shares of Stock of the Company to another corporation, this Option shall terminate unless provision be made in writing in connection with such transaction for the continuance of the Plan and for the assumption of this Option, or the substitution for this Option of new options covering the shares of a successor employer corporation, or a parent or subsidiary thereof, with appropriate adjustments as to number and kind of stock and prices in which event the Plan and this Option, or the new options substituted therefor, shall continue in the manner and under the terms so provided. In the event of such dissolution, liquidation, reorganization, merger, consolidation, transfer of assets or transfer of Stock, and if provision is not made in such transaction for the continuance of the Plan and for the assumption of this Option or the substitution for this Option of new options covering the capital stock of a successor employer corporation or a parent or subsidiary thereof, then the Optionee shall be entitled, prior to the effective date of any such transaction, to purchase the full number of shares of Stock under this Option that the Optionee would otherwise have been entitled to purchase during the remaining term of the Option. Upon the first purchase of shares of Stock pursuant to a tender offer or exchange offer, other than by the Company, for all or any part of the Stock, or upon the change of control of the Company other than pursuant to a tender offer, the Optionee shall be entitled, prior to the termination date of any such tender offer or at any time divides prior to and within two (2) weeks following such change of control to purchase the outstanding shares of its Common Stock into a greater full number of shares (whether pursuant of Stock under this Option that the Optionee otherwise would have been entitled to a stock split, stock dividend or otherwise), and conversely, if purchase during the outstanding shares remaining term of its Common Stock are combined into a smaller number of shares, or if the Company effects a transaction that has a similar effect, the Warrant Exercise Price in effect immediately prior to such division or combination shall be proportionately adjusted to reflect the reduction or increase in the value of each such common shareOption. (b) If Adjustments under this paragraph shall be made by the Board of Directors, whose determination as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. No fractional shares of Stock shall be issued pursuant to the Option or any capital reorganization such adjustment. No such adjustment under this Section shall be made so as to constitute a modification, extension or reclassification renewal of this Option within the meaning of such terms as set forth in Section 425(h) of the capital stock Internal Revenue Code of 1986, as amended (the Company"Code"), or consolidation or merger of so as to prevent the Company with another corporation, or the sale of all or substantially all of its assets to another corporation, or any other similar transaction corporation or subsidiary thereof, if the Optionee shall be effected in become employed by such a way that holders corporation by reason of the Company's Common Stock shall be entitled transaction in respect of which such adjustment is made, from being a corporation issuing or assuming this Option in a transaction to receive stock, securities or assets with respect to or in exchange for such Common Stock, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, the holder of this Warrant shall have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Warrant and in lieu which Section 425(a) of the shares of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such stock, securities or assets as would have been issued or delivered to the holder of this Warrant if it had exercised this Warrant and had received such shares of Common Stock prior to such reorganization, reclassification, consolidation, merger or sale. The Company shall not effect any such consolidation, merger or sale, unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed and mailed to the Holder at the last address of the Holder appearing on the books of the Company, the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchaseCode applies. (c) Upon each adjustment of the Warrant Exercise Price, the Holder shall thereafter be entitled to purchase, at the Warrant Exercise Price resulting from such adjustment, the number of shares obtained by multiplying the Warrant Exercise Price in effect immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment and dividing the product thereof by the Warrant Exercise Price resulting from such adjustment. (d) Upon any adjustment of the Warrant Exercise Price, the Company shall give written notice thereof, by first class mail, postage prepaid, addressed to the Holder at the address of the Holder as shown on the books of the Company, which notice shall state the Warrant Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

Adjustment. The Warrant Exercise Price for the Series D Preferred Stock issuable upon exercise of this Warrant or issuable upon a Transfer Conversion, shall be subject to adjustment from time to time as hereinafter provided in this Section 35: (a) If the Company at any time divides the outstanding shares of its Common Stock common stock into a greater number of shares (whether pursuant to a stock split, stock dividend or otherwise), and conversely, if the outstanding shares of its Common Stock common stock are combined into a smaller number of shares, or if the Company effects a transaction that has a similar effect, the Warrant Exercise Price for the Series D Preferred Stock in effect immediately prior to such division or combination of the Company's common stock shall be proportionately adjusted to reflect the reduction or increase in the value of each such common share. (b) If any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation, corporation or any other similar transaction a Change of Control shall be effected in such a way that holders of the Company's Common Stock common stock shall be entitled to receive stock, securities or assets with respect to or in exchange for such Common Stockcommon stock, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, the holder of this Warrant Holder shall have the right right, at its option, to (i) purchase and receive upon the basis and upon the terms and conditions specified in this Warrant and in lieu of the shares of the Common Series D Preferred Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such stockshares of Series D Preferred Stock or other securities as would have been issued or delivered to the Holder if Holder had exercised this Warrant and had received such shares of Series D Preferred Stock immediately prior to such reorganization, securities reclassification, consolidation, merger or sale; or (ii) purchase and receive upon the basis and upon the terms and conditions specified in this Warrant and in lieu of the shares of the Series D Preferred Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such assets as would have been issued or delivered to the holder of this Warrant Holder if it Holder had exercised this Warrant and had received such shares of Common Series D Preferred Stock immediately prior to such reorganization, reclassification, consolidation, merger or sale; or (iii) purchase and receive upon the basis and upon the terms and conditions specified in this Warrant, a warrant to purchase shares of stock or other securities as would have been issued or delivered to the Holder if Holder had exercised this Warrant and had received shares of Series D Preferred Stock immediately prior to such reorganization, reclassification, consolidation, merger or sale. With respect to (i), (ii) and (iii) above, in the case of a Change of Control (as defined herein), the Holder shall receive, at its option, the securities, assets or warrants described above as if it had not only exercised this Warrant, but had also participated in the transaction that resulted in the Change of Control. In the event such a Change of Control resulted from a tender offer or the issuance of additional securities by the Company, the Holder shall receive from the Company, at its option, an amount equal to the excess of the aggregate offer price over the aggregate Warrant Exercise Price, as the case may be. For purposes of the preceding sentence, the term "aggregate offer price" means the amount that would be paid to the Holder in connection with the Change of Control if the Holder had exercised this Warrant for shares of Series D Preferred Stock. For purposes of this Warrant, the term "Change of Control" means any sale or issuance or series of related sales or issuances of the Company's voting securities (or securities convertible into or exchangeable for voting securities) which results in any person or group of affiliated persons (i) owning more than 50% of the Company's voting securities outstanding at the time of such sale or issuances, or (ii) having the ability to elect a majority of the Company's Board of Directors. The Company shall not effect any such consolidation, merger or sale, sale unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed and mailed to the Holder at the last address of the Holder appearing on the books of the Company, Company the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase. (c) Upon each . Further adjustment of the Warrant Exercise Price, the Holder shall thereafter be entitled to purchase, at the Warrant Exercise Price resulting from such adjustmentshall be made for successive recapitalizations, reclassifications, consolidations, mergers, sale of assets or Changes of Control as shall be appropriate under the number of shares obtained by multiplying the Warrant Exercise Price in effect immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment and dividing the product thereof by the Warrant Exercise Price resulting from such adjustmentcircumstances. (d) Upon any adjustment of the Warrant Exercise Price, the Company shall give written notice thereof, by first class mail, postage prepaid, addressed to the Holder at the address of the Holder as shown on the books of the Company, which notice shall state the Warrant Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

Adjustment. The Warrant Exercise Price shall be subject to adjustment from time to time as hereinafter provided in this Section 3: (a) If the Company at any time divides the outstanding shares of its Common Stock common stock into a greater number of shares (whether pursuant to a stock split, stock dividend or otherwise), and conversely, if the outstanding shares of its Common Stock common stock are combined into a smaller number of shares, or if the Company effects a transaction that has a similar effect, the Warrant Exercise Price in effect immediately prior to such division or combination shall be proportionately adjusted to reflect the reduction or increase in the value of each such common share. (b) If any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation, or any other similar transaction corporation shall be effected in such a way that holders of the Company's Common Stock common stock shall be entitled to receive stock, securities or assets with respect to or in exchange for such Common Stockcommon stock, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, the holder of this Warrant Holder shall have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Warrant warrant and in lieu of the shares of the Common Stock common stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such shares of stock, other securities or assets as would have been issued or delivered to the holder of this Warrant Holder if it Holder had exercised this Warrant warrant and had received such shares of Common Stock common stock immediately prior to such reorganization, reclassification, consolidation, merger or sale. The Company shall not effect any such consolidation, merger or sale, sale unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed and mailed to the Holder at the last address of the Holder appearing on the books of the Company, Company the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase. (c) If the Company takes any other action, or if any other event occurs, which does not come within the scope of the provisions of Section 3(a) or 3(b), but which should result in an adjustment in the Warrant Exercise Price and/or the number of shares subject to this warrant in order to fairly protect the purchase rights of the Holder, an appropriate adjustment in such purchase rights shall be made by the Company. (d) Upon each adjustment of the Warrant Exercise Price, the Holder shall thereafter be entitled to purchase, at the Warrant Exercise Price resulting from such adjustment, the number of shares obtained by multiplying the Warrant Exercise Price in effect immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment and dividing the product thereof by the Warrant Exercise Price resulting from such adjustment. (de) Upon any adjustment of the Warrant Exercise Price, the Company shall give written notice thereof, by first class mail, postage prepaid, addressed thereof to the Holder at the address of the Holder as shown on the books of the Company, which notice shall state stating the Warrant Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of this Warrantwarrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

Adjustment. The Warrant Exercise Price shall be subject to adjustment from ---------- time to time as hereinafter provided in this Section 36: (a) If the Company at any time after the date of this Option divides the outstanding shares of its Common Company Stock into a greater number of shares (whether pursuant to a stock split, stock dividend or otherwise), and conversely, if the outstanding shares of its Common Company Stock are combined into a smaller number of shares, or if the Company effects a transaction that has a similar effect, the Warrant Exercise Price in effect immediately prior to such division or combination shall be proportionately adjusted to reflect the reduction or increase in the value of each such common share.share of Company Stock (b) If any stock dividend , capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation, or any other similar transaction corporation shall be effected in such a way that holders of the Company's Common Company Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for such Common Stockcommon stock, then, as a condition of such stock dividend, reorganization, reclassification, consolidation, merger or sale, the holder of this Warrant Holder shall have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Warrant Option and in lieu of the shares of the Common Stock of the Company Kontron Shares immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such shares of stock, other securities or assets as would have been issued or delivered to the holder of this Warrant Holder if it Holder had exercised this Warrant Option and had received such shares of Common Stock the Kontron Shares immediately prior to such stock dividend, reorganization, reclassification, consolidation, merger or sale. The Company shall not effect any such consolidation, merger or sale, sale unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed and mailed to the Holder at the last address of the Holder appearing on the books of the Company, Company the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase. (c) Upon each any adjustment of the Warrant Exercise Price, the Holder shall thereafter be entitled to purchase, at the Warrant Exercise Price resulting from such adjustment, the number of shares of Company Stock obtained by multiplying the Warrant Exercise Price in effect immediately prior to such adjustment by the number of shares Kontron Shares purchasable pursuant hereto immediately prior to such adjustment and dividing the product thereof by the Warrant Exercise Price resulting from such adjustment. (d) Upon any adjustment of the Warrant Exercise PricePrice in accordance with the foregoing, the Company shall give written notice thereofthereof to Holder, by first class mail, postage prepaid, addressed to and Company and Holder shall determine the Holder at the address of the Holder as shown on the books of the Company, which notice shall state the Warrant Exercise Price resulting from such adjustment and the increase or decrease, if any, in the adjusted number of shares purchasable at such price upon the exercise of Company Stock that Holder will then be entitled to purchase pursuant to this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is basedOption.

Adjustment. The Warrant Exercise Price shall be subject to adjustment ---------- from time to time as hereinafter provided in this Section 34: (a) If the Company at any time divides the outstanding shares of its Common Stock common stock into a greater number of shares (whether pursuant to a stock split, stock dividend or otherwise), and conversely, if the outstanding shares of its Common Stock common stock are combined into a smaller number of shares, or if the Company effects a transaction that has a similar effect, the Warrant Exercise Price in effect immediately prior to such division or combination shall be proportionately adjusted to reflect the reduction or increase in the value of each such common share. (b) If any stock dividend, capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation, or any other similar transaction corporation shall be effected in such a way that holders of the Company's Common Stock common stock shall be entitled to receive stock, securities or assets with respect to or in exchange for such Common Stockcommon stock, then, as a condition of such stock dividend, reorganization, reclassification, consolidation, merger or sale, the holder of this Warrant Holder shall have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Warrant and in lieu of the shares of the Common Stock common stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such shares of stock, other securities or assets as would have been issued or delivered to the holder of this Warrant Holder if it Holder had exercised this Warrant and had received such shares of Common Stock common stock immediately prior to such stock dividend, reorganization, reclassification, consolidation, merger or sale. The Company shall not effect any such consolidation, merger or sale, sale unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed and mailed to the Holder at the last address of the Holder appearing on the books of the Company, Company the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase. (c) Upon each adjustment If and whenever the Company shall (1) issue or sell any shares of the Warrant Exercise Price, the Holder shall thereafter be entitled to purchase, at the Warrant Exercise Price resulting from such adjustment, the number of shares obtained by multiplying its common stock for a per-share consideration less than the Warrant Exercise Price in effect immediately prior to the time of such adjustment issuance or sale, (2) issue or sell any warrants, options or other rights to acquire shares of its common stock at a purchase price less than the Exercise Price in effect immediately prior to the time of such issuance or sale, or (3) issue or sell any other securities that are convertible into shares of its common stock for a purchase or exchange price less than the Warrant Exercise Price in effect immediately prior to the time of such issuance or sale (except for the issuance or sale of shares of the Company's common stock pursuant to stock option plans, stock purchase plans or other employee stock incentive programs adopted by the Company's Board of Directors, or pursuant to business acquisition or lease financing transactions), then, upon such issuance or sale, the Warrant Exercise Price shall be reduced to the price (calculated to the nearest cent) determined by dividing (A) an amount equal to the sum of (1) the number of shares purchasable pursuant hereto of the Company's common stock outstanding immediately prior to such adjustment and dividing the product thereof issue or sale multiplied by the then existing Warrant Exercise Price resulting from such adjustment. and (d2) Upon any adjustment of the Warrant Exercise Price, the Company shall give written notice thereof, by first class mail, postage prepaid, addressed to the Holder at the address of the Holder as shown on the books of the Company, which notice shall state the Warrant Exercise Price resulting from such adjustment and the increase or decreaseconsideration, if any, in received by the Company upon such issue or sale plus the consideration to be received by the Company upon the exercise of such stock purchase rights by (B) an amount equal to the sum of (1) the number of shares purchasable at of its common stock outstanding immediately prior to such price issue or sale and (2) the number of its shares of common stock thus issued or sold or issuable or saleable upon the exercise of such purchase rights or the conversion of such convertible securities; provided, however, that in the event that any such purchase right expires or is terminated prior to the exercise of this Warrant, setting forth in reasonable detail the method Warrant Exercise Price shall be recalculated by deleting such purchase right and provided further that if an adjustment is made to the Warrant Exercise Price as a result of calculation and the facts upon which issuance or sale of any such calculation is basedpurchase rights or convertible securities, no further adjustment shall be made to the Warrant Exercise Price at the time such purchase rights are exercised or convertible securities are converted.

Adjustment. (a) The Warrant number of Merger Shares shall be subject to adjustment from time to time as hereinafter provided in this Section 3set forth below: (ai) If If, prior to the Company at any time divides Elected Merger, the number of outstanding shares of its USE Common Stock into a greater number of shares (whether pursuant to is increased by a stock split, stock dividend or otherwise)other similar event, and conversely, if the outstanding shares of its Common Stock are combined into a smaller number of sharesMerger Shares shall be proportionately increased, or if the Company effects number of outstanding shares of USE Common Stock is decreased by a transaction that has a combination or reclassification of shares or other similar effectevent, the Warrant Exercise Price in effect immediately prior to such division or combination number of Merger Shares shall be proportionately adjusted to reflect the reduction or increase in the value of each such common sharedecreased. (bii) If If, prior to the Elected Merger, there shall be any capital merger, consolidation, exchange of shares, recapitalization, reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation, or any other similar transaction shall be effected in such event, as a way that holders result of the Company's which shares of USE Common Stock shall be entitled to receive stockchanged into the same or a different number of shares of the same or another class or classes of stock or securities of USE or another entity, securities or assets with respect to or in exchange for such Common Stock, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, the holder of this Warrant then CSI shall thereafter have the right to purchase and receive upon the Elected Merger, upon the basis and upon the terms and conditions specified in this Warrant herein, and in lieu of the shares of the USE Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such stock, securities or assets as that would have been issued or delivered to issuable upon the holder of this Warrant Elected Merger if it such event had exercised this Warrant and had received not occurred, such shares of Common Stock prior to such reorganization, reclassification, consolidation, merger or sale. The Company shall not effect any such consolidation, merger or sale, unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed and mailed to the Holder at the last address of the Holder appearing on the books of the Company, the obligation to deliver to the Holder such shares of stock, stock and/or securities or assets as, in accordance with the foregoing provisions, the Holder as may be entitled issued or payable with respect to purchase. (c) Upon each adjustment of the Warrant Exercise Price, the Holder shall thereafter be entitled to purchase, at the Warrant Exercise Price resulting from such adjustment, or in exchange for the number of shares obtained by multiplying of USE Common Stock that were issuable upon the Warrant Exercise Price in effect Elected Merger if such Elected Merger had occurred immediately prior to such event, and in any such case appropriate provisions shall be made with respect to the rights and interests of CSI to the end that the provisions hereof (including, without limitation, provisions for adjustment by of the number of Merger Shares issuable upon exchange of the Class B Stock) shall thereafter be applicable, as nearly as may be practicable in relation to any shares purchasable pursuant hereto immediately prior to such adjustment and dividing of stock or securities thereafter deliverable upon the product thereof by the Warrant Exercise Price resulting from such adjustmentexercise hereof. (db) Upon any adjustment of the Warrant Exercise Pricenumber of Merger Shares, then and in each case the Company shall give written notice thereof, by first class mail, postage prepaid, addressed to the Holder at the address of the Holder as shown on the books of the CompanyCES in accordance with Section 9.1, which notice shall state the Warrant Exercise Price number of Merger Shares resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of this Warrantadjustment, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. (c) In case at any time: (i) USE shall declare any dividend upon its Common Stock payable in cash or stock or make any other distribution to the holders of its Common Stock; (ii) USE shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or other rights; (iii) there shall be any capital reorganization or reclassification of the capital stock of USE, or a consolidation or merger of USE with, or a sale of all or substantially all its assets to, another corporation; or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding up of USE; then, in any one or more of said cases, the Company shall give, by first class mail, postage prepaid, addressed to CES in accordance with Section 9.1, (x) at least 30 days' prior written notice of the date on which the books of USE shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, and (y) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least 30 days' prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause (x) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of USE Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (y) shall also specify the date on which the holders of USE Common Stock shall be entitled to exchange their USE Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, as the case may be, and in the case of such merger or sale, the aggregate consideration to be received by the holder of USE's capital stock.

Adjustment. The Warrant Exercise Price and/or the number and type of securities issuable upon any exercise of this Option shall be subject to adjustment from time to time as hereinafter provided in this Section 3:4. (a) a. If the Company at any time divides the outstanding shares of its Common Stock into a greater number of shares (whether pursuant to a stock split, stock dividend or otherwise), ) and conversely, if the outstanding shares of its Common Stock are combined into a smaller number of shares, or if the Company effects a transaction that has a similar effect, number of Shares available upon any exercise of this Option and the Warrant Exercise Price in effect immediately prior to such division or combination shall be proportionately adjusted to reflect the reduction or increase in the value of each such common shareoutstanding shares. (b) b. If any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation, or any other similar transaction corporation shall be effected in such a way that holders of the Company's shares of Common Stock shall be entitled to receive stock, other securities or assets with respect to or in exchange for such shares of Common Stock, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, the holder of this Warrant Option shall have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Warrant Option and in lieu of the shares of the Common Stock of the Company Shares immediately theretofore purchasable and receivable upon the exercise of the rights represented herebythis Option, such shares of stock, other securities or assets as would have been issued or delivered to the holder of this Warrant Optionee if it the Optionee had exercised this Warrant Option and had received such shares of Common Stock Shares prior to such reorganization, reclassification, consolidation, merger or sale. The Company shall not effect any such consolidationconsolidation or merger unless, merger or sale, unless prior to the consummation thereof thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed and mailed to the Holder at the last address of the Holder appearing on the books of the Company, Optionee (i) the obligation to deliver to the Holder Optionee such shares of stock, other securities or assets as, in accordance with the foregoing provisions, the Holder Optionee may be entitled to purchaseand (ii) the other obligations of the Company set forth in this Option. (c) Upon each adjustment of the Warrant Exercise Price, the Holder shall thereafter be entitled to purchase, at the Warrant Exercise Price resulting from such adjustment, the number of shares obtained by multiplying the Warrant Exercise Price in effect immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment and dividing the product thereof by the Warrant Exercise Price resulting from such adjustment. (d) Upon c. Promptly following any adjustment of the Warrant Exercise Priceunder this Section 4, the Company shall give written notice thereof, thereof (by first class mail, postage prepaid, addressed ) to the Holder Optionee (at the Optionee’s address of the Holder as shown on the books of the Company), which notice shall state the Warrant Exercise Price and number of Shares (or other securities or assets) resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of this Warrantadjustment, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

Adjustment. The Warrant Exercise Price for the Series D Preferred Stock issuable upon exercise of this Warrant or issuable upon a Transfer Conversion, shall be subject to adjustment from time to time as hereinafter provided in this Section 35: (a) If the Company at any time divides the outstanding shares of its Common Stock common stock into a greater number of shares (whether pursuant to a stock split, stock dividend or otherwise), and conversely, if the outstanding shares of its Common Stock common stock are combined into a smaller number of shares, or if the Company effects a transaction that has a similar effect, the Warrant Exercise Price for the Series D Preferred Stock in effect immediately prior to such division or combination of the Company's common stock shall be proportionately adjusted to reflect the reduction or increase in the value of each such common share. (b) If any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation, corporation or any other similar transaction a Change of Control shall be effected in such a way that holders of the Company's Common Stock common stock shall be entitled to receive stock, securities or assets with respect to or in exchange for such Common Stockcommon stock, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, the holder of this Warrant Holder shall have the right right, at its option, to (i) purchase and receive upon the basis and upon the terms and conditions specified in this Warrant and in lieu of the shares of the Common Series D Preferred Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such stockshares of Series D Preferred Stock or other securities as would have been issued or delivered to the Holder if Holder had exercised this Warrant and had received such shares of Series D Preferred Stock immediately prior to such reorganization, securities reclassification, consolidation, merger or sale; or (ii) purchase and receive upon the basis and upon the terms and conditions specified in this Warrant and in lieu of the shares of the Series D Preferred Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such assets as would have been issued or delivered to the holder of this Warrant Holder if it Holder had exercised this Warrant and had received such shares of Common Series D Preferred Stock immediately prior to such reorganization, reclassification, consolidation, merger or sale; or (iii) purchase and receive upon the basis and upon the terms and conditions specified in this Warrant, a warrant to purchase shares of stock or other securities as would have been issued or delivered to the Holder if Holder had exercised this Warrant and had received shares of Series D Preferred Stock immediately prior to such reorganization, reclassification, consolidation, merger or sale. The Company With respect to (i), (ii) and (iii) above, in the case of a Change of Control (as defined herein), the Holder shall receive, at its option, the securities, assets or warrants described above as if it had not effect any only exercised this Warrant, but had also participated in the transaction that resulted in the Change of Control. In the event such consolidation, merger or sale, unless prior to the consummation thereof the successor corporation (if other than the Company) resulting a Change of Control resulted from such consolidation or merger a tender offer or the corporation purchasing such assets shall assume issuance of additional securities by written instrument executed and mailed to the Holder at the last address of the Holder appearing on the books of the Company, the obligation to deliver Holder shall receive from the Company, at its option, an amount equal to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase. (c) Upon each adjustment excess of the aggregate offer price over the aggregate Warrant Exercise Price, as the Holder shall thereafter be entitled to purchase, at case may be. For purposes of the Warrant Exercise Price resulting from such adjustmentpreceding sentence, the number of shares obtained by multiplying term "aggregate offer price" means the Warrant Exercise Price in effect immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment and dividing the product thereof by the Warrant Exercise Price resulting from such adjustment. (d) Upon any adjustment of the Warrant Exercise Price, the Company shall give written notice thereof, by first class mail, postage prepaid, addressed amount that would be paid to the Holder at in connection with the address Change of Control if the Holder as shown on the books had exercised this Warrant for shares of the Company, which notice shall state the Warrant Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise Series D Preferred Stock. For purposes of this Warrant, setting forth the term "Change of Control" means any sale or issuance or series of related sales or issuances of the Company's voting securities (or securities convertible into or exchangeable for voting securities) which results in reasonable detail any person or group of affiliated persons (i) owning more than 50% of the method of calculation and the facts upon which such calculation is based.Company's voting securities

Adjustment. The Warrant warrant exercise price shall be subject to adjustment from time to time as hereinafter provided in this Section 3: (a) If the Company at any time divides the outstanding shares of its Common Stock common stock into a greater number of shares (whether pursuant to a stock split, stock dividend or otherwise), and conversely, if the outstanding shares of its Common Stock common stock are combined into a smaller number of shares, or if the Company effects a transaction that has a similar effect, the Warrant Exercise Price warrant exercise price in effect immediately prior to such division or combination shall be proportionately adjusted to reflect the reduction or increase in the value of each such common share. (b) If any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation, or any other similar transaction corporation shall be effected in such a way that holders of the Company's Common Stock common stock shall be entitled to receive stock, securities or assets with respect to or in exchange for such Common Stockcommon stock, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, the holder of this Warrant Holder shall have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Warrant warrant and in lieu of the shares of the Common Stock common stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such shares of stock, other securities or assets as would have been issued or delivered to the holder of this Warrant Holder if it Holder had exercised this Warrant warrant and had received such shares of Common Stock common stock immediately prior to such reorganization, reclassification, consolidation, merger or sale. The Company shall not effect any such consolidation, merger or sale, sale unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed and mailed to the Holder at the last address of the Holder appearing on the books of the Company, Company the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase. (c) If and whenever the Company shall (1) issue or sell any shares of its common stock for a consideration per share less than the warrant exercise price in effect immediately prior to the time of such issuance or sale, (2) issue or sell any warrants, options or other rights to acquire shares of its common stock at a purchase price less than the warrant purchase price in effect immediately prior to the time of such issuance or sale or (3) issue or sell any other securities that are convertible into shares of its common stock for a purchase or exchange price less than the warrant exercise price in effect immediately prior to the time of such issuance or sale (except for the issuance or sale of shares of the Company's common stock pursuant to stock option plans, purchase plans or other employee stock incentive programs adopted by the Company's Board of Directors, or pursuant to business acquisition or lease financing transactions), then, upon such issuance or sale, the warrant exercise price shall be reduced to the price (calculated to the nearest cent) determined by dividing (A) an amount equal to the sum of (1) the number of shares of the Company's common stock outstanding immediately prior to such issue or sale multiplied by the then existing warrant exercise price and (2) the consideration, if any, received by the Company upon such issue or sale plus the consideration to be received by the Company upon the exercise of such stock purchase rights by (B) an amount equal to the sum of (1) the number of shares of its common stock outstanding immediately prior to such issue or sale and (2) the number of its shares of common stock thus issued or sold or issuable or saleable upon the exercise of such purchase rights or the conversion of such convertible securities; provided, however, that in the event that any such purchase right expires or is terminated prior to the exercise of this warrant, the warrant exercise price shall be recalculated by deleting such purchase right and provided further that if an adjustment is made to the warrant exercise price as a result of the issuance or sale of any such purchase rights or convertible securities, no further adjustment shall be made to the warrant exercise price at the time such purchase rights are exercised or convertible securities are converted. (d) If the Company shall default in the due and punctual payment of any payment of principal or interest on the subordinated promissory note issued by the Company to the Holder pursuant to that certain Subscription and Note Purchase Agreement dated as of ________, 1999 by and between the Company and the Holder, the warrant exercise price shall be reduced to fifty percent (50%) of the warrant exercise price then in effect. Following any such adjustment pursuant to this Section 3(d), the other provisions of this Section 3 shall continue to apply. (e) Upon each adjustment of the Warrant Exercise Pricewarrant exercise price, the Holder shall thereafter be entitled to purchase, at the Warrant Exercise Price warrant exercise price resulting from such adjustment, the number of shares obtained by multiplying the Warrant Exercise Price warrant exercise price in effect immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment and dividing the product thereof by the Warrant Exercise Price warrant exercise price resulting from such adjustment. (df) Upon any adjustment of the Warrant Exercise Pricewarrant exercise price, the Company shall give written notice thereof, by first class mail, postage prepaid, addressed thereof to the Holder at stating the address of the Holder as shown on the books of the Company, which notice shall state the Warrant Exercise Price warrant exercise price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of this Warrantwarrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

Adjustment. The Warrant Exercise Price shall be subject to adjustment from time to time as hereinafter provided in this Section 36: (a) If the Company at any time after the date of this Option divides the outstanding shares of its Common Company Stock into a greater number of shares (whether pursuant to a stock split, stock dividend or otherwise), and conversely, if the outstanding shares of its Common Company Stock are combined into a smaller number of shares, or if the Company effects a transaction that has a similar effect, the Warrant Exercise Price in effect immediately prior to such division or combination shall be proportionately adjusted to reflect the reduction or increase in the value of each such common share.share of Company Stock (b) If any stock dividend , capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation, or any other similar transaction corporation shall be effected in such a way that holders of the Company's Common Company Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for such Common Stockcommon stock, then, as a condition of such stock dividend, reorganization, reclassification, consolidation, merger or sale, the holder of this Warrant Holder shall have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Warrant Option and in lieu of the shares of the Common Stock of the Company Kontron Shares immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such shares of stock, other securities or assets as would have been issued or delivered to the holder of this Warrant Holder if it Holder had exercised this Warrant Option and had received such shares of Common Stock the Kontron Shares immediately prior to such stock dividend, reorganization, reclassification, consolidation, merger or sale. The Company shall not effect any such consolidation, merger or sale, sale unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed and mailed to the Holder at the last address of the Holder appearing on the books of the Company, Company the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase. (c) Upon each any adjustment of the Warrant Exercise Price, the Holder shall thereafter be entitled to purchase, at the Warrant Exercise Price resulting from such adjustment, the number of shares of Company Stock obtained by multiplying the Warrant Exercise Price in effect immediately prior to such adjustment by the number of shares Kontron Shares purchasable pursuant hereto immediately prior to such adjustment and dividing the product thereof by the Warrant Exercise Price resulting from such adjustment. (d) Upon any adjustment of the Warrant Exercise PricePrice in accordance with the foregoing, the Company shall give written notice thereofthereof to Holder, by first class mail, postage prepaid, addressed to and Company and Holder shall determine the Holder at the address of the Holder as shown on the books of the Company, which notice shall state the Warrant Exercise Price resulting from such adjustment and the increase or decrease, if any, in the adjusted number of shares purchasable at such price upon the exercise of Company Stock that Holder will then be entitled to purchase pursuant to this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is basedOption.

Adjustment. The Warrant Exercise Price and the number of shares of Common Stock shall be subject to adjustment from time to time as hereinafter provided in this Section 3: (a) If the Company at any time divides the outstanding shares of its Common Stock common stock into a greater number of shares (whether pursuant to a stock split, stock dividend or otherwise), and conversely, if the outstanding shares of its Common Stock common stock are combined into a smaller number of shares, or if the Company effects a transaction that has a similar effect, the Warrant Exercise Price in effect immediately prior to such division or combination shall be proportionately adjusted to reflect the reduction or increase in the value of each such common share. (b) If any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation, or any other similar transaction corporation shall be effected in such a way that holders of the Company's Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for such Common Stock, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, the holder of this Warrant Holder shall have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Warrant warrant and in lieu of the shares of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such shares of stock, other securities or assets as would have been issued or delivered to the holder of this Warrant Holder if it Holder had exercised this Warrant warrant and had received such shares of Common Stock common stock immediately prior to such reorganization, reclassification, consolidation, merger or sale. The Company shall not effect any such consolidation, merger or sale, sale unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed and mailed to the Holder at the last address of the Holder appearing on the books of the Company, Company the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase. (c) If and whenever the Company shall (i) issue or sell any shares of Common Stock for a consideration per share less than the Warrant Exercise Price in effect immediately prior to the time of such issuance or sale, (ii) issue or sell any warrants, options or other rights to acquire shares of Common Stock at a purchase price less than the Warrant Exercise Price in effect immediately prior to the time of such issuance or sale or (iii) issue or sell any other securities that are convertible into shares of Common Stock for a purchase or exchange price less than the Warrant Exercise Price in effect immediately prior to the time of such issuance or sale (except for the issuance or sale of shares of Common Stock pursuant to the exercise of employee stock options that may be granted pursuant to employee stock option plans adopted by the Company's Board of Directors as of the date of this Warrant), then, upon such issuance or sale, the Warrant Exercise Price shall be reduced to the price at which such shares of Common Stock are being issued or sold by the Company or the price at which such other securities are exercisable or convertible into shares of Common Stock. (d) If the Company takes any other action, of if any other event occurs, which does not come within the scope of the provisions of Section 3(a), (b) or (c), but which should result in an adjustment in the Warrant Exercise Price and/or the number of shares subject to this warrant in order to fairly protect the purchase rights of the Holder, an appropriate adjustment in such purchase rights shall be made by the Company. (e) Upon each adjustment of the Warrant Exercise Price, the Holder shall thereafter be entitled to purchase, at the Warrant Exercise Price resulting from such adjustment, the number of shares obtained by multiplying the Warrant Exercise Price in effect immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment and dividing the product thereof by the Warrant Exercise Price resulting from such adjustment. (df) Upon any adjustment of the Warrant Exercise Price, the Company shall give written notice thereof, by first class mail, postage prepaid, addressed thereof to the Holder at the address of the Holder as shown on the books of the Company, which notice shall state stating the Warrant Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of this Warrantwarrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

Adjustment. The Warrant shall be subject to adjustment from time to time as hereinafter provided in this Section 3: (a) If the Company at 4.1 In case of any time divides the outstanding shares of its Common Stock into a greater number of shares (whether pursuant to a stock split, stock dividend or otherwise), and conversely, if the outstanding shares of its Common Stock are combined into a smaller number of shares, or if the Company effects a transaction that has a similar effect, the Warrant Exercise Price in effect immediately prior to such division or combination shall be proportionately adjusted to reflect the reduction or increase in the value of each such common share. (b) If any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with or into another corporation, corporation (other than a merger or consolidation in which the Company is the surviving or the sale of all continuing corporation), such successor corporation or substantially all of its assets to another corporation, or any other similar transaction shall be effected in such a way that holders of the Company's Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for such Common Stock, thenentity, as a condition of such reorganizationthe case may be, reclassification, consolidation, merger or sale, shall (i) execute with the holder of this Warrant Holder an agreement that the Holder shall have the right thereafter to purchase and receive upon the basis and upon the terms and conditions specified in this Warrant and in lieu of the shares of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such stock, Warrant the kind and amount of shares and/or other securities or assets as other property which he would have owned or have been issued or delivered entitled to receive after the holder happening of this Warrant if it had exercised this Warrant and had received such shares of Common Stock prior to such reorganization, reclassification, consolidation, merger or sale. The Company shall not effect any such consolidation, merger or sale, unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger had the Warrant been exercised immediately prior to such action, (ii) make effective provision in its certificate of its incorporation or otherwise, if necessary, in order to effect such agreement, and (iii) set aside or reserve for the corporation purchasing such assets shall assume by written instrument executed benefit of the Holder, the stock, securities, property and mailed cash to which the Holder at would be entitled to upon exercise of this Warrant. 4.2 In case the last address Company shall (A) pay a dividend or make a distribution on its shares of capital stock (B) subdivide or reclassify its outstanding capital stock into a greater number of shares, or (C) combine or reclassify its outstanding capital stock into a smaller number of shares or otherwise effect a reverse split, (other than a change in par value or from no par value to a specific par value), both the number of Warrant Shares and the Exercise Price shall be proportionately adjusted so that the Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares as the Holder would have owned had this Warrant been exercised immediately prior to such dividend, subdivision, combination or reclassification. 4.3 The above provisions of this section 4 shall similarly apply to successive reclassifications and changes of shares of capital stock of the Holder appearing on Company and to successive consolidations. 4.4 Upon the books occurrence of the Companyeach adjustment pursuant to this Section 4, the obligation to deliver to the Holder Company at its expense will promptly compute such shares of stock, securities or assets as, adjustment in accordance with the foregoing provisions, the Holder may be entitled to purchase. (c) Upon each adjustment terms of the this Warrant Exercise Price, the Holder shall thereafter be entitled to purchase, at the Warrant Exercise Price resulting from and prepare a certificate setting forth such adjustment, including a statement of the number of shares obtained by multiplying the Warrant adjusted Exercise Price in effect immediately prior to such adjustment by the and adjusted number or type of shares purchasable pursuant hereto immediately prior to such adjustment and dividing the product thereof by the Warrant Exercise Price resulting from such adjustment. (d) Upon any adjustment of the Warrant Exercise Price, the Company shall give written notice thereof, by first class mail, postage prepaid, addressed to the Holder at the address of the Holder as shown on the books of the Company, which notice shall state the Warrant Exercise Price resulting from such adjustment and the increase Shares or decrease, if any, in the number of shares purchasable at such price other securities issuable upon the exercise of this WarrantWarrant (as applicable), setting forth describing the transactions giving rise to such adjustments and showing in reasonable detail the method of calculation and the facts upon which such calculation adjustment is based, and promptly deliver such certificate to the Holder in accordance with the provisions of Section 9 hereof.

Adjustment. The Warrant shall be number of Conversion Shares issuable upon conversion of this Note or any portion thereof (or any shares of stock or other securities or property at the time receivable or issuable upon conversion of this Note or any portion thereof) and the Conversion Price Per Share therefor are subject to adjustment from time to time as hereinafter provided in upon the occurrence of any of the following events between the Original Issue Date and the date that all Obligations hereunder are repaid or this Section 3Note is converted into Conversion Shares: (ai) If The Conversion Price Per Share of this Note will be proportionally adjusted to reflect any stock dividend, stock split, reverse stock split, reclassification, recapitalization or other similar event affecting the number of outstanding Conversion Shares. In case of any reorganization, reclassification or similar event involving the Company (or of any other corporation the stock or other securities of which are at the time receivable on the conversion of this Note) after the Original Issue Date, or in case, after such date, the Company (or any such corporation) shall consolidate with or merge with another entity, then, and in each such case, the Holder, upon the conversion of this Note at any time divides after the outstanding shares of its Common Stock into a greater number of shares (whether pursuant to a stock split, stock dividend or otherwise), and conversely, if the outstanding shares of its Common Stock are combined into a smaller number of shares, or if the Company effects a transaction that has a similar effect, the Warrant Exercise Price in effect immediately prior to such division or combination shall be proportionately adjusted to reflect the reduction or increase in the value of each such common share. (b) If any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation, or any other similar transaction shall be effected in such a way that holders of the Company's Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for such Common Stock, then, as a condition consummation of such reorganization, reclassificationconsolidation or merger, consolidationwill be entitled to receive, merger or sale, the holder of this Warrant shall have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Warrant and in lieu of the shares of the Common Stock of the Company immediately theretofore purchasable stock or other securities and property receivable upon the exercise conversion of this Note prior to such consummation, the rights represented hereby, such stock, stock or other securities or assets as property to which the Holder would have been issued or delivered to entitled upon the holder consummation of this Warrant if it had exercised this Warrant and had received such shares of Common Stock prior to such reorganization, reclassificationconsolidation or merger if the Holder had converted this Note immediately prior thereto, consolidationsubject to further adjustment as provided in this Note, merger and, in such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) will be made in the application of the provisions in this Section with respect to the rights and interests thereafter of the Holder, to the end that the provisions set forth in this Section will thereafter be applicable, as nearly as reasonably may be, in relation to any securities or saleother property thereafter deliverable upon the conversion of this Note. The Company shall not effect successor or purchasing corporation in any such consolidationreorganization, consolidation or merger or sale, unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed will duly execute and mailed to the Holder at the last address of the Holder appearing on the books of the Company, the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase. (c) Upon each adjustment of the Warrant Exercise Price, the Holder shall thereafter be entitled to purchase, at the Warrant Exercise Price resulting from such adjustment, the number of shares obtained by multiplying the Warrant Exercise Price in effect immediately prior to such adjustment by the number of shares purchasable pursuant a supplement hereto immediately prior to such adjustment and dividing the product thereof by the Warrant Exercise Price resulting from such adjustment. (d) Upon any adjustment of the Warrant Exercise Price, the Company shall give written notice thereof, by first class mail, postage prepaid, addressed reasonably acceptable to the Holder at acknowledging such entity’s obligations under this Note and, in each such case, the address terms of the Holder as shown on Note will be applicable to the books shares of the Company, which notice shall state the Warrant Exercise Price resulting from such adjustment and the increase stock or decrease, if any, in the number of shares purchasable at such price other securities or property receivable upon the exercise conversion of this WarrantNote after the consummation of such reorganization, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is basedconsolidation or merger.

Adjustment. The Warrant shall be subject to adjustment from time to time as hereinafter provided in this Section 3: (a) If the Company at 4.1 In case of any time divides the outstanding shares of its Common Stock into a greater number of shares (whether pursuant to a stock split, stock dividend or otherwise), and conversely, if the outstanding shares of its Common Stock are combined into a smaller number of shares, or if the Company effects a transaction that has a similar effect, the Warrant Exercise Price in effect immediately prior to such division or combination shall be proportionately adjusted to reflect the reduction or increase in the value of each such common share. (b) If any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with or into another corporation, corporation (other than a merger or consolidation in which the Company is the surviving or the sale of all continuing corporation), such successor corporation or substantially all of its assets to another corporation, or any other similar transaction shall be effected in such a way that holders of the Company's Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for such Common Stock, thenentity, as a condition of such reorganizationthe case may be, reclassification, consolidation, merger or sale, shall (i) execute with the holder of this Warrant Holder an agreement that the Holder shall have the right thereafter to purchase and receive upon the basis and upon the terms and conditions specified in this Warrant and in lieu of the shares of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such stock, Warrant the kind and amount of shares and/or other securities or assets as other property which he would have owned or have been issued or delivered entitled to receive after the holder happening of this Warrant if it had exercised this Warrant and had received such shares of Common Stock prior to such reorganization, reclassification, consolidation, merger or sale. The Company shall not effect any such consolidation, merger or sale, unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger had the Warrant been exercised immediately prior to such action, (ii) make effective provision in its certificate of its incorporation or otherwise, if necessary, in order to effect such agreement, and (iii) set aside or reserve for the corporation purchasing such assets shall assume by written instrument executed benefit of the Holder, the stock, securities, property and mailed cash to which the Holder at would be entitled to upon exercise of this Warrant. 4.2 In case the last address Company shall (A) pay a dividend or make a distribution on its shares of Capital Stock (B) subdivide or reclassify its outstanding Capital Stock into a greater number of shares, or (C) combine or reclassify its outstanding Capital Stock into a smaller number of shares or otherwise effect a reverse split, (other than a change in par value or from no par value to a specific par value), both the number of Warrant Shares and the Exercise Price shall be proportionately adjusted so that the Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares as the Holder would have owned had this Warrant been exercised immediately prior to such dividend, subdivision, combination or reclassification. 4.3 The above provisions of this section 4 shall similarly apply to successive reclassifications and changes of shares of capital stock of the Holder appearing on Company and to successive consolidations. 4.4 Upon the books occurrence of the Companyeach adjustment pursuant to this Section 4, the obligation to deliver to the Holder Company at its expense will promptly compute such shares of stock, securities or assets as, adjustment in accordance with the foregoing provisions, the Holder may be entitled to purchase. (c) Upon each adjustment terms of the this Warrant Exercise Price, the Holder shall thereafter be entitled to purchase, at the Warrant Exercise Price resulting from and prepare a certificate setting forth such adjustment, including a statement of the number of shares obtained by multiplying the Warrant adjusted Exercise Price in effect immediately prior to such adjustment by the and adjusted number or type of shares purchasable pursuant hereto immediately prior to such adjustment and dividing the product thereof by the Warrant Exercise Price resulting from such adjustment. (d) Upon any adjustment of the Warrant Exercise Price, the Company shall give written notice thereof, by first class mail, postage prepaid, addressed to the Holder at the address of the Holder as shown on the books of the Company, which notice shall state the Warrant Exercise Price resulting from such adjustment and the increase Shares or decrease, if any, in the number of shares purchasable at such price other securities issuable upon the exercise of this WarrantWarrant (as applicable), setting forth describing the transactions giving rise to such adjustments and showing in reasonable detail the method of calculation and the facts upon which such calculation adjustment is based, and promptly deliver such certificate to the Holder in accordance with the provisions of Section 10 hereof.

Adjustment. The Warrant warrant exercise price shall be subject to adjustment from time to time as hereinafter provided in this Section 3: (a) If the Company at any time divides the outstanding shares of its Common Stock common stock into a greater number of shares (whether pursuant to a stock split, stock dividend or otherwise), and conversely, if the outstanding shares of its Common Stock common stock are combined into a smaller number of shares, or if the Company effects a transaction that has a similar effect, the Warrant Exercise Price warrant exercise price(s) in effect immediately prior to such division or combination shall be proportionately adjusted to reflect the reduction or increase in the value of each such common share. (b) If any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation, or any other similar transaction corporation shall be effected in such a way that holders of the Company's Common Stock common stock shall be entitled to receive stock, securities or assets with respect to or in exchange for such Common Stockcommon stock, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, the holder of this Warrant Holder shall have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Warrant warrant and in lieu of the shares of the Common Stock common stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such shares of stock, other securities or assets as would have been issued or delivered to the holder of this Warrant Holder if it Holder had exercised this Warrant warrant and had received such shares of Common Stock common stock immediately prior to such reorganization, reclassification, consolidation, merger or sale. The Company shall not effect any such consolidation, merger or sale, sale unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed and mailed to the Holder at the last address of the Holder appearing on the books of the Company, the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase. (c) If the Company takes any other action, or if any other event occurs, which does not come within the scope of the provisions of Section 3(a) or 3(b), but which should result in an adjustment in the applicable warrant exercise price(s) and/or the number of shares subject to this warrant in order to fairly protect the purchase rights of the Holder, an appropriate adjustment in such purchase rights shall be made by the Company. (d) Upon each adjustment of the Warrant Exercise Pricewarrant exercise price(s), the Holder shall thereafter be entitled to purchase, at the Warrant Exercise Price warrant exercise price(s) resulting from such adjustment, the sum of the number of shares obtained by multiplying the Warrant Exercise Price each warrant exercise price in effect immediately prior to such adjustment by the number of shares purchasable pursuant hereto at such exercise price immediately prior to such adjustment and dividing the product thereof by the Warrant Exercise Price corresponding new warrant exercise price resulting from such adjustment. (d) Upon any adjustment of the Warrant Exercise Price, the Company shall give written notice thereof, by first class mail, postage prepaid, addressed to the Holder at the address of the Holder as shown on the books of the Company, which notice shall state the Warrant Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

Adjustment. The Warrant warrant exercise price shall be subject to adjustment from time to time as hereinafter provided in this Section 3: (a) If the Company at any time divides the outstanding shares of its the Common Stock into a greater number of shares (whether pursuant to a stock split, stock dividend or otherwise), and conversely, if the outstanding shares of its the Common Stock are combined into a smaller number of shares, or if the Company effects a transaction that has a similar effect, the Warrant Exercise Price warrant exercise price in effect immediately prior to such division or combination shall be proportionately adjusted to reflect the reduction or increase in the value of each such common share. (b) If any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation, or any other similar transaction corporation shall be effected in such a way that holders of the Company's Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for such Common Stock, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, the holder of this Warrant Holder shall have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Warrant warrant and in lieu of the shares of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such shares of stock, other securities or assets as would have been issued or delivered to the holder of this Warrant Holder if it Holder had exercised this Warrant warrant and had received such shares of Common Stock common stock immediately prior to such reorganization, reclassification, consolidation, merger or sale. The Company shall not effect any such consolidation, merger or sale, sale unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed and mailed to the Holder at the last address of the Holder appearing on the books of the Company, Company the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase. (c) If the Company takes any other action, or if any other event occurs, which does not come within the scope of the provisions of Section 3(a) or 3(b), but which should result in an adjustment in the warrant exercise price and/or the number of shares subject to this warrant in order to fairly protect the purchase rights of the Holder, an appropriate adjustment in such purchase rights shall be made by the Company. (d) Upon each adjustment of the Warrant Exercise Pricewarrant exercise price, the Holder shall thereafter be entitled to purchase, at the Warrant Exercise Price warrant exercise price resulting from such adjustment, the number of shares obtained by multiplying the Warrant Exercise Price warrant exercise price in effect immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment and dividing the product thereof by the Warrant Exercise Price warrant exercise price resulting from such adjustment. (de) Upon any adjustment of the Warrant Exercise Pricewarrant exercise price, the Company shall give written notice thereof, by first class mail, postage prepaid, addressed thereof to the Holder at stating the address of the Holder as shown on the books of the Company, which notice shall state the Warrant Exercise Price warrant exercise price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of this Warrantwarrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

Adjustment. The Warrant warrant exercise price shall be subject to adjustment ---------- from time to time as hereinafter provided in this Section 3: (a) If the Company at any time divides the outstanding shares of its Common Stock into a greater number of shares (whether pursuant to a stock split, stock dividend or otherwise), and conversely, if the outstanding shares of its Common Stock are combined into a smaller number of shares, or if the Company effects a transaction that has a similar effect, the Warrant Exercise Price warrant exercise price in effect immediately prior to such division or combination shall be proportionately adjusted to reflect the reduction or increase in the value of each such common shareshare of Common Stock. (b) If any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation, or any other similar transaction corporation shall be effected in such a way that holders of the Company's Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for such Common Stockcommon stock, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, the holder of this Warrant Holder shall have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Warrant warrant and in lieu of the shares of the Common Stock common stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such shares of stock, other securities or assets as would have been issued or delivered to the holder of this Warrant Holder if it Holder had exercised this Warrant warrant and had received such shares of Common Stock common stock immediately prior to such reorganization, reclassification, consolidation, merger or sale. The Company shall not effect any such consolidation, merger or sale, sale unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed and mailed to the Holder at the last address of the Holder appearing on the books of the Company, Company the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase. (c) Upon each adjustment of the Warrant Exercise Pricewarrant exercise price, the Holder shall thereafter be entitled to purchase, at the Warrant Exercise Price warrant exercise price resulting from such adjustment, the number of shares obtained by multiplying the Warrant Exercise Price warrant exercise price in effect immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment and dividing the product thereof by the Warrant Exercise Price warrant exercise price resulting from such adjustment. (d) Upon any adjustment of the Warrant Exercise Pricewarrant exercise price, the Company shall give written notice thereof, by first class mail, postage prepaid, addressed thereof to Holder stating the Holder at the address of the Holder as shown on the books of the Company, which notice shall state the Warrant Exercise Price warrant exercise price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of this Warrantwarrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.