Common use of Adjustment Clause in Contracts

Adjustment. The number of Warrant Shares purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement shall be subject to adjustment from time to time upon the occurrence of certain events, as follows: a. In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, (i) the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on such record date, and (ii) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared. c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairment.

Adjustment. The number of Warrant Shares purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement shall be subject to adjustment from time to time upon the occurrence of certain events, as follows: a. (a) In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. (b) In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, (i) the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on such record date, and (ii) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared. c. (c) The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairment.

Adjustment. The number of Warrant Shares purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement shall be subject to adjustment from time to time upon the occurrence of certain events, as follows: a. In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. In the case the Company Corporation shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, (i) the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on such record date, and (ii) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared. c. The Company will notIn the event the Corporation shall make or issue, by amendment or fix a record date for the determination of its certificate holders of incorporation shares of Common Stock entitled to receive, a dividend or through other distribution payable in any reorganizationsecurities of the Corporation other than shares of Common Stock (including, recapitalizationbut not limited to, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary actionclass of capital stock or debt securities), avoid or seek then and in each such event the Board shall, to avoid the observance or performance of any fullest extent permitted by law, take all lawful actions so that the Warrantholder shall receive upon exercise of the terms purchase rights evidenced by this Warrant Agreement, in addition to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out number of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights Warrant Shares receivable upon exercise of the purchase rights evidenced by this Warrant Agreement, the number of such other securities of the Corporation which the Warrantholder would have received had the purchase rights evidenced by this Warrant Agreement been exercised on the date of such event and had such holder thereafter, during the period from the date of such event to and including the date of exercise, retained such securities receivable by such holder as aforesaid during such period, giving application to all adjustments called for during such period under this Section 5 against impairmentas applied to such distributed securities.

Adjustment. The If any of the following events shall occur at any time or from time to time prior to the exercise of this Warrant, the following adjustments shall be made in the Exercise Price and/or the number of Warrant Shares shares then purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement shall be subject to adjustment from time to time upon the occurrence of certain eventsWarrant, as follows:applicable. a. (a) In case the Company shall at any time subdivide its outstanding shares of Common Stock shall be subdivided into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision shall be proportionately reduced (but not below the par value of the Common Stock) and the number of shares or purchasable under this Warrant shall be proportionately increased; and conversely, in case the Common Stock of the Company shall be combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock Exercise Price in effect immediately prior to such subdivision or combination is equal to the proportion of shall be proportionately increased and the number of Warrant Shares issuable upon exercise shares purchasable hereunder shall be proportionately reduced. (b) If the Company shall declare a dividend on its Common Stock payable in shares, options, interests, participations or other equivalents of or in the Company, including, without limitation, common stock, warrants, preferred stock, convertible debentures and all other convertible securities (the "Stock") or other securities of the purchase rights evidenced by this Warrant Agreement Company or any other corporation, or in cash or other property, to the total number holders of outstanding shares record of Common Stock immediately after as of a date prior to the date of exercise of this Warrant, Holder shall, without additional cost, be entitled to receive upon the exercise of this Warrant, in addition to the Common Stock to which Holder is otherwise entitled upon such subdivision or combinationexercise, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price number of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. In the case the Company shall hereafter declare a dividend or distribution to all holders shares of the outstanding shares Stock or other securities, cash or property that Holder would have been entitled to receive if Holder had been a holder of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, (i) the numerator of which shall be the number of shares of Common Stock outstanding at the close that Holder actually receives upon exercise of business this Warrants on such record date. (c) In case of any capital reorganization or reclassification of the Common Stock, and (ii) or the denominator consolidation or merger of which the Company with or into another corporation, or any sale of all or substantially all of the Company's property or assets, or any liquidation of the Company, Holder, upon the exercise of this Warrant on or before the record date for determination of stockholders entitled thereto, shall be receive, in lieu of any shares of Common Stock, the sum proportionate share of (x) all stock, securities or other property issued, paid or delivered for or on all of the number of Common Stock as is allocable to the shares of Common Stock outstanding then exercisable under this Warrant. (d) In the event the Company, at any time after the close of business on such record date and (y) the total number of hereof, shall issue or sell additional shares of Common Stock constituting or securities exercisable or exchangeable for, or convertible into, shares of Common Stock without consideration or for a consideration per share less than the Exercise Price in effect immediately prior to such dividend issue, then and in such event, the Exercise Price shall be reduced, concurrently with such issue, to a price equal to the consideration per share received by the Company for such issue; provided, however, that no adjustment shall be made pursuant to this Section 5(d) upon the issuance of Common Stock issued in connection with (i) a merger, consolidation or distribution. If any dividend or distribution reorganization of the type described in this Section 5(bCompany; (ii) is declared but not so paid or made, pursuant to any registered public offering of the number of Warrant Shares issuable Company's Common Stock; (iii) upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted options granted pursuant to the number of Warrant Shares that would be issuable upon Company's stock option plans; or (iv) if the exercise price is the same or higher than the Exercise Price, issuance of the purchase rights evidenced by this Bank Warrant Agreement if such dividend or distribution had not been declared. c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid and the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist Bank Shares (as each is defined in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairmentPurchase Agreement).

Adjustment. The number of Warrant Shares purchasable upon Exercise Price for the exercise of the purchase rights evidenced by this Warrant Agreement Warrants in effect from time to time shall be subject to adjustment from time to time upon the occurrence of certain events, as follows: a. In case (a) If the Company, at any time while this Warrant is outstanding: (i) subdivides outstanding shares of Common Stock shall be subdivided into a greater larger number of shares, (ii) combines (including by way of reverse stock split) outstanding shares or combined of Common Stock into a smaller number of shares, the number or (iii) issues by reclassification of Warrant Shares to be received by the Warrantholder upon exercise shares of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion Common Stock any shares of capital stock of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combinationCompany, and then in each case the Exercise Price shall be proportionately adjusted such that multiplied by a fraction of which the aggregate Exercise Price numerator shall be the number of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock(excluding treasury shares, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing if any) outstanding immediately before such number by a fraction, (i) the numerator event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment required by this Section 2(a) shall be made immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. (b) If the Company, at any time while this Warrant is outstanding, shall distribute to all or substantially all holders of Common Stock (and not to the close Holder) evidence of business on its indebtedness or assets (including cash and cash dividends) or rights or warrants to subscribe for or purchase any security other than the Common Stock, then in each such case the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to the record date, date fixed for determination of stockholders entitled to receive such distribution by a fraction of which (i) the denominator shall be the Fair Market Value per share of Common Stock determined as of the record date mentioned above and (ii) the denominator of which numerator shall be the sum of (x) the number of shares such Fair Market Value per share of Common Stock outstanding at the close of business on such record date less the then per share fair market value at such record date of the portion of such evidence of indebtedness or assets (including cash and (ycash dividends) or rights or warrants to subscribe for or purchase any security other than the total number Common Stock so distributed applicable to one outstanding share of shares the Common Stock, which fair market value shall be reduced by the fair market value of consideration, if any, paid to the Company by holders of Common Stock constituting in exchange for such dividend evidence of indebtedness or distribution. If any dividend assets or distribution rights or warrants so distributed, in each case as such Fair Market Value is determined by the Board of Directors of the type Company in good faith. In either case, the adjustments shall be described in a statement provided to the Holder of the portion of evidences of indebtedness or assets (including cash and cash dividends) or rights or warrants to subscribe for or purchase any security other than the Common Stock so distributed or such subscription rights applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above. (c) All calculations under this Section 5(b2 shall be made to the nearest cent. (d) The Company shall not be required upon the exercise of this Warrant to issue any fractional shares. In the event that this Warrant is declared but not so paid or madebeing exercised in part, the exercise election may only be made with respect to whole shares. In the event that this Warrant is being exercised in full and a fractional share would otherwise be issuable upon such exercise of the Warrant, then the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again to be adjusted issued will be rounded up to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declarednext whole share. c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairment.

Adjustment. (a) The number of Warrant Shares purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement shall be hereunder are subject to adjustment from time to time upon the occurrence of certain eventstime, as follows: a. In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. In the case (i) If the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of at any time subdivides its Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by pursuant to this Warrant Agreement shall will be increased proportionately increased. If the Company at any time combines its Common Stock, the number of Warrant Shares issuable pursuant to this Warrant will be proportionately decreased. (ii) If the Company at any time pays a dividend payable in, or make any other distribution (except any distribution specifically provided for in the foregoing subsections (i)) of Common Stock, then the number of Warrant Shares issuable pursuant to this Warrant will be adjusted, from and after the date of determination of stockholders entitled to receive such dividend or distribution of stockholders to that number of Warrant Shares determined by dividing multiplying the number of Warrant Shares issuable immediately prior to such number date of determination by a fraction, fraction (i) the numerator of which shall will be the total number of shares of Common Stock outstanding at the close of business immediately after such dividend or distribution, calculated on such record datea fully diluted basis, and (ii) the denominator of which shall will be the sum of (x) the number of shares of Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting outstanding immediately prior to such dividend or distribution. If , calculated on a fully diluted basis. (iii) The number of shares reserved for issuance pursuant to this Warrant will automatically be adjusted without further action by the Company in the event of any dividend or distribution adjustment of the type described in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon pursuant to this Warrant. (b) In the event of a merger, consolidation, recapitalization, combination or exchange of Common Stock occurring after the date hereof pursuant to which the Company is not the surviving entity (an ''Acquisition''), the Company covenants that it will obtain from the acquiring entity, as a condition to the closing of such transaction or event, the right for the Holder to exchange this Warrant, at its sole option and in lieu of exercise hereof, for a warrant to purchase the equivalent number of shares of the equivalent class of shares of the acquiring entity on a fully diluted basis. The period of exercise of such new warrant shall be equal to the purchase rights evidenced by remaining duration of the exercise period of this Warrant Agreement shall again be adjusted Warrant. If, as a result of such Acquisition, the shareholders of the Company immediately prior to such Acquisition own at least a majority of the shares of voting capital stock, assuming full exercise or conversion of all securities exercisable for or convertible into such voting capital stock, outstanding after such Acquisition and are entitled upon liquidation to receive a majority of the assets of the surviving entity, then the method of calculating the number of Warrant Shares set forth in the first Paragraph hereof shall remain unaffected; otherwise, this Warrant shall, after such Acquisition, permit the Holder to purchase that percentage of Warrant Shares or other consideration of the acquiring entity which the Holder would be issuable upon exercise entitled to receive as a result of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared. c. The Company will notmerger, by amendment of its certificate of incorporation or through any reorganizationconsolidation, recapitalization, transfer combination or exchange of assetsshares if this Warrant had been exercised in full immediately prior to such merger, consolidation, mergerrecapitalization, dissolutioncombination or exchange of shares (or the record date, issue if any, for such transaction or sale of securities or any other voluntary action, avoid or seek to avoid event) for the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times same aggregate exercise price as provided for in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairmentWarrant.

Adjustment. The number (1) If, after the Effective Date of Warrant Shares purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement shall be subject to adjustment from time to time upon the occurrence of certain eventsAmendment Agreement, as follows: a. In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares Licensee or combined into a smaller number of sharesits Affiliates acquires any entity which, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision acquisition, sold PDC or combination is equal to PHS Covered Subscriber Units or Covered Infrastructure Equipment without a license from ITC for the proportion Licensed Patents, then Licensee shall pay ITC royalties of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, (i) the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on such record date$[**] for each PDC Covered Subscriber Unit and PHS Covered Subscriber Unit, and (ii) [**]% of the denominator Net Selling Price of which PDC or PHS Covered Infrastructure Equipment sold by such entity prior to such acquisition by Licensee; provided, however, that if such _____________ ** Material has been omitted and filed separately with the commission. acquisition occurs later than twelve (12) months after the Effective Date of this Amendment, Licensee shall have the option, to be exercised via written notice to ITC within sixty (60) days of the sum completion date of (x) the number of shares of Common Stock outstanding such acquisition, to have such sales be construed as unlicensed. In such situation, ITC shall have recourse to seek damages and/or royalties from any entity, including Licensee or its Affiliates, against whom legal action may be brought. In addition, provided such entity, at the close time of business on such record date and being acquired by Licensee, had annual sales of PDC and/or PHS Covered Subscriber Units in excess of [**] units, in the aggregate, or had annual sales of PDC or PHS Covered Infrastructure Equipment of [**] U.S Dollars (y) the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described in this Section 5(b) is declared but not so paid or made$US [**]), the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement parties shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared. c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times negotiate in good faith assist an equitable adjustment to the lump sum amount provided in Article 1 herein for sales after the date of the acquisition, provided that in lieu of adjustment to the lump sum amount provided in Article 1 herein, Licensee shall have the option to pay royalties to ITC at the royalty rates provided for in (i) and (ii) above with respect to PDC or PHS Covered Subscriber Units or Covered Infrastructure Equipment sold by, or ascribed to, the acquired entity after the date of the acquisition. Such negotiated adjustment amount will be based upon the ratio of Licensee and its Affiliates' total sales of the PDC and PHS Covered Subscriber Units and Covered Infrastructure Equipment from the period January 1, 1995 through December 31, 2001 and the acquired entities sales of the PDC and PHS Covered Subscriber Units and Covered Infrastructure Equipment over the same period, less any royalties, if any, paid by Licensee for sales by the acquired entity prior to the date of acquisition pursuant to the first sentence of this Article 5. Any dispute as to the adjustment amount owed shall be made subject to resolution under the Dispute Resolution Procedures of the Prior Agreement. The parties shall also negotiate such an adjustment amount if Licensee acquires, over time, a number of ________________ ** Material has been omitted and filed separately with the commission. entities, such that, in the carrying out aggregate, there existed annual sales of all at least [**] Covered Subscriber Units or [**] U.S Dollars ($[**] US) of Covered Infrastructure revenue at the provisions time of being acquired by Licensee. Sales by the acquired entities of non-PDC and non-PHS Covered Subscriber Units and Covered Infrastructure Equipment after the time of being acquired by Licensee, shall be controlled by the Prior Agreement. For sales by the acquired entities of non-PDC and non-PHS Covered Subscriber Units and Covered Infrastructure Equipment prior to the time of being acquired by Licensee, then Licensee shall pay ITC royalties of (i) $[**]US for each non-PDC Covered Subscriber Unit and non-PHS Covered Subscriber Unit, and (ii) [**]% of the Net Selling Price of non-PDC or non-PHS Covered Infrastructure Equipment; provided, however, that if such acquisition occurs later than twelve (12) months after the Effective Date of this Section 5 and in Amendment, Licensee shall have the taking of all such lawful action as may option, to be necessary or appropriate in order exercised via written notice sent to protect the rights ITC within sixty (60) days of the Warrantholder under this Section 5 against impairmentconclusion date of such acquisition, to have such sales be construed as unlicensed. (2) To the extent Licensee or its Affiliates acquires an entity already licensed by ITC to the Licensed Patents, for the first twelve (12) months after the acquisition, the royalty obligation of such entity for royalty obligated sales volumes related to such entity shall be defined in such other license agreement with ITC. After the 12 month period, royalty obligations for all PDC and PHS Covered Subscriber Units and Covered Infrastructure Equipment sales made by, or ascribed to, the previously licensed acquired entity shall be determined as set forth in paragraph (1) above (as for unlicensed entities, either as an adjustment to the lump sum or running royalties, at Licensee's option); and royalty obligations for all non-PDC and non-PHS Covered Subscriber Units and Covered Infrastructure Equipment sales made by, or ascribed to, the previously licensed acquired ____________ ** Material has been omitted and filed separately with the commission. entity after such acquisition shall be controlled by the terms of the Prior Agreement. (3) The above paragraphs (1) and (2) shall not apply in cases Licensee or its Affiliates acquires Licensee or any entity which is already Licensee's Affiliates at the time immediately prior to the acquisition.

Adjustment. The number of Warrant Shares purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement shall be subject to adjustment from time to time upon the occurrence of certain events, as follows: a. (a) In case the outstanding shares of Non-Voting Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Non-Voting Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Non-Voting Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. (b) In the case the Company Corporation shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Non-Voting Common Stock in shares of Non-Voting Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, (i) the numerator of which shall be the number of shares of Non-Voting Common Stock outstanding at the close of business on such record date, and (ii) the denominator of which shall be the sum of (x) the number of shares of Non-Voting Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Non-Voting Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared. c. The Company will not(c) In the event the Corporation shall make or issue, by amendment or fix a record date for the determination of its certificate holders of incorporation shares of Non-Voting Common Stock entitled to receive, a dividend or through other distribution payable in any reorganizationsecurities of the Corporation other than shares of Non-Voting Common Stock (including, recapitalizationbut not limited to, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary actionclass of capital stock or debt securities), avoid or seek then and in each such event the Board shall, to avoid the observance or performance of any fullest extent permitted by law, take all lawful actions so that the Warrantholder shall receive upon exercise of the terms purchase rights evidenced by this Warrant Agreement, in addition to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out number of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights Warrant Shares receivable upon exercise of the purchase rights evidenced by this Warrant Agreement, the number of such other securities of the Corporation which the Warrantholder would have received had the purchase rights evidenced by this Warrant Agreement been exercised on the date of such event and had such holder thereafter, during the period from the date of such event to and including the date of exercise, retained such securities receivable by such holder as aforesaid during such period, giving application to all adjustments called for during such period under this Section 5 against impairmentas applied to such distributed securities.

Adjustment. The number (a) Within sixty (60) days after the Closing Date, Buyer shall prepare and deliver to Parent and Seller a written certificate executed by an officer of Warrant Shares purchasable upon Buyer (the exercise “Adjustment Statement”) setting forth in reasonable detail Buyer’s calculation of the purchase rights evidenced by this Warrant Agreement shall be subject to adjustment from time to time upon the occurrence of certain events, as follows: a. In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, (i) the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on such record dateProperty Adjustment Amount, and (ii) the denominator of which shall be the sum of Closing Date Credit Amount and (xiii) the number of shares of Common Stock outstanding at Closing Date Working Capital, in each case determined in accordance with the close of business on Calculation Principles, as applicable. The Adjustment Statement shall include such record date schedules and data with respect to the determination thereof as may be appropriate to support the calculations set forth in the Adjustment Statement. (yb) Following the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution delivery of the type described in this Section 5(b) is declared but not so paid or madeAdjustment Statement, Buyer shall provide Parent, Seller and its and their respective Representatives with reasonable access to the number of Warrant Shares issuable upon exercise books and records and relevant personnel and properties of the purchase rights evidenced by this Warrant Agreement shall again be adjusted Acquired Companies to verify the number accuracy of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend amounts, as Parent or distribution had not been declaredSeller may reasonably request. c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid (c) If Parent and Seller disagree with the observance or performance calculation of any of the terms items set forth in the Adjustment Statement, Parent shall notify Buyer in writing of such disagreement (an “Objection Dispute”) within forty-five (45) days after receipt of the Adjustment Statement by Parent and Seller. Any Objection Dispute shall specify in reasonable detail the nature of any disagreement so asserted, and include all supporting schedules, analyses, working papers and other documentation. If Parent and Seller fail to deliver written notice of an Objection Dispute to Buyer within forty-five (45) days after delivery of the Adjustment Statement to Parent and Seller, the Adjustment Statement shall be observed or performed hereunder by deemed final and binding on Buyer, Seller and Parent for purposes of this Agreement. (d) If Parent and Seller timely deliver a notice of an Objection Dispute pursuant to Section 2.05(c), Buyer on the Company, but will at times one hand and Parent and Seller on the other hand shall negotiate in good faith assist to resolve any Objection Dispute, and any resolution agreed to in writing by Buyer on the carrying out one hand and Parent and Seller on the other hand shall be final and binding upon the Parties for purposes of this Agreement. If Buyer on the one hand and Parent and Seller on the other hand are unable to resolve all Objection Disputes within twenty (20) days of delivery of written notice of such Objection Disputes by Parent and Seller to Buyer, then the disputed matters shall, at the request of either Seller or Buyer, be referred for final determination to PricewaterhouseCoopers LLP (the “Accounting Arbitrator”) within fifteen (15) days thereafter. If such firm is unable or unwilling to serve, Buyer on the one hand and Parent and Seller on the other hand shall jointly select an Accounting Arbitrator from an independent accounting firm of national standing that has no material relationships with any of the Parties. If Buyer on the one hand and Parent and Seller on the other hand are unable to agree upon an Accounting Arbitrator within such time period, then the Accounting Arbitrator shall be an accounting firm of national standing designated by the American Arbitration Association in New York, New York. The Accounting Arbitrator shall only consider those items and amounts set forth on the Adjustment Statement as to which Buyer on the one hand and Parent and Seller on the other hand have disagreed and not resolved within the time periods, amounts and other terms specified in Section 2.05(c) and this Section 2.05(d) and must resolve all unresolved Objection Disputes in accordance with the terms and provisions of this Section 5 Agreement. The Accounting Arbitrator shall deliver to each of Buyer and Parent and Seller, as promptly as practicable and in any event within sixty (60) days after its appointment, a written report setting forth the taking resolution of all any unresolved Objection Disputes determined in accordance with the terms herein. In resolving any disputed item, the Accounting Arbitrator shall be bound by the principles set forth in this Section 2.05. The Accounting Arbitrator resolution shall be based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review and shall not assign a value to any item greater than the greatest value for such lawful action item claimed by either Buyer on the one hand or Parent and Seller on the other hand or less than the smallest value for such item claimed by either Buyer on the one hand or Parent and Seller on the other hand. Such report shall be final and binding upon the Parties for purposes of this Agreement. Upon the agreement of Buyer and Parent and Seller or the decision of the Accounting Arbitrator, or if Parent and Seller fail to deliver written notice of disagreement to Buyer within the forty-five (45) day period provided in Section 2.05(c), the Adjustment Statement, as adjusted (if necessary) pursuant to the terms of this Section 2.05(d), shall be deemed to be the final Adjustment Statement for purposes of this Section 2.05 (the “Final Adjustment Statement”) and shall be deemed to be final and binding on Buyer, Parent and Seller for purposes of this Agreement. Each of the Property Adjustment Amount, the Closing Date Credit Amount and the Closing Date Working Capital as shown on the Final Adjustment Statement shall be referred to as the “Final Property Adjustment Amount,” the “Final Closing Date Credit Amount” and the “Final Closing Working Capital,” respectively. The fees, expenses and costs of the Accounting Arbitrator shall be borne by Buyer on the one hand and Parent and Seller on the other hand, respectively, in the proportion that the aggregate dollar amount of the disputed items submitted to the Accounting Arbitrator by such Party that are unsuccessfully disputed by such Party (as finally determined by the Accounting Arbitrator) bears to the aggregate dollar amount of disputed items submitted by Buyer on the one hand and Parent and Seller on the other hand. (e) The “Adjustment Amount,” which may be necessary positive or appropriate negative, shall mean (i) the Final Closing Working Capital minus the Estimated Closing Date Working Capital, plus (ii) the Estimated Property Adjustment Amount minus the Final Property Adjustment Amount, plus (iii) the Estimated Closing Date Credit Amount minus the Final Closing Date Credit Amount. The Adjustment Amount shall be paid in order accordance with Sections 2.05(f) and 2.05(g). If the Adjustment Amount is zero, no payment shall be required to protect the rights of the Warrantholder be made under this Section 5 against impairment2.05. For the avoidance of doubt, all determinations and calculations of the components of the Adjustment Amount shall be made so as to avoid double counting (whether positive or negative) of any item or any duplicative additions to, or subtractions from, such components. (f) If the Adjustment Amount is a negative number, then Parent shall cause Seller to promptly (and no later than five (5) Business Days following the final determination of the Final Adjustment Statement pursuant to Section 2.05(d)) pay or cause to be paid to Buyer in cash by wire transfer of immediately available funds pursuant to instructions furnished by Buyer the Adjustment Amount. (g) If the Adjustment Amount is a positive number, then Buyer shall promptly (and no later than five (5) Business Days following the final determination of the Final Adjustment Statement pursuant to Section 2.05(d)) pay or cause to be paid to Seller in cash by wire transfer of immediately available funds pursuant to instructions furnished by Seller the Adjustment Amount. (h) Except to the extent otherwise required by applicable Law, the Parties agree to treat any payment made pursuant to this Section 2.05 as an adjustment to the purchase price for federal, state, local and foreign income Tax purposes. (i) Notwithstanding anything herein to the contrary, nothing in this Section 2.05 shall limit Buyer’s rights to be indemnified, held harmless and defended pursuant to Section 5.15 for any Loss that is indemnifiable by the Buyer Indemnifying Parties thereunder (other than Losses included in Closing Date Current Adjustment Liabilities for which Buyer received credit as part of the Closing Date Credit Amount as finally determined pursuant to this Section 2.05).

Adjustment. The number of Warrant Shares purchasable upon the exercise and Exercise Price of the purchase rights evidenced by this Warrant Agreement A Portion shall be subject to adjustment from time to time upon as follows (this provision shall not apply to the occurrence B Portion, which shall reflect any adjustments in the referenced options and warrants): (1) If the Company shall (A) declare a dividend or make a distribution on its Common Stock in shares of certain eventsits Common Stock, as follows: a. In case (B) subdivide or reclassify the outstanding shares of Common Stock shall be subdivided into a greater number of shares shares, or combined (C) combine or reclassify the outstanding Common Stock into a smaller number of shares, the number of Warrant Shares to be received by and Exercise Price in effect at the Warrantholder upon exercise time of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted record date for such that dividend or distribution or the proportion effective date of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or subdivision, combination, and the Exercise Price or reclassification shall be proportionately adjusted such so that the aggregate Exercise Price holder of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement exercised after such date shall be increased by dividing such number by a fraction, (i) the numerator of which shall be entitled to receive the number of shares of Common Stock outstanding at which he would have owned or been entitled to receive had this Warrant been exercised immediately prior to such date. Successive adjustments in the close of business on such record date, Warrant Shares and (ii) the denominator of which Exercise Price shall be made whenever any event specified above shall occur. (2) In case of any consolidation with or merger of the sum Company with or into another corporation, or in case of (x) any sale, lease or conveyance to another corporation of the assets of the Company as an entity or substantially as an entity, this Warrant shall after the date of such consolidation, merger, sale, lease or conveyance be exercisable for the number of shares of stock or other securities or property (including cash) to which the Common Stock outstanding issuable (at the close time of business on such record date consolidation, merger, sale, lease or conveyance) upon exercise of this Warrant would have been entitled upon such consolidation, merger, sale, lease or conveyance; and (y) in any such case, if necessary, the total number provisions set forth herein with respect to the rights and interests thereafter of the holders of the Warrants shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to any shares of Common Stock constituting stock or other securities or property thereafter deliverable on the exercise of this Warrant. (3) No adjustment in the Exercise Price shall be required unless such dividend adjustment would require an increase or distributiondecrease of at least two cents ($.02) in such price; provided, however, that any adjustments which by reason of this Subsection (3) are not required to be made shall be carried forward and taken into account in any subsequent adjustment required to be made hereunder. If All calculations under this Section (f) shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. Anything in this Section (f) to the contrary notwithstanding, the Company shall be entitled, but shall not be required, to make such changes in the Exercise Price, in addition to those required by this Section (f), as it shall determine, in its sole discretion, to be advisable in order that any dividend or distribution in shares of Common Stock, or any subdivision, reclassification or combination of Common Stock, hereafter made by the Company shall not result in any Federal Income tax liability to the holders of Common Stock or securities convertible into Common Stock (including the Warrants). (4) In the event that at any time, as a result of an adjustment made pursuant to this Section (f), the Holder of this Warrant thereafter shall become entitled to receive any shares of the type described Company, other than Common Stock, thereafter the number of such other shares so receivable upon exercise of this Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock contained in this Section 5(b(f). (5) is declared but not so paid Irrespective of any adjustments in the Exercise Price or made, the number or kind of Warrant Shares issuable shares purchasable upon exercise of the purchase rights evidenced by this Warrant, Warrant Agreement shall again be adjusted to the number Certificates theretofore or thereafter issued upon exchange, transfer, assignment, loss of Warrant Shares that would be issuable certificate or upon exercise in part may continue to express the same price and number and kind of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared. c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist shares as were stated in the carrying out of all Warrant Certificates when the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairmentsame were originally issued.

Adjustment. The number and kind of Warrant Shares purchasable upon shares of capital stock of the Company which may be purchased by the exercise of one Warrant shall be subject to adjustment as follows: (a) In case the Company after the Date of Issue shall: (i) subdivide its outstanding shares of Common Stock into a greater number of shares; (ii) combine its outstanding shares of Common Stock into a smaller number of shares; or (iii) issue any shares of capital stock of the Company by reclassification of its shares of Common Stock, then the Holders shall be entitled to purchase by exercise of one Warrant the number and kind of shares of Common Stock which the Holders would have owned or have been entitled to receive had one Warrant been exercised immediately prior to the effective date. Such adjustment shall be made successively whenever any of the events listed above shall occur and shall become effective retroactively immediately after the effective date. (b) In case the Company after the Date of Issue shall distribute to all holders of Common Stock evidences of the Company's indebtedness or assets (excluding cash dividends or cash distributions payable out of earnings or earned surplus) or options, warrants or rights evidenced or convertible or exchangeable securities containing the right to subscribe or purchase shares of Common Stock, then in each such case the number of shares of Common Stock the Holders shall be entitled to purchase by exercise of one Warrant shall be adjusted to be the product of the number of shares of Common Stock the Holders shall be entitled to purchase by exercise of one Warrant immediately prior thereto multiplied by a fraction, of which the numerator shall be the current market price per share of Common Stock on the record date for determination of shareholders of the Company entitled to receive such distribution, and of which the denominator shall be such current market price per share of Common Stock, less the fair market value (as reasonably determined by the Board of Directors of the Company, whose determination shall be described in a statement given to the Holders) of the portion of the assets or evidences of indebtedness or options, warrants or rights or convertible or exchangeable securities containing the right to subscribe for or purchase shares so distributed applicable to one share of Common Stock. Such adjustment shall be made successively whenever any such distribution is made and shall become effective retroactively immediately after the record date for the determination of holders of Common Stock entitled to receive such distribution. (c) No adjustment in the number of shares of Common Stock the Holders shall be entitled to purchase by exercise of one Warrant shall be required unless such adjustment would require an increase or decrease of at least one percent in the number of shares of Common Stock; provided, however, that any adjustments which by reason of this subparagraph (c) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All computations made pursuant to the provisions of this paragraph 2 shall be made to the nearest cent or to the share, as the case may be. (d) Whenever the number of shares of Common Stock the Holders shall be entitled to purchase by exercise of one Warrant Agreement shall be adjusted pursuant to the provisions hereof, the Company shall deliver within 7 days to the Holders an officers' certificate describing in reasonable detail the adjustment and the method of calculation used. Each such officers' certificate shall be signed by the president of the Company and by the secretary or assistant secretary of the Company. (e) For the purposes of any computation under this subparagraph 2(e), the current market price per share of Common Stock on any day shall be the applicable closing price on any such date. (f) If at any time, as a result of an adjustment made pursuant to the provisions of this paragraph 2, the Holders shall be entitled to purchase by exercise of one Warrant any shares of capital stock other than shares of Common Stock, thereafter the provisions of this paragraph 2 with respect to Common Stock shall apply on like terms to any such other shares and the number of such other shares shall be subject to adjustment from time to time upon the occurrence of certain events, in a manner and on terms as follows: a. In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement nearly equivalent as practicable to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal provisions with respect to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, (i) the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on such record date, and (ii) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared. c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairment.

Adjustment. The Under the Warrant Agreement, the Company may elect, upon any adjustment of the exercise price of the Warrants, to adjust the number of Warrant Shares Warrants outstanding in lieu of adjusting the number of shares of Common Stock purchasable upon the exercise of each Warrant, so that each Warrant outstanding after such adjustment shall represent the right to purchase rights evidenced by this Warrant Agreement shall be subject to adjustment from time to time upon the occurrence of certain events, as follows: a. In case the outstanding shares one share of Common Stock Stock. In such a case (i) the Underlying Warrant Purchase Price shall be subdivided into a greater number of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such become that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement price (calculated to the total number nearest 1/1,000 of outstanding shares of Common Stock one cent) determined by multiplying the Underlying Warrant Purchase Price in effect immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number adjustment by a fraction, (i) the numerator of which shall be the number exercise price of shares of Common Stock outstanding at the close of business on Warrants in effect immediately prior to such record date, adjustment and (ii) the denominator of which shall be the sum exercise price of the Warrants in effect immediately after such adjustment and (xii) each Underlying Warrant under this Managing Underwriters' Warrant that has not been purchased pursuant to the exercise of such Managing Underwriters' Warrant prior to such adjustment of the number of shares of Common Stock outstanding at the close of business on such record date and (y) the total Warrants shall become that number of shares Underlying Warrants (calculated to the nearest tenth) determined by multiplying the number one by a fraction, the numerator of Common Stock constituting such dividend or distribution. If any dividend or distribution which shall be the exercise price of the type described Warrants in effect immediately prior to such adjustment and the denominator of which shall be the exercise price of the Warrants in effect immediately after such adjustment. Upon each adjustment of such Underlying Warrants pursuant to this Section 5(b5, the Company shall, as promptly as practicable, cause to be distributed to each Managing Underwriters' Warrant Holder, on the date of such adjustment, Managing Underwriters' Warrant Certificates evidencing, subject to Section 6(b) is declared but not so paid or madehereof, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted additional Underlying Warrants to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if which such dividend or distribution had not been declared. c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairment.Managing

Adjustment. The number of Warrant Shares purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement shall be subject to adjustment from time to time upon the occurrence of certain events, as follows: a. In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, (i) In case at any time the Borrower shall pay or make a stock dividend or other distribution in Common Stock on any class of capital stock of the Borrower, the Conversion Price in effect at the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such dividend or other distribution shall be reduced so that the same shall equal the price determined by multiplying such Conversion Price by a fraction of which the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such record date, determination and (ii) the denominator of which shall be the sum of (x) the such number of shares of Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting such dividend or other distribution, such adjustment to become effective immediately after the opening of business on the day following the date fixed for such determination. (ii) In case at any time the Borrower shall (A) subdivide its outstanding Common Stock, (B) combine its outstanding Common Stock into a smaller number of shares, or (C) issue by reclassification of its Common Stock (including any such reclassification in connection with a consolidation or merger in which the Borrower is the surviving corporation) any shares, the Conversion Price in effect at the effective date of such subdivision, combination or reclassification shall be proportionately adjusted so that the Lender shall be entitled to receive after such time the aggregate number and kind of shares which, if the Loans or the unused portion of the Commitment had been converted immediately prior to such time, the Lender would have owned upon such conversion and been entitled to receive upon such subdivision, combination or reclassification. If Such adjustment shall be made successively whenever any event listed above shall occur. (iii) In case at any time the Borrower shall fix a record date for the making of a distribution, by dividend or otherwise, to all holders of its Common Stock, of evidences of its indebtedness or assets (including securities (including warrant, options and rights), but excluding any dividend or distribution referred to in Section 5(e)(i) and any regular quarterly cash dividend), then in each such case the Conversion Price in effect after such record date shall be determined by multiplying the Conversion Price in effect immediately prior to such record date by a fraction, of which the numerator shall be the total number of outstanding shares of Common Stock multiplied by the current market price per share of Common Stock (as defined in Section 5(e)(iv)) on such record date, less the fair market value (as determined by the Board of Directors of the type described borrower of the portion of the assets or evidences of indebtedness so to be distributed, and of which the denominator shall be the total number of outstanding shares of Common Stock multiplied by such current market price per share of Common Stock. Such adjustment shall be made successively whenever such a record date is fixed; and in this Section 5(b) the event that such distribution is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement Conversion Price shall again be adjusted to be the number Conversion Price which would then be in effect if such record date has not been fixed. (iv) For the purpose of Warrant Shares that would any computation under Sections 5(b) and 5(e)(iii), the current market price per share of Common Stock on any date shall be issuable upon exercise deemed to be the average of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declaredclosing prices on the New York Stock Exchange Composite Transaction Reporting System, as reported in the Wall Street Journal, for the 20 trading days immediately preceding the second trading day prior to the day in question. c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, (v) If the Borrower is a party to a merger, dissolutioncombination or other transaction which reclassifies or changes its outstanding Common Stock, issue the successor corporation shall enter into a supplemental agreement which shall provide that the Lender may convert into the kind and amount of securities, cash or sale other assets which the Lender would have owned after such transaction if the Lender had converted immediately prior to the consummation of securities or any other voluntary action, avoid or seek to avoid such transaction. (vi) The Borrower may make such downward adjustments in the observance or performance of any of the terms Conversion Price as it considers to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate advisable in order that any event treated for United States Federal income tax purposes as a dividend of stock or stock rights shall not be taxable to protect the rights of the Warrantholder under this Section 5 against impairmentrecipients.

Adjustment. The Effective at the time of the Distribution, each holder of Altria Deferred Stock that was granted on or after January 31, 2007 and before January 30, 2008 shall receive a number of Warrant Shares purchasable upon PMI Deferred Stock shares based on the exercise same ratio as holders of Altria Common Stock. Effective at the time of the purchase rights evidenced by this Warrant Agreement Distribution, each holder of Altria Deferred Stock that was granted on or after January 30, 2008 shall be subject to adjustment from time to time upon the occurrence of certain events, as follows: a. In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, receive (i) in the numerator case of which shall be a holder who is an employee of the Non-PMI Group on the Distribution Date, additional Altria Deferred Stock, such that following the Distribution Date the holder will have the number of shares of Common Altria Deferred Stock outstanding at the close of business on such record date, and (ii) the denominator of which shall be the sum of (x) equal to the number of shares of Common Altria Deferred Stock outstanding at held before the close Distribution multiplied by the ratio of business on such record date the Altria Pre-Adjustment Price to the Altria Post-Adjustment Price; and (yii) in the total case of a holder who is a PMI Group Employee on the Distribution Date, PMI Deferred Stock in substitution for such holder’s Altria Deferred Stock, such that following the Distribution Date the holder will have the number of shares of Common PMI Deferred Stock constituting such dividend or distribution. If any dividend or distribution of the type described in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted equal to the number of Warrant Shares that would be issuable upon exercise shares of Altria Deferred Stock held before the Distribution multiplied by the ratio of the purchase rights evidenced by this Warrant Agreement if such dividend Altria Pre-Adjustment Price to the PMI Price. Any fractional shares of Altria or distribution had not been declared. c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid PMI Deferred Stock resulting from the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist adjustment in the carrying out preceding sentence shall be paid to the holder in cash as soon as practicable following the Distribution Date; provided, however, that with respect to any individual holding Deferred Stock that is subject to Code Section 409A, any fractional shares of all Altria or PMI Deferred Stock shall instead be rounded up to a whole share of Altria or PMI Deferred Stock. The cash payment described above shall be made by Altria to individuals who are Non-PMI Group employees on the provisions of this Section 5 Distribution Date, and in by PMI to individuals who are PMI Group employees on the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairmentDistribution Date.

Adjustment. The number of Warrant Shares purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement shall be subject to adjustment from time to time upon the occurrence of certain events, as follows: a. In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement or any portion thereof (or any shares of stock or other securities or property at the time receivable or issuable upon exercise of this Warrant or any portion thereof) and the Exercise Price are subject to adjustment upon the total number occurrence of any of the following events between the Original Issue Date and the Termination Date: (i) The Exercise Price will be proportionally adjusted to reflect any stock dividend, stock split, reverse stock split, reclassification, recapitalization or other similar event affecting the outstanding shares of Common Stock. (ii) In case of any Change of Control Transaction or Fundamental Transaction (as such terms are defined in the Notes) then, the Holder, upon the exercise of this Warrant at any time after the consummation of such Change of Control Transaction or Fundamental Transaction (as the case may be), will be entitled to receive, in lieu of the stock or other securities and property receivable upon Exercise of this Warrant prior to such consummation, the stock or other securities or property to which the Holder would have been entitled upon the consummation of such Change of Control Transaction or Fundamental Transaction (as the case may be) if this Warrant had been converted immediately prior thereto, subject to further adjustment as provided in this Warrant, 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 2 with respect to the rights and interests thereafter of the Holder, to the end that the provisions set forth in this section 2 will thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the Exercise of this Warrant. The successor or purchasing corporation in any such reorganization, consolidation or merger (if other than the Company) will duly execute and deliver to the Holder a supplement hereto reasonably acceptable to the Holder acknowledging such entity’s obligations under this Warrant and, in each such case, the terms of the Note will be applicable to the shares of stock or other securities or property receivable upon the Exercise of this Warrant after the consummation of such reorganization, consolidation or merger. (iii) In case all the authorized Common Stock of the Company is converted, pursuant to the Company’s certificate or articles of incorporation, into other securities or property, or the Common Stock otherwise ceases to exist, then, in such case, the Holder, upon Exercise of this Warrant at any time after the date on which the Common Stock is so converted or ceases to exist (the “End Date”), will receive, in lieu of the number of Warrant Shares that would have been issuable upon such exercise immediately prior to such subdivision or combination is equal the End Date (the “Former Number of Warrant Shares”), the stock and other securities and property which the Holder would have been entitled to receive upon the End Date upon Exercise of this Warrant with respect to the proportion Former Number of Warrant Shares immediately prior to the End Date (all subject to further adjustment as provided in this Warrant). (iv) The Company will, at its expense, cause an authorized officer promptly to prepare a written certificate showing each adjustment or readjustment of the Conversion Price, or the number of Warrant Shares or other securities issuable upon Exercise of this Warrant and cause such certificate to be delivered to the Holder in accordance with the notice provisions of the Purchase Agreement. The certificate will describe the adjustment or readjustment and include a description in reasonable detail of the facts on which the adjustment or readjustment is based. The form of this Warrant need not be changed because of any adjustment in the Conversion Price or in the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchangedits conversion. b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, (i) the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on such record date, and (ii) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared. c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairment.

Adjustment. The number of Warrant Shares purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement shall be subject to adjustment from time to time upon the occurrence of certain events, as follows: a. In case the (a) If outstanding shares of the Common Stock of the Issuer shall be subdivided into a greater number of shares, or a dividend in Common Stock or other securities of the Issuer convertible into or exchangeable for Common Stock (in which latter event the number of shares of Common Stock issuable upon the conversion or exchange of such securities shall be deemed to have been distributed), shall be paid or distributed in respect to the Common Stock of the Issuer, the number of Option Shares for which this Option may be exercised immediately prior to such subdivision or at the record date of such dividend shall, simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend or other distribution, be proportionately increased, and conversely, if outstanding shares of the Common Stock of the Issuer shall be combined into a smaller number of shares, the number of Warrant Option Shares for which this Option may be exercised prior to such combination shall, simultaneously with the effectiveness of such combination, be received by proportionately decreased. Any adjustment to the Warrantholder Option Shares under this Section 14(a) shall become effective at the close of business on the date the subdivision or combination referred to herein becomes effective. (b) In the event of any recapitalization, consolidation, merger or reorganization ("Reorganization"), where the Issuer shall not be the surviving entity the Holder of the Options shall at the sole discretion of the Issuer be entitled to either (1) receive, and provision shall be made therefore in any agreement relating to any such Reorganization, upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that Option the proportion of the kind and number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion other securities or property (including cash) of the number Issuer, which the Holder would have received in connection with the Reorganization as the holder of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, (i) the numerator of which shall be the number of shares of Common Stock outstanding at into which the close of business on Option could have been exercised in full immediately prior to such record date, Reorganization; and (ii) the denominator of which in any such case appropriate adjustment shall be made in the sum application of the provisions herein set forth with respect to the rights and interests thereafter of the Holders, to the end that the provisions set forth herein (x) including the specified changes and other adjustments to the number of shares of Common Stock outstanding at the close of business on Option Shares) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares, to such record date and (y) the total number of shares of Common Stock constituting such dividend other securities or distribution. If any dividend or distribution property thereafter receivable upon issuance of the type described in Option Shares or (b) no less than thirty (30) days prior notice of such Reorganization, during which time the Holder may elect to exercise all Options which have then vested. All other Options shall expire upon the consummation of the Reorganization . The provisions of this Section 5(b14(b) is declared but not so paid shall similarly apply to successive Reorganizations. For purposes of this Section 14, the term "Reorganization" shall include the acquisition of the Issuer by another entity by means of a merger, consolidation or made, other reorganization. (c) In addition to the adjustments to the number of Warrant Option Shares issuable or other property receivable upon exercise of the purchase rights evidenced by this Warrant Agreement Options as provided in Sections 14(a) and (b) above, the Exercise price per Option Share shall again be appropriately adjusted to so that the number of Warrant Shares that would be issuable upon aggregate exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declaredprice shall remain constant. c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairment.

Adjustment. The number of Warrant Shares purchasable upon (a) If prior to the exercise of the purchase rights evidenced by this Warrant Agreement shall be subject to adjustment from time to time upon the occurrence of certain eventsWarrant, as follows: a. In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. In the case the Company shall hereafter declare a dividend have effected one or distribution to all holders of the outstanding shares of Common Stock in shares more stock split-ups or other subdivisions or combinations of Common Stock, the number of Warrant Common Shares issuable upon exercise of the purchase rights evidenced by subject to this Warrant Agreement shall be increased by dividing such number by a fraction, (i) be proportionately increased if a net increase shall have been effected (in the numerator case of which split-up in or subdivision of) the number of shares of Common Stock; or (ii) be proportionately reduced if a net reduction (in the case of a combination) shall have been effected in the number of shares in Common Stock. Upon the occurrence of an event described in this subparagraph (a), the Exercise Price shall be subject to a proportionate reduction under clause (i) or a proportionate increase under clause (ii), as the case may be. (b) In case of any capital reorganization of the Company or of any reclassification of the Common Stock, or the consolidation or merger of the Company with any other corporation or entity, after such capital reorganization, reclassification, or consolidation, this Warrant will be exercisable, upon the terms and conditions specified in this Warrant, for the number of shares of Common Stock or other securities or property which the Warrant Holder would have been entitled to receive upon the capital reorganization, reclassification, consolidation or merger if this Warrant had been exercised immediately before the first such capital reorganization, reclassification, or consolidation or immediately before the effective date of such merger. The subdivision or combination of Common Shares at any time outstanding at into a greater or lesser number of Common Shares shall not be deemed to be a reclassification of the close Common Shares of business on such record date, and the Company for the purposes of this paragraph. (iic) the denominator of which shall be the sum of (x) Whenever the number of shares Common Shares are adjusted, the Company shall compute the adjusted number and the resulting adjustment to the Exercise Price and shall prepare a certificate signed by its President or a Vice-President setting forth the adjustment and the facts requiring the adjustment and upon which the calculation is based, and that certificate shall forthwith be mailed to the Warrant Holder. (d) The form of Common Stock outstanding at the close Warrant need not be changed because of business on such record date and (y) the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described change in this Section 5(b) is declared but not so paid or made, the number of Warrant Common Shares issuable purchasable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to and Warrants issued after such change may state the same Exercise Price and the same number of Warrant Common Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared. c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist as are stated in the carrying out form of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairmentWarrant initially issued.

Adjustment. The number of Warrant Shares purchasable upon (a) If the exercise of the purchase rights evidenced by this Warrant Agreement shall be subject to adjustment from time to time upon the occurrence of certain events, as follows: a. In case the outstanding shares of Common Stock shall be subdivided into a Final Working Capital is greater number of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, (i) the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on such record date, and (ii) the denominator of which shall be than the sum of $7,000,000 and the amount of cash set forth on the Closing Balance Sheet (x) the number amount of shares such excess being referred to herein as the "Underpayment Amount"), then, within five Business Days following the Final Determination Date, Parent shall pay, or cause the Surviving Corporation to possess sufficient funds to pay and cause it to pay, each Shareholder an amount in cash equal to such Shareholder's Proportionate Percentage of Common Stock outstanding at the close of business Underpayment Amount; PROVIDED, HOWEVER, that in the event the Per Merger Share Closing Amount is less than $15.72, such Underpayment Amount shall be payable as follows: FIRST, to each Indemnifying Shareholder PRO RATA based on such record date and (y) the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution Indemnifying Shareholder's Percentage Interest of the type described Underpayment Amount in amounts so that the sum of the Per Merger Share Closing Amount and the amount payable with respect to each Merger Share pursuant to this sentence equals but does not exceed $15.72, and SECOND, to the extent any portion of the Underpayment Amount is remaining, to each Shareholder PRO RATA based on such Shareholder's Proportionate Percentage of the remaining Underpayment Amount. (b) If the Final Working Capital is less than the sum of $7,000,000 and the amount of cash set forth on the Closing Balance Sheet (the amount of such shortfall being referred to herein as the "Overpayment Amount"), then the amount of such shortfall shall be offset against the Escrow Amount in the manner set forth in the Escrow Agreement. In addition, in the event the Overpayment Amount exceeds the Escrow Amount, each Indemnifying Shareholder shall, within five Business Days following the Final Determination Date, pay the Surviving Corporation or a party designated by the Surviving Corporation in cash such Indemnifying Shareholder's Percentage Interest of the amount by which the Overpayment Amount exceeds the Escrow Amount. The Indemnifying Shareholders shall be jointly and severally liable for the obligations of the Indemnifying Shareholders in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared3.3(b). c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairment.

Adjustment. (a) Subject to Section 12(b), if the Common Stock is changed by reason of a stock split, reverse stock split, stock dividend or recapitalization, or converted into or exchanged for other securities as a result of a merger, consolidation or reorganization, the Board shall make such adjustment in the number and class of shares of stock subject to the Option, and such adjustments to the Option Price, as shall be equitable and appropriate in its good faith judgment under the circumstances. (b) The number following rules shall apply in connection with the occurrence of Warrant a Public Offering or Change in Control, as applicable: (i) If the Public Offering occurs less than two years following the Effective Date, the Optionee shall be given (A) written notice of such Public Offering at least 20 days prior to its proposed effective date (as specified in such notice) and (B) an opportunity during the period commencing with delivery of such notice and ending 10 days prior to such proposed effective date, to exercise (x) the Vested Shares purchasable and (y) fifty percent (50%) of the Shares subject to the Option that are unvested as of the date of the notice (the “Accelerated Shares”), contingent upon the exercise effectiveness of such Public Offering. Upon the occurrence of the purchase rights evidenced by this Warrant Agreement Public Offering, the Vested Shares and the Accelerated Shares shall thereafter be fully vested and remain exercisable in accordance with the terms of the original grant. The other fifty percent (50%) of the Shares subject to adjustment from time to time the Option that remain unvested upon the occurrence of certain events, as follows: a. In case the outstanding shares of Common Stock Public Offering shall automatically terminate and the Optionee shall be subdivided into entitled to receive a greater number grant of shares or combined into a smaller number of shares, restricted stock in the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement company subject to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is initial public offering with an economic value equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, Fair Market Value (i) the numerator of which shall be the number of shares of Common Stock outstanding measured at the close of business on of the first day of public trading) of the shares underlying the terminated unvested Options minus the aggregate exercise price of such record date, and options. (ii) If a Public Offering occurs more than two years following the denominator of which Effective Date or if a Change in Control occurs following the Effective Date, the Optionee shall be given (A) written notice of such Public Offering or Change in Control, as applicable, at least 20 days prior to its proposed effective date (as specified in such notice) and (B) an opportunity during the sum period commencing with delivery of such notice and ending 10 days prior to such proposed effective date, to exercise the Option in full, contingent upon the effectiveness of such Public Offering or Change in Control. Upon the occurrence of the Public Offering, the Option shall thereafter be fully vested and remain exercisable in accordance with the terms of the original grant. Upon the occurrence of a Change in Control, the Option shall be fully vested provided however that, to the extent the Option is not exercised, the Option shall automatically terminate unless provision is made in connection with the Change in Control, as applicable for the assumption of the Option by, or the substitution for the Option of new options covering the stock of, the surviving successor of purchasing corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number, kind and option price of shares subject to the Option. (xc) The following rules shall apply in connection with Section 15(a) and (b) above: (i) no fractional shares shall be issued as a result of any such adjustment, and any fractional shares resulting from the number computations pursuant to Section 15(a) or (b) shall be eliminated without consideration from the Option; (ii) no adjustment shall be made for the issuance to stockholders of rights to subscribe for additional shares of Common Stock outstanding at the close of business on such record date and or other securities; and (yiii) the total number of shares of Common Stock constituting such dividend any adjustment referred to in Section 15(a) or distribution. If any dividend or distribution of the type described in this Section 5(b(b) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared. c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder made by the Company, but will at times Board in good faith assist in its sole discretion and shall be conclusive and binding on the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairmentOptionee.

Adjustment. The initial conversion price shall be adjusted according to the following items: (a) Dividends and share split When the Bonds are outstanding at any time, if the Company: (i) pays dividends by securities or security equivalents of the Company or distributes dividends in any way (for the avoidance of any doubt, any ordinary shares issued by the Company for the conversion of the Bonds and the reserved shares distributed under the employee stock option plan shall be excluded); (ii) splits the outstanding securities of the Company in order to increase the number of Warrant Shares purchasable upon the exercise shares; or (iii) incorporates outstanding securities of the purchase rights evidenced by this Warrant Agreement shall be subject Company (including the form reverse to adjustment from time share split) to time upon decrease the occurrence of certain events, as follows: a. In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Conversion Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number multiplied by a fraction, whose numerator is the number of outstanding securities of the Company immediate before the occurrence of the matter (excluding treasury shares but including reserved shares of the Company), and denominator is the number of outstanding securities of the Company immediate after the occurrence of the matter (including reserved shares). Any adjustment made according to the aforesaid conditions shall come into effect immediately after the record date of deciding the shareholders having rights to obtain dividends or allocations, and for the purpose of share split, incorporation or reclassification, shall come into effect immediate after such matters come into effect. Convertible Bond Subscription Agreement 28 (b) Distribution of dividends in cash or allocations When the Bonds are outstanding, if the Company distributes dividends or conducts allocations for the holders of the securities of the Company in cash only, the Conversion Price shall be decreased accordingly, the decreased amount shall be obtained by multiplying the Conversion Price effective at the record date of deciding the shareholders having rights to obtain the dividends or allocations by a fraction, whose (i) numerator is the numerator of which shall be the number of shares of Common Stock outstanding Conversion Price effective at the close said record date minus the cash amount to be distributed per security of business on such record date, the Company; and (ii) denominator is the denominator Conversion Price effective at the said record date. (c) Adjustment to other dividends or allocations If the Company distributes dividends or conducts other allocations (excluding reserved shares distributed under the employee stock option plan) by allotting securities other than the securities of the Company at any time or from time to time (or setting a fixed record date of deciding the Holder of securities of the Company having rights to obtain dividends or allocations), the Company shall make a reserve, so that when converting any Convertible Bonds, the Holder may obtain a certain number of such other securities, except the ordinary shares to be allotted, just as the Holder converts the Convertible Bonds into ordinary shares immediately before the allotment of such other securities, which shall be the sum of (x) the number of shares of Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted subject to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared. c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairmentadjustment hereunder.

Adjustment. The Exercise Price in effect at any time and the number and kind of Warrant Shares securities purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement shall be subject to adjustment from time to time upon the occurrence happening of certain events, events as follows: a. (a) In case the VerticalBuyer shall (i) declare a dividend or make a distribution on its outstanding Shares, (ii) subdivide or reclassify its outstanding shares of Common Stock shall be subdivided into a greater number of shares, or (iii) combine or reclassify its outstanding shares or combined into a smaller number of shares, the number of Warrant Shares to be received by Exercise Price in effect at the Warrantholder upon exercise time of the purchase rights evidenced by this Warrant Agreement record date for such dividend or distribution or of the effective date of such subdivision, combination or reclassification shall be appropriately adjusted such so that it shall equal the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced price determined by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and multiplying the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, (i) the denominator of which shall be the number of shares outstanding after giving effect to such action, and the numerator of which shall be the number of shares outstanding immediately prior to such action. (b) In case VerticalBuyer shall fix a record date for the issuance of Common Stock rights or warrants to all holders of its common stock entitling them to subscribe for or purchase Shares (or securities convertible into common stock) at a price (the "Subscription Price") (or having a conversion price per share) less than the current market price of the Shares (as defined in Subsection (e) below) on the record date mentioned below, the Exercise Price shall be adjusted so that the same shall equal the price determined by multiplying the number of shares then comprising underlying Shares by the product of the Exercise Price in effect immediately prior to the date of such issuance multiplied by a fraction, the numerator of which shall be the sum of the number of Shares outstanding on the record date mentioned below and the number of additional Shares which the aggregate offering price of the total number of Shares so offered (or the aggregate conversion price of the convertible securities so offered) would purchase at the close such current market price per share of business on such record dateits common stock, and (ii) the denominator of which shall be the sum of (x) the number of shares of Common Stock Shares outstanding at the close of business on such record date and the number of additional Shares offered for subscription or purchase (yor into which the convertible securities so offered are convertible). Such adjustment shall be made successively whenever such rights or warrants are issued and shall become effective immediately after the record date for the determination of shareholders entitled to receive such rights or warrants; and to the extent that Shares are not delivered (or securities convertible into its common stock are not delivered) after the expiration of such rights or warrants the Exercise Price shall be readjusted to the Exercise Price which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made upon the basis of delivery of only the number of Shares (or securities convertible into its common stock actually delivered). (c) In case VerticalBuyer shall hereafter distribute to the holders of its common stock evidences of its indebtedness or assets (excluding cash dividends or distributions and dividends or distributions referred to in Subsection (a) above) or subscription rights or warrants (excluding those referred to in Subsection (b) above), then in each such case the Exercise Price in effect thereafter shall be determined by multiplying the number of shares then comprising an Shares by the product of the Exercise Price in effect immediately prior thereto multiplied by a fraction, the numerator of which shall be the total number of shares Shares outstanding multiplied by the current market price of Common Stock constituting the Shares (as defined in Subsection (e) below), less the fair market value (as determined by VerticalBuyer's Board of Directors) of the assets or evidences of indebtedness so distributed or of such dividend rights or warrants, and the denominator of which shall be the total number of Shares outstanding multiplied by such current market price per share of its common stock. Such adjustment shall be made successively whenever such a record date is fixed. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date for the determination of shareholders entitled to receive such distribution. (d) Whenever the Exercise Price payable upon exercise of the Warrant is adjusted pursuant to Subsections (a), (b) or (c) above, the number of Shares purchasable upon exercise of the Warrant shall simultaneously be adjusted by multiplying the number of Shares initially issuable upon exercise of the Warrant by the Exercise Price in effect on the date hereof and dividing the product so obtained by the Exercise Price, as adjusted. (e) For the purpose of any computation under Subsections (b) or (c) above, the current market price per share of its common stock at any date shall be deemed to be the average of the daily closing prices for 20 consecutive business days before such date. If The closing price for each day shall be the last sale price regular way or, in case no such reported sale takes place on such day, the average of the last reported bid and asked prices regular way, in either case on the principal national securities exchange on which its common stock is admitted to trading or listed, or if not listed or admitted to trading on such exchange, the average of the highest reported bid and lowest reported asked prices as reported by NASDAQ, or if not listed or admitted to trading on such market, than the Over the Counter Bulletin Board ("OTCBB") or other similar organization if the OTCBB is no longer reporting such information, or if not so available, the fair market price as determined by the Board of Directors. (f) All calculations under this Section 8 shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. Anything in this Section 8 to the contrary notwithstanding, VerticalBuyer shall be entitled, but shall not be required, to make such changes in the Exercise Price, in addition to those required by this Section 8, as it shall determine, in its sole discretion, to be advisable in order that any dividend or distribution in Shares, or any subdivision, reclassification or combination of its common stock, hereafter made by VerticalBuyer shall not result in any Federal Income tax liability to the type described in this Section 5(bholders of its common stock or securities convertible into its common stock. (g) Whenever the Exercise Price is declared adjusted, as herein provided, VerticalBuyer shall promptly, but not so paid or madeno later than 10 days after any request for such an adjustment by CSPI, cause a notice setting forth the adjusted Exercise Price and adjusted number of Warrant Shares issuable upon exercise of the purchase rights evidenced Warrant and, if requested, information describing the transactions giving rise to such adjustments, to be mailed to CSPI, at the address set forth herein, and shall cause a certified copy thereof to be mailed to its transfer agent, if any. VerticalBuyer may retain a firm of independent certified public accountants selected by its board of directors (which may be the regular accountants employed by VerticalBuyer) to make any computation required by this Warrant Agreement Section 8, and a certificate signed by such firm shall again be adjusted conclusive evidence of the correctness of such adjustment. (h) In the event that at any time, as a result of an adjustment made pursuant to Subsection (a) above, CSPI thereafter shall become entitled to receive any shares of VerticalBuyer, other than its common stock, thereafter the number of Warrant Shares that would be issuable such other shares so receivable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared. c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek shall be subject to avoid the observance or performance of any of the adjustment from time to time in a manner and on terms as nearly equivalent as practicable to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and with respect to its common stock contained in the taking of all such lawful action as may be necessary or appropriate in order Subsections (a) to protect the rights of the Warrantholder under this Section 5 against impairment(g), inclusive above.

Adjustment. The number of Warrant Shares purchasable upon If the exercise of the purchase rights evidenced by this Warrant Agreement Corporation shall be subject to adjustment from at any time to time upon the occurrence of certain events, as follows: a. In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares (i) declare or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. In the case the Company shall hereafter declare ---------- pay a dividend or declare, pay or make any other distribution to all holders of on the outstanding shares of Common Stock in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock into a greater number of Warrant Shares issuable upon exercise shares, (iii) combine the outstanding shares of Common Stock into a smaller number of shares, (iv) declare or pay a dividend or declare, pay or make a distribution on the outstanding shares of Common Stock in capital stock of the purchase rights evidenced Corporation other than Common Stock or (v) issue any shares of capital stock of the Corporation by this Warrant Agreement shall be increased by dividing way of reclassification of the Common Stock, then in each and every such number by a fractionevent, (i) the numerator of which shall be the number of shares of Common Stock outstanding at purchasable upon exercise of each Warrant shall be adjusted so that the close holder of business on any Warrant thereafter surrendered for exercise shall be entitled to receive the aggregate number of shares of Common Stock or other capital stock of the Corporation which such holder would have owned and would have been entitled to receive by virtue of the happening of any of the events described above had such Warrant been exercised (x) in the case of a dividend or distribution, immediately prior to the record date for the determination of the stockholders entitled to receive such dividend or distribution (or, if no such record datedate is fixed, and immediately prior to any other time as of which the holders of Common Stock entitled to participate in such distribution was determined) or (y) in the case of a subdivision, combination or reclassification, on the effective date of such subdivision, combination or reclassification. Upon such adjustment by reason of an event described in clause (i), (ii) or (iii) of the denominator first sentence of which this Section 3.2(a), the Warrant Price shall be adjusted to be the sum Warrant -------------- Price in effect immediately prior to the effectiveness of (x) such adjustment multiplied by the quotient obtained by dividing the number of shares of Common Stock outstanding at for which a Warrant was exercisable immediately prior to effectiveness by the close of business on such record date and (y) the total number of shares of Common Stock constituting for which a Warrant shall be exercisable immediately after such effectiveness. If after an adjustment pursuant to clause (iv) or (v) of the first sentence of this Section 3.2(a) a holder of a Warrant -------------- upon exercise may receive shares of two or more classes of capital stock of the Company, the Board shall determine, in good faith, the allocation of the adjusted Warrant Price between the classes of capital stock. After such allocation, the exercise privilege and the Exercise Price of each class of capital stock shall thereafter be subject to adjustment on terms comparable to those applicable to Common Stock in this Article. An adjustment made pursuant to this Section 3.2 shall become effective immediately after such record date ----------- (or other applicable date referred to in subclause (A)(x) of the immediately preceding sentence) in the case of a dividend or distribution. If any dividend or distribution of , subject to Section 3.9(d) and 3.9(e), and shall become effective immediately after the type described in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared. c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist -------------- ------ effective date in the carrying out case of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary a subdivision, combination or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairmentreclassification.

Adjustment. The number of Warrant Shares purchasable upon (a) If and whenever the exercise of the purchase rights evidenced by this Warrant Agreement Corporation shall be subject to adjustment from time to time upon the occurrence of certain events, as follows: a. In case (i) subdivide or redivide the outstanding shares of Common Stock shall be subdivided Shares into a greater number of shares Common Shares; (ii) reduce, combine or combined consolidate the outstanding Common Shares into a smaller number of sharesCommon Shares; (iii) issue any Common Shares to the holders of all or substantially all of the outstanding Common Shares by way of a stock dividend, the number of Warrant Common Shares which may be acquired pursuant to this Article 5 on and at any time after the effective date of such subdivision, redivision, reduction, combination or consolidation or on the record date for such issue of Common Shares by way of a stock dividend, as the case may be, shall be received by increased, in the Warrantholder upon exercise case of the purchase rights evidenced by this Warrant Agreement events referred to in (i) and (iii) above, in the proportion which the number of Common Shares outstanding before such subdivision, redivision or dividend bears to the number of Common Shares outstanding after such subdivision, redivision or dividend, or shall be appropriately adjusted such that decreased, in the case of the events referred to in (ii) above, in the proportion which the number of Common Shares outstanding before such reduction, combination, or consolidation bears to the number of Common Shares outstanding after such reduction, combination or consolidation and in each case the price at which the Holder Conversion or Redemption shall occur will be adjusted to reflect the change in the number of Debenture Shares that become issuable under this Article 5. Any issue of Common Shares by way of a stock dividend shall be deemed to have been made on the record date fixed for such stock dividend for the purpose of calculating the number of outstanding Common Shares under this Section 5.3(a) or Section 5.3(c). (b) In the case of any reclassification of, or other change in, the outstanding Common Shares other than a subdivision, redivision, reduction, combination or consolidation, the Holder shall be entitled to receive upon conversion pursuant to Article 5, and shall accept in lieu of the number of Warrant Debenture Shares issuable to which it was theretofore entitled upon exercise such conversion, the kind and amount of shares and other securities or property which the purchase rights evidenced by this Warrant Agreement Holder would have been entitled to receive as a result of such reclassification if, on the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to effective date thereof, it had been the proportion registered holder of the number of Warrant Common Shares under the Debenture Shares to which it was theretofore entitled upon conversion. If necessary, appropriate adjustments shall be made in the application of the provisions set forth in this Article 5 with respect to the rights and interests thereafter of the Holder to the end that the provisions set forth in this Article 5 shall thereafter correspondingly be made applicable as nearly as may be possible in relation to any shares or other securities or property thereafter deliverable upon the conversion of any Debenture. Any such adjustments shall be made by and set forth in a supplemental certificate approved by the directors of the Corporation and shall for all purposes be conclusively deemed to be an appropriate adjustment, after reasonable consultation with the Holder. (c) If and whenever the Corporation shall issue or distribute to all or substantially all the holders of Common Shares (i) shares of the Corporation of any class; (ii) rights, options or warrants (that shall not have expired unexercised, unconverted or unexchanged at the time a Holder converts any Debenture, in whole or in part); (iii) evidences of indebtedness; or (iv) any other assets or securities and if such issuance or distribution does not result in an adjustment as provided for in Section 5.3(a) or Section 5.3(b), the price at which the Principal Amount may be converted into Common Shares pursuant to Article 5 shall be adjusted effective immediately before the record date at which the holders of Common Shares are determined for purposes of any such issuance or distribution as aforesaid in such manner as the directors of the Corporation determine to be appropriate on a basis consistent with this Section 5.3. (d) If, at any time, the Holder exercises its conversion rights before the record date and before the occurrence of an event, for which this Section 5.3 requires that an adjustment shall become effective immediately before the record date for such event, the Corporation may defer issuing to the Holder the additional Common Shares issuable upon exercise such conversion, by reason of the purchase rights evidenced adjustment required by this Warrant Agreement such event, until the occurrence of such event. In the event of such an adjustment, the Corporation shall deliver to the total number Holder an appropriate instrument evidencing the Holder's right to receive such additional Debenture Shares upon the occurrence of outstanding shares the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares under the Debenture Shares declared in favour of the holders of Common Stock immediately after Shares on and before the date of conversion or such subdivision or combination, and the Exercise Price shall be proportionately adjusted later date as such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, (i) the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on such record date, and (ii) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared. c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Companyholder would, but will at times in good faith assist in the carrying out of all for the provisions of this Section 5 and in 5.3, have become the taking holder of all record of such lawful action additional Common Shares. (e) If a dispute shall at any time arise with respect to adjustments of the Conversion Price or the number of Debenture Shares issuable upon the conversion of this Debenture, such disputes shall be conclusively determined by the auditors of the Corporation or if they are unable or unwilling to act, by such other firm of independent accountants accredited by the Public Company Accounting Oversight Board as may be necessary or appropriate in order to protect selected by the rights directors and any such determination shall be conclusive evidence of the Warrantholder under this Section 5 against impairmentcorrectness of any adjustment made pursuant to Subsection 5.3 hereof and shall be binding upon the Corporation and the Holder.

Adjustment. 4.1. The number of Warrant Shares purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement and the Exercise Price shall be subject to adjustment from time to time or upon the occurrence of certain eventsexercise, as follows: a. In case (a) If the Company at any time or from time to time after the date hereof effects a subdivision of the outstanding shares of Common Stock shall be subdivided into a greater number of shares Shares or combined into a smaller number of sharesconsolidates the outstanding Shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and then the Exercise Price shall be proportionately adjusted such to that price determined by multiplying the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. In the case the Company shall hereafter declare a dividend or distribution immediately prior to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number event by a fraction, : (i) the numerator of which shall be the total number of shares of Common Stock outstanding at the close of business on Shares immediately prior to such record date, and event; and (ii) the denominator of which shall be the sum total number of outstanding Shares immediately after such event. Upon each adjustment of the Exercise Price as provided in this paragraph (x) a), the Holder shall thereafter be entitled to acquire, at the Exercise Price resulting from such adjustment, the number of shares Shares (calculated to the nearest Share) obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Common Stock Shares which may be acquired hereunder immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. (b) If the Company at any time or from time to time after the date hereof makes, or fixes a record date for the determination of holders of Shares entitled to receive a dividend or other distribution payable in additional Shares, then in each such event the Exercise Price that is then in effect shall be adjusted as of the time of such issuance or, in the event such record date is fixed, as of the close of business on such record date, by multiplying the Exercise Price then in effect by a fraction: (i) the numerator of which is the total number of Shares issued and outstanding at immediately prior to the time of such issuance or the close of business on such record date; and (ii) the denominator of which is the total number of Shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of Shares issuable in payment of such dividend or distribution; provided, however, that if such record date is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Exercise Price shall be recomputed accordingly as of the close of business on such record date and (y) thereafter the total number Exercise Price shall be adjusted pursuant to this section to reflect the actual payment of shares of Common Stock constituting such dividend or distribution. Upon each adjustment of the Exercise Price as provided in this paragraph (b), the Holder shall thereafter be entitled to acquire, at the Exercise Price resulting from such adjustment, the number of Shares (calculated to the nearest Share) obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Shares which may be acquired hereunder immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. (c) If the Company at any time or from time to time after the date hereof makes, or fixes a record date for the determination of holders of Shares entitled to receive, a dividend or other distribution payable in securities of the type described Company other than Shares, then in each such event provision shall be made so that the Holder shall receive upon exercise of this Warrant, in addition to the number of Shares receivable thereupon, the amount of other securities of the Company which it would have received had this Warrant been exercised for such number of Shares immediately prior to the date of such event (or record date of such event) and had the Holder thereafter, during the period from the date of such event to and including the exercise date, retained such securities receivable by it as aforesaid during such period, subject to all other adjustments called for during such period under this section and the Company's Articles of Association as shall be in effect from time to time, with respect to the rights of the Holder. (d) In case the Shares issuable upon exercise of this Warrant are changed into the same or different number of shares of any class or classes of shares, whether by recapitalization, reclassification or otherwise (other than a subdivision or consolidation of shares, share dividend or other reorganization, provided for elsewhere in this Section 5(b) Section), then in each such event this Warrant shall be exercised into the kind and amount of shares or other securities and property receivable on such recapitalization, reclassification or other change that the Holder would have been entitled to receive thereupon had the Holder been the registered holder of the number of Shares into which this Warrant might have been exercised immediately prior thereto. 4.2. Whenever an adjustment is declared but not so paid or madeeffected hereunder, the Company shall, at its expense, promptly compute such adjustment and deliver to the Holder a certificate setting forth the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared. c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities (or any other voluntary actionsecurities) for which this Warrant is exercisable and the Exercise Price as a result of such adjustment, avoid or seek to avoid the observance or performance of any a brief statement of the terms facts requiring such adjustment and the computation thereof and when such adjustment has or will become effective. 4.3. Except as otherwise provided herein, Sections 4.1(a) to 4.1(d) hereof are intended to operate independently of one another. If an event occurs that requires the application of more than one subsection, all applicable subsections shall be observed or performed hereunder by the Companygiven independent effect, but will at times in good faith assist in there shall be no duplicate adjustments if two separate subsections provide the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairmentsame protection.

Adjustment. The number of Warrant Shares shares of Common Stock purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement and the Exercise Price shall be subject to adjustment from time to time upon as provided in this paragraph 5. (1) If, during the occurrence term of certain eventsthis Warrant, as follows: a. In case the outstanding Corporation shall pay or make make a dividend or other distribution on any class of capital stock of the Corporation in Common Stock, other than any such dividend in connection with any preferred stock of the Corporation which has or may be issued, then the number of shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder purchasable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing multiplying such number of shares by a fraction, (i) the numerator of which the denominator shall be the number of shares of Common Stock outstanding at the close of business on the day immediately preceding the date of such record date, distribution and (ii) the denominator of which numerator shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution, such increase to become effective immediately after the opening of business on the date following such distribution. (x2) If, during the term of this Warrant, the outstanding shares of Common Stock shall be subdivided into a greater number of shares of Common Stock, then the number of shares of Common Stock purchasable upon exercise of this Warrant at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately increased and, conversely, if outstanding shares of Common Stock shall each be combined into a smaller number of shares of Common Stock, then the number of shares of Common Stock purchasable upon exercise of this Warrant at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately decreased, such increase or decrease, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective. (3) The reclassification of Common Stock into securities (other than Common Stock) and/or cash and/or other combination shall be deemed to involve a subdivision or combination, as the case may be, of the number of shares of Common Stock outstanding at immediately prior to such reclassification into the close number or amount of business on securities and/or cash and/or other consideration outstanding immediately thereafter and the effective date of such record date and reclassification shall be deemed to be "the day upon which such subdivision becomes effective" or the "the day upon which such combination becomes effective", as the case may be, within the meaning of clause (y2) above. (4) The Corporation may in its sole discretion make such increases in the total number of shares of Common Stock constituting such dividend or distribution. If purchasable upon exercise of this Warrant in addition to those required by this subparagraph (A), as shall be determined by its Board of Directors to be advisable in order to avoid taxation so far a practicable if any dividend of stock or distribution of stock rights or any event treated as such for federal increase tax purposes to the type described in this Section 5(b) is declared but not so paid or made, recipients. B. Whenever the number of Warrant Shares issuable shares of Common Stock purchasable upon exercise of the purchase rights evidenced by this Warrant Agreement is adjusted as herein provided, the Exercise Price shall again be adjusted by a fraction, of which the numerator is equal to the number of shares of Common Stock purchasable prior to the adjustment and the denominator is equal to the number of shares of Common Stock purchasable after the adjustment. C. If any consolidation or merger of the Corporation with another entity or the sale of all or substantially all if its assets to another entity, shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then, as a condition of such consolidation, merger or sale, lawful and adequate provisions shall be made whereby the Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Warrant Shares that would be issuable and in lieu of the shares of the Common Stock of the Corporation immediately theretofore purchasable and receivable upon the exercise of the purchase rights evidenced set forth herein, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable upon the exercise of the rights set forth herein had such consolidation, merger or sale not taken place, and in any such case, appropriate provisions shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof (including without limitation provisions for adjustments of the exercise price and of the number of shares purchasable and receivable upon the exercise of the Warrant) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof. If a purchase, tender or exchange offer is made to and accepted by this the holders of more than 50% of the outstanding shares of Common Stock of the Corporation, the Corporation shall not effect any consolidation, merger or sale with the person having made such offer or with any affiliate of such person, unless prior to the consummation of such consolidation, merger or sale the Holder shall have been given a reasonable opportunity to the elect to receive upon the exercise of the Warrant Agreement if either the stock, securities or assets then issuable with respect to the Common Stock of the Corporation or the stock, securities or assets, or the equivalent issued to previous holders of the Common Stock in accordance with such offer. D. In the event of (i) any taking by the Corporation of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or assets, or to receive any other right, (ii) any reorganization of the Corporation, or any reclassification or recapitalization of the capital stock of the Corporation, or any transfer of all or substantially all of the assets of the Corporation to, or consolidation or merger of the Corporation with any other person or (iii) any voluntary or involuntary dissolution or liquidation of the Corporation then and in each such event the Corporation will mail or cause to be mailed to the Holder a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution had not been declared. c. The Company will notor right, by amendment the amount and character of its certificate of incorporation such dividend, distribution or through right, the date on which any such reorganization, reclassification, recapitalization, transfer of assetstransfer, consolidation, merger, dissolution, issue liquidation or sale winding-up is to take place, and the time, if any, as of which the holders of record of Common Stock shall be entitled to exchange their shares of Common Stock for securities or any other voluntary actionproperty deliverable upon such reorganization, avoid reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or seek winding- up. Such notice shall be mailed at least 20 days prior to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will proposed record at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairmenttherein specified.

Adjustment. The number In the event of Warrant Shares purchasable upon the exercise any subdivision or change of the purchase rights evidenced by this Warrant Agreement shall be subject to adjustment from time to time upon the occurrence Common Shares of certain events, as follows: a. In case the outstanding shares of Common Stock shall be subdivided Media into a greater number of shares Common Shares at any time prior to the exercise in whole or combined into a smaller number in part of sharesthe Option, the number of Warrant Shares to be received by the Warrantholder upon Media shall deliver, in connection with any exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted Option occurring after the record date or effective date of such that the proportion of the subdivision or change, such additional number of Warrant Common Shares issuable upon as would have resulted from such subdivision or change if such exercise of the purchase rights evidenced by this Warrant Agreement Option had occurred prior to the total number record date or effective date of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combinationchange, and the Exercise Price per Common share shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. decreased proportionately. In the case the Company shall hereafter declare a dividend event of any consolidation or distribution to all holders change of the outstanding shares Common Shares of Media into a lesser number of Common Stock Shares at any time prior to the exercise in shares whole or in part of Common Stockthe Option, the number of Warrant Shares issuable upon Media shall deliver, in connection with any exercise of the purchase rights evidenced by this Warrant Agreement Option occurring after the record date or effective date of such consolidation or change, such lesser number of Common Shares as would have resulted from such consolidation or change if such exercise of the Option had occurred prior to the record date or effective date of such consolidation or change, and the Exercise Price per Common Share shall be increased by dividing such number by a fraction, (i) proportionately. In the numerator event of which shall be any reclassification of the number of shares of Common Stock outstanding Media at any time prior to the close of business on such record date, and (ii) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting such dividend exercise in whole or distribution. If any dividend or distribution in part of the type described Option, Media shall deliver, in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon connection with any exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to Option occurring after the effective date of any such reclassification, such number and class of Warrant Shares that shares as would be issuable upon have resulted from such reclassification if such exercise of the purchase rights evidenced by this Warrant Agreement if Option had occurred prior to the effective date of such dividend or distribution had not been declared. c. The Company will not, by amendment of its certificate of incorporation or through reclassification. In the event that Media proposes any reorganization, recapitalizationmerger, transfer dissolution or sale of assetsall or substantially all its assets or proposes to amalgamate with one or more other corporations, consolidationit shall give notice thereof to CNET in sufficient time to enable CNET to exercise the Option to the extent that CNET is entitled to exercise the Option as at the date of such reorganization, merger, dissolution, issue sale or amalgamation. In addition, upon a reorganization, merger or amalgamation with one or more other corporations, Media shall ensure that the Option shall be exercisable into the same number and class of securities of the reorganized, merged or amalgamated corporation that would have been issued had the Option been exercised prior to the reorganization, merger or amalgamation. If Media shall at any time when CNET is entitled to exercise the Option: a. declare any dividend upon its Common Shares; b. offer for subscription pro rata to the holders of its Common Shares any additional shares of any class or other rights; c. effect any capital reorganization or reclassification of the capital stock of Media, or consolidation, amalgamation or merger of Media with, or sale of securities all or substantially all of its assets to, another corporation; d. effect a voluntary or involuntary dissolution, liquidation or winding-up of Media; or e. fix a record date for or take any other voluntary actionaction which may result in any adjustment under the within provisions, avoid then in any one or seek more of such cases, Media shall give to avoid the observance holder at least 20 days' written notice of the record date or performance effective date as the case may be of any of the terms foregoing events. The adjustments provided for herein are cumulative and shall apply (without duplication) to successive subdivisions, consolidations, distributions or other events resulting in any adjustment under the within provisions, before the Expiry Time. Media shall not be observed or performed hereunder by the Companyrequired to issue fractional Common Shares in satisfaction of its obligations hereunder, but will at times in good faith assist in rather shall issue the carrying out nearest whole number of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairmentCommon Shares.

Adjustment. The number of Warrant Shares purchasable upon (a) If and whenever at any time from the exercise of date hereof and prior to the purchase rights evidenced by this Warrant Agreement shall be subject to adjustment from time to time upon the occurrence of certain events, as followsOption Expiry Time MGI shall: a. In case the (i) subdivide, redivide or change its outstanding shares of MGI Common Stock shall be subdivided Shares into a greater number of shares shares; or (ii) reduce, combine or combined consolidate its outstanding MGI Common Shares into a smaller number of shares; the Option Exercise Number shall be adjusted immediately after the effective date of such subdivision, redivision, change, reduction, combination or consolidation by multiplying the number of Warrant Shares to be received Option Exercise Number by the Warrantholder upon exercise fraction of which: (i) the purchase rights evidenced by this Warrant Agreement numerator shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of MGI Common Shares outstanding shares immediately after such date; and (ii) the denominator shall be the total number of MGI Common Stock Shares outstanding immediately prior to such subdivision date, and such adjustment shall be made successively whenever any event referred to in this Subsection 9.4(a) shall occur (and all adjustments in this Subsection are cumulative). (b) If and whenever from the date hereof, MGI shall distribute rights, options or combination is warrants exercisable within a period of forty-five days after the record date for such distribution to subscribe for or purchase MGI Common Shares or securities exchangeable for or convertible into MGI Common Shares at a price per share or at an exchange or conversion value per share in the case of securities exchangeable for or convertible into MGI Common Shares equal to the proportion or less than 95% of the number of Warrant Current Market Price for MGI Common Shares issuable upon exercise determined as of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after record date for such subdivision or combinationdistribution, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. In the case the Company shall hereafter declare a dividend or distribution to all or substantially all of the holders of the outstanding shares of MGI Common Stock in shares of Common StockShares (any such event being called a "RIGHTS OFFERING"), the number Option Exercise Number shall be adjusted effective immediately after the record date on which holders of Warrant MGI Common Shares issuable upon exercise are determined for the purposes of the purchase rights evidenced Rights Offering to the Option Exercise Number determined by this Warrant Agreement shall be increased multiplying the Option Exercise Number in effect on such record date by dividing such number by a the fraction, , (i) the numerator of which shall be the aggregate of: (A) the number of shares of MGI Common Stock Shares issued and outstanding at the close of business on such record date; and (B) the number of MGI Common Shares offered pursuant to the Rights Offering or the maximum number of MGI Common Shares for or into which the securities so offered pursuant to the Rights Offering may be exchanged or converted, and as the case may be; and (ii) the denominator of which shall be the sum of aggregate of: (xA) the number determined by dividing either the product of: 1) the number of MGI Common Shares so offered; and 2) the price at which each of such MGI Common Shares is offered; or the product of: 1) the maximum number of MGI Common Shares for or into which the securities so offered pursuant to the Rights Offering may be exchanged or converted; and 2) the exchange or conversion value of each one of such securities so offered, as the case may be, by the Current Market Price of MGI Common Shares determined as of such record date. To the extent that such options, rights or warrants are not exercised prior to the expiry date thereof, the Option Exercise Number shall be re-adjusted effective immediately after such expiry date to the Option Exercise Number which would then have been in effect based upon the number of MGI Common Shares or securities exchangeable for or convertible into MGI Common Shares actually delivered on the exercise of such options, rights or warrants. (c) If and whenever at any time from the date hereof and prior to the Option Expiry Time, MGI shall issue or distribute to the holders of all or substantially all of MGI's outstanding MGI Common Shares securities of MGI including rights, options or warrants to acquire shares of MGI (other than rights, options or warrants referred to in Subsection 9.4(b)) or securities convertible into or exchangeable for shares of MGI or property or assets including evidences of indebtedness, then upon exercise of the Option Discreet shall be entitled to receive, and shall accept for the same aggregate consideration, in addition to the MGI Common Stock outstanding Shares to which it was theretofore entitled upon such exercise, the kind and amount of shares or other securities or property which Discreet would have been entitled to receive as a result of such issue or distribution as if, on the effective date thereof, Discreet had been the registered holder of the number of MGI Common Shares to which it was theretofore entitled upon such exercise and if determined appropriate by the directors of MGI, appropriate adjustments shall be made as a result of any such subdivision, redivision, change, reduction, combination, consolidation, issue or distribution to the rights and interests of Discreet thereafter so that the provisions of this Article 9 shall thereafter apply correspondingly to any shares, other securities or other property thereafter deliverable upon the exercise of the Option and any such adjustments shall be made by and set forth in an agreement supplemental hereto approved by the directors of MGI and absent manifest error, shall for all purposes be conclusively deemed to be an appropriate adjustment. (d) If and whenever at any time from the close date hereof and prior to the Option Expiry Time, there is a reclassification of business on the MGI Common Shares or a capital reorganisation of MGI other than as described in Subsection 9.4(a), 9.4(b) or 9.4(c) or a consolidation, amalgamation or merger of MGI with or into any other body corporate, trust, partnership or other entity, or a sale or conveyance of the property and assets of MGI as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity or the payment by MGI of a stock dividend (other than a stock dividend declared in the ordinary course of business) (other than the Arrangement), then upon exercise of the Option Discreet, to the extent it has not exercised the Option prior to the effective date of such reclassification, reorganization, consolidation, amalgamation, merger, sale, conveyance or payment, upon the exercise of such right thereafter, shall be entitled to receive and shall accept the kind and (e) In any case in which this Section 9.4 shall require that an adjustment shall become effective immediately after a record date, for an event referred to herein, MGI may defer, until the occurrence of such event, issuing to Discreet, if Discreet exercises the Option after such record date and (y) before the total number occurrence of shares of such event the additional MGI Common Stock constituting Shares or other securities or property issuable upon such dividend or distribution. If any dividend or distribution exercise by reason of the type described in this Section 5(b) is declared but not so paid adjustment required by such appropriate instrument evidencing Discreet's right to receive such additional MGI Common Shares, other securities or madeproperty, as the number of Warrant Shares issuable case may be, upon exercise the occurrence of the purchase rights evidenced by this Warrant Agreement shall again be adjusted event requiring such adjustment and the right to receive any property, as the number case may be, declared in favour of Warrant Shares that would be issuable upon exercise holders of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared. c. The Company will notrecord of MGI Common Shares, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of other securities or any other voluntary actionproperty, avoid as the case may be, on and after the date of exercise or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Companysuch later date as Discreet would, but will at times in good faith assist in the carrying out of all for the provisions of this Section 5 and Subsection 9.4(e), have become the holder of record of such additional MGI Common Shares, other securities or property, as the case may be, pursuant to the due exercise of the Option held by such holder. (f) After any adjustment pursuant to this Section, the term "MGI COMMON SHARES" where used in the taking this Agreement shall be interpreted to mean securities of any class or classes which, as a result of all such lawful action as may be necessary or appropriate in order prior adjustments pursuant to protect this Section, Discreet is entitled to receive upon the rights exercise of the Warrantholder under Option, and the number of MGI Common Shares indicated in any exercise made pursuant to a Warrant shall be interpreted to mean the number of securities which, as a result of all prior adjustments pursuant to this Section 5 against impairment9.4, Discreet is entitled to receive upon the exercise of the Option.

Adjustment. The number of Warrant Shares purchasable upon (a) In the exercise event the Company, after the Date hereof, shall propose to consider or engage in an Adjustment Transaction, then, in each such event, the Company shall mail to the Holder of the purchase rights evidenced by this Warrant Agreement notice of such proposed action, which shall specify the date on which the stock transfer books of the Company shall close, or a record shall be subject to adjustment from time to time upon taken, for determining the occurrence of certain events, as follows: a. In case the outstanding shares holders of Common Stock entitled to receive the benefit of such Adjustment Transaction, or the date on which the Adjustment Transaction shall be subdivided into a greater number take place or commence, as the case may be, and the date as of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such which it is expected that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares holders of Common Stock immediately of record shall be entitled to receive securities or other property deliverable upon such action, if any such date is to be fixed. Such notice shall be mailed at least thirty (30) days prior to the date upon which it is proposed that such subdivision or combination is equal action take place and twenty (20) days prior to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement any record date to the total number of outstanding shares determine holders of Common Stock immediately after entitled to receive the benefit of such subdivision or combinationAdjustment Transaction. If an Adjustment Transaction occurs, and the Exercise Price shall be proportionately adjusted such that by the aggregate Exercise Price of all Company so as to fairly preserve, without dilution, the purchase rights represented by the Warrant in accordance with SECTION 5.01 and otherwise with the essential intent and purposes hereof. If the Holder(s) of the Warrant disputes the adjustment of the Exercise Price made by the Company and the parties cannot otherwise resolve the dispute promptly and in good faith, then evidenced by this Warrant Agreement shall remain unchanged. b. In the case the Company shall hereafter declare at its expense appoint a dividend or distribution to all holders firm of independent public accountants of recognized national standing (which may be the regular auditors of the outstanding shares Company), which shall give their opinion as to the adjustment, if any, to be made to the Exercise Price as the result of Common Stock in shares the relevant Adjustment Transaction. Upon receipt of Common Stocksuch opinion, the number of Warrant Shares issuable upon exercise Company shall promptly mail a copy thereof to the Holder(s) of the purchase rights evidenced by Warrant and shall make the adjustment described therein. An adjustment made pursuant to this Warrant Agreement SECTION 5.02(a) shall become effective immediately after the effective date of any such issue, sale, Dividend, subdivision, combination or reclassification. Anything herein to the contrary notwithstanding, the Company shall not be increased by dividing such number by a fraction, (i) required to make any adjustment of the numerator Exercise Price in the case of which shall be the number issuance of shares of Common Stock outstanding at upon the close exercise in whole or part of business on such record datethe Warrant. (b) Whenever the Exercise Price is adjusted as provided in this SECTION 5.02, the Company will, if requested, promptly obtain a certificate of a firm of independent public accountants of recognized national standing selected by the Board of Directors of the Company (who may be the regular auditors of the Company) setting forth the Exercise Price, and (iithe Exercise Quantity as so adjusted, the computation of such adjustment and a brief statement of facts accounting for such adjustment, and will retain such certificate on file and mail to the Holder(s) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described in this Section 5(b) is declared but not so paid or made, the number Warrant a copy of Warrant Shares issuable upon exercise such certificate from such firm of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declaredindependent public accountants. c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairment.

Adjustment. The number If at any time after the issuance of Warrant the Rights and before the Payment Date there is a reclassification of SolarBank Shares purchasable or a change of the SolarBank Shares into different types of securities or property, or a consolidation, amalgamation, arrangement or merger of SolarBank (including a business combination or exchange of like effect) with or into any other Person (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification of the outstanding SolarBank Shares or a change of the SolarBank Shares into other securities or property), or a transfer of the undertaking or assets of SolarBank as an entirety or substantially as an entirety to another Person, or a record date for any of the foregoing events occurs (any of such events being in this Indenture called a “Capital Reorganization”), any Holder who is entitled to the CVR Payment Amount upon the exercise satisfaction of the purchase rights evidenced by this Warrant Agreement shall Payment Condition after the effective date of such Capital Reorganization will be subject entitled to adjustment from time to time upon the occurrence of certain eventsreceive, as follows: a. In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of sharesand will accept, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion in lieu of the number of Warrant SolarBank Shares issuable upon exercise of to which such Holder was theretofore entitled, the purchase rights evidenced by this Warrant Agreement to the total aggregate number of outstanding shares securities or property of Common Stock immediately prior SolarBank, or the continuing, successor or purchasing Person, as the case may be, under the Capital Reorganization which such Holder would have been entitled to receive as a result of such subdivision or combination is equal to Capital Reorganization if, on the proportion effective date of such Capital Reorganization, the Holder had been the registered holder of the number of Warrant SolarBank Shares issuable upon exercise to which such Holder was then entitled pursuant to the Rights. No such Capital Reorganization shall be carried into effect unless all necessary steps shall have been taken so that the Holders shall thereafter be entitled to receive such number of SolarBank Shares or other securities or property of SolarBank or of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision continuing, successor or combinationpurchasing person, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. In as the case may be, under the Company shall hereafter declare a dividend or distribution Capital Reorganization, subject to all holders of adjustment thereafter in accordance with provisions the outstanding shares of Common Stock in shares of Common Stocksame, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall as nearly as may be increased by dividing such number by a fractionpossible, (i) the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on such record date, and (ii) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described as those contained in this Section 5(b) is declared but not so paid or made8.2 and Section 8.3. If determined appropriate by SolarBank, acting reasonably, appropriate adjustments will be made as a result of any such Capital Reorganization in the number of Warrant Shares issuable upon exercise application of the purchase rights evidenced by provisions set forth in this Warrant Agreement shall again be adjusted Article 8 with respect to the number of Warrant Shares that would be issuable upon exercise rights and interests thereafter of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared. c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek Holders to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all extent that the provisions of set forth in this Section 5 and in the taking of all such lawful action Article 8 will thereafter correspondingly be made applicable as nearly as may be necessary reasonable in relation to any securities or property thereafter deliverable upon the conversion of any Right. Any such adjustments will be made by and set forth in terms and conditions supplemental hereto approved by SolarBank, acting reasonably, and, absent manifest error, will for all purposes be conclusively deemed to be the appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairmentadjustment.

Adjustment. The number For purposes of Warrant Shares purchasable upon Tenant's paying its ---------- share of Operating Expenses, Tenant and Landlord agree that the exercise of the purchase rights evidenced by this Warrant Agreement shall be Monthly Rent called for in subparagraph 5.1 above is subject to adjustment from time to time upon at the occurrence beginning of certain events, as follows: a. In case each calendar year for the outstanding shares of Common Stock term hereof. The Monthly Rent shall be subdivided adjusted to include Tenant's Share of Operating Expenses in excess of the Operating Expenses Base of $4.95 per square foot per year. If Tenant's Share of the Operating Expenses paid or incurred by Landlord for any calendar year exceeds the Operating Expenses Base included in Tenant's Monthly Rent, then Tenant shall pay such excess as additional rent. On March 1 after the beginning of each calendar year of the term hereof, Landlord shall give to Tenant a statement of any additional rent payable by Tenant hereunder for the previous year, which shall be due and payable within thirty (30) days of Tenant's receipt of said statement. In addition, Tenant shall pay Tenant's Share of Landlord's estimate of the amount by which the Operating Expenses shall exceed the Operating Expenses Base. This estimated amount shall be divided into a greater number twelve (12) equal monthly installments. Tenant shall pay to Landlord, concurrently with the regular Monthly Rent payment next due following the receipt of shares or combined into a smaller number of sharessuch statement, an amount equal to one (1) monthly installment multiplied by the number of Warrant Shares months from January in the calendar year in which said statement is submitted to the month of such payment, both months inclusive. Subsequent installments shall be payable concurrently with the regular Monthly Rent payments for the balance of that calendar year and shall continue until the next calendar year's statement is rendered. If, in any calendar year the actual amount of Tenant's Share of actual Operating Expenses which is in excess of the Operating Expenses Base is less than the payments made by Tenant during that year, then upon receipt of Landlord's statement, Landlord shall pay the excess to Tenant at the time Landlord furnishes said statement, or credit the excess toward Tenant's payments of Tenant's Share of Operating Expenses in the next succeeding calendar year, at Tenant's sole election. However, in no event shall Tenant be credited for any amount which will cause Tenant's rent to be received by reduced below the Warrantholder upon exercise Monthly Rent established in paragraph 5.1 above. Even though the term is expired and Tenant has vacated the Premises, when the final determination is made of Tenant's Share of Operating Expenses for the purchase rights evidenced by year in which this Warrant Agreement Lease terminates, Tenant shall immediately pay an increase due over the estimated Operating Expenses paid and, conversely, any overpayment made in the event said Operating Expenses decrease shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced immediately rebated by this Warrant Agreement Landlord to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchangedTenant. b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, (i) the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on such record date, and (ii) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared. c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairment.

Adjustment. The number of Warrant Shares purchasable upon Promptly following the exercise determination of the purchase rights evidenced by this Warrant Agreement shall be subject to adjustment from time to time upon the occurrence of certain events, as follows: a. In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fractionNet Cash ---------- Advance Balance, (i) if the numerator of which Net Cash Advance Balance appearing on the Final Closing Statement reflects an amount owing from Seller to the Subsidiaries, the amount thereof shall be the number of shares of Common Stock outstanding at the close of business on such record datepaid by Seller to Purchaser, and (ii) if the denominator of which Net Cash -- Advance Balance appearing on the Final Closing Statement reflects an amount owing from the Subsidiaries to Seller, the amount thereof (the "Deficit Amount") shall be paid by Purchaser to Seller; provided that, solely with respect to the sum of Deficit Amount payable by Purchaser to Seller, (x) the number Deficit Amount shall be - paid by Purchaser in cash to the extent of shares the aggregate amount of Common Stock outstanding at all cash and cash equivalents collected by the close Subsidiaries from and after the Closing up to the date of business on such record date payment, and (y) the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number extent the Subsidiaries shall not have - collected an amount of Warrant Shares that would be issuable upon exercise of cash and cash equivalents equal to the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared. c. The Company will notDeficit Amount, by amendment of its certificate of incorporation or through any reorganizationthen, recapitalizationwith respect to the balance thereof, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms Purchaser shall cause to be observed or performed hereunder by the Companytransferred and assigned to Seller, but will pursuant to documentation reasonably acceptable to Seller, account receivables from trade creditors of such Subsidiaries reasonably acceptable to Seller in an amount at times in good faith assist in the carrying out of all the provisions of this Section 5 least equal to such balance. Purchaser shall, and in the taking of all shall cause such lawful action Subsidiaries to, cooperate with Seller and take such reasonable actions as may shall be necessary or appropriate to vest in order Seller all right, title and interest in and to protect the rights account receivables assigned to Seller pursuant to this Subsection 5.18.7 (and, in the event any such account receivable may not be assigned and transferred to Seller but for the consent of the Warrantholder debtor thereunder, which consent shall not have been obtained, Purchaser shall cooperate with Seller and take such actions reasonable with respect to such account receivable in the name of such Subsidiary but for the benefit of Seller so as to provide Seller with the economic benefits under this Section 5 against impairmentsuch account receivable). Seller shall promptly return to Purchaser the proceeds of such account receivables following receipt thereof to the extent such proceeds exceed the balance owing to Seller hereunder.

Adjustment. The number of Warrant Convertible Preferred Shares (and the number of Ordinary Shares issuable upon conversion thereof) purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement and the Exercise Price shall be subject to adjustment from time to time or upon exercise as provided in this paragraph 4. 4.1. If, during the term of this Warrant, the Company shall distribute a stock dividend or shares of capital stock pursuant to a reclassification of its Convertible Preferred Shares to the holders of Convertible Preferred Shares (i.e., bonus shares), the number of Convertible Preferred Shares purchasable upon exercise of this Warrant shall be increased by multiplying such number of shares to be purchased under this Warrant by a fraction of which the denominator shall be the number of Convertible Preferred Shares outstanding at the close of business on the day immediately preceding the date of such distribution and the numerator shall be the sum of such number of shares and the total number of bonus shares, such increase to become effective immediately after the opening of business on the date following such distribution, and upon the occurrence happening of certain eventssuch an event the Exercise Price shall be adjusted appropriately. 4.2. If, as follows: a. In case during the term of this Warrant, the outstanding shares of Common Stock Convertible Preferred Shares shall be subdivided into a greater number of shares or Convertible Preferred Shares, the number of Convertible Preferred Shares purchasable upon exercise of this Warrant at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately increased, and, conversely, if the outstanding Convertible Preferred Shares shall each be combined into a smaller number of sharesConvertible Preferred Shares, the number of Warrant Convertible Preferred Shares to be received by the Warrantholder purchasable upon exercise of the purchase rights evidenced by this Warrant Agreement at the opening of business on the day following the day upon which such combination becomes effective shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combinationproportionately decreased, and in each such case the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchangedappropriately. b. 4.3. Reorganization, Reclassification, Merger, Consolidation or ---------------------------------------------------------- Disposition of Assets --------------------- (a) In the case the Company shall hereafter declare a dividend reorganize its capital, reclassify its capital stock, consolidate or distribution merge with or into another corporation or sell, transfer or otherwise dispose of all or substantially all of its property, assets or business to all holders another corporation and pursuant to the terms of the outstanding shares such reorganization, reclassification, merger, consolidation or disposition of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fractionassets, (i) shares of capital stock of the numerator successor or acquiring corporation or of which the Company (if it is the surviving corporation) or (ii) any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of capital stock of the successor or acquiring corporation ("Other Property") are to be received by or distributed to the holders of Convertible Preferred Shares of the Company who are holders immediately prior to such transaction, then the Holder shall be have the right thereafter to receive, upon exercise of this Warrant, the number of shares of Common Stock outstanding at capital stock of the close successor or acquiring corporation or of business on such record datethe Company, if it is the surviving corporation, and (ii) the denominator Other Property receivable upon or as a result of which shall be the sum such reorganization, reclassification, merger, consolidation or disposition of (x) assets by a holder of the number of shares of Common Stock outstanding at Convertible Preferred Shares for which this Warrant is exercisable immediately prior to such event. (b) In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the close successor or acquiring corporation shall expressly assume the due and punctual observance and performance of business on each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such record date and modifications as may be deemed appropriate (yas determined by resolution of the Board of Directors of the Company) the total number in order to provide for adjustments of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described Convertible Preferred Shares for which this Warrant is exercisable, which modifications shall be as nearly equivalent as practicable to the adjustments provided for in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared4. c. (c) The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking subsection 4.3 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairmentassets.

Adjustment. The number of Warrant Shares purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement shall be subject to adjustment from time to time upon the occurrence of certain events, as follows: a. In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, (i) the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on such record date, and (ii) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared. c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairment.

Adjustment. The (a) In case, prior to the expiration of the Option by exercise or by its terms, the Company shall issue any shares of its Common Stock as a stock dividend or subdivide the number of Warrant Shares purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement shall be subject to adjustment from time to time upon the occurrence of certain events, as follows: a. In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares, then, in either of such cases, the purchase price per share of the Shares issuable upon exercise of the Option in effect at the time of such action shall be proportionately reduced and the number of Shares at that time purchasable pursuant to the Option shall be proportionately increased; and conversely, in the event the Company shall contract the number of outstanding shares or combined of Common Stock by combining such shares into a smaller number of shares, then, in such case, the number of Warrant Shares to be received by the Warrantholder upon exercise purchase price per share of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to Option in effect at the total time of such action shall be proportionately increased and the number of outstanding Shares at that time purchasable pursuant to Option shall be proportionately decreased. Any dividend paid or distributed upon the Common Stock in stock of any other class of securities convertible into shares of Common Stock immediately prior to such subdivision or combination is equal shall be treated as a dividend paid in Common Stock to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding extent that shares of Common Stock immediately after such subdivision are issuable upon the conversion thereof. (b) In case, prior to the expiration of this Option by exercise or combinationby its terms, and the Exercise Price there shall be proportionately adjusted a recapitalization, whether by reorganization, reclassification or otherwise of the capital of the Company, or the Company or a successor corporation shall be consolidated or merge with or convey all or substantially all of its or of any successor corporation's property and assets to any other corporation or corporations (any such that corporation being included within the aggregate Exercise Price meaning of the term "successor corporation" in the event of any consolidation or merger of any such corporation with, or the sale of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. In the case the Company shall hereafter declare a dividend or distribution to substantially all holders of the outstanding property of any such corporation to, another corporation or corporations), in exchange for stock or securities of a successor corporation, the Optionee shall thereafter have the right to purchase upon the terms and conditions and during the time specified in this Option, in lieu of the Shares theretofore purchasable upon the exercise of this Option, the kind and amount of shares of Common Stock in shares of Common Stockstock and other securities receivable upon such recapitalization or consolidation, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number merger or conveyance by a fraction, (i) the numerator holder of which shall be the number of shares of Common Stock outstanding at which the close of business on Optionee might have purchased immediately prior to such record date, and (ii) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting such dividend recapitalization or distribution. If any dividend or distribution of the type described in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared. c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue merger or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairmentconveyance.

Adjustment. The number of Warrant Shares purchasable upon the exercise (a) Upon each adjustment of the purchase rights evidenced by Exercise Price, the holder of this Warrant Agreement shall thereafter be subject entitled to adjustment purchase, at the Exercise Price resulting from time to time upon the occurrence of certain events, as follows: a. In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of sharessuch adjustment, the number of Warrant Shares shares obtained by multiplying the Exercise Price in effect immediately prior to be received such adjustment by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon shares purchasable pursuant hereto immediately prior to such adjustment and dividing the product thereof by the exercise of the purchase rights evidenced by this Warrant Agreement price resulting from such adjustment, and rounding down to the total nearest whole share. (b) If the number of outstanding shares of Common Stock is increased by a stock split, stock dividend, or other similar event, the exercise price in effect immediately prior to such subdivision or combination is equal to event shall be proportionately reduced, and conversely, if the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock is decreased by a combination or reclassification of shares, or other similar event, the exercise price in effect immediately after prior to such subdivision or combination, and the Exercise Price event shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchangedincreased. b. In the case (c) If the Company shall hereafter declare effect a dividend reorganization, shall merge with or distribution consolidate into another corporation, or shall sell, transfer or otherwise dispose of all or substantially all of its property, assets or business and, pursuant to all holders the terms of such reorganization, merger, consolidation or disposition of assets, property or assets of the outstanding shares of Common Stock in shares Company, successor or transferee or an affiliate thereof or cash are to be received by or distributed to the holders of Common Stock, then the holder of this Warrant shall have the right thereafter to receive, upon the exercise of this Warrant, the number of Warrant Shares issuable upon exercise shares of stock or other securities, property or assets of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing Company, successor, transferee or affiliate thereof or cash receivable upon or as a result of such number reorganization, merger, consolidation or disposition of assets by a fraction, (i) the numerator holder of which shall be the number of shares of Common Stock outstanding equal to that to which the holder of this Warrant upon the exercise thereof immediately prior to such event would be entitled. The provisions of this paragraph shall similarly apply to successive reorganizations, mergers, consolidations or dispositions of assets. Upon any reorganization, consolidation, merger or transfer hereinabove referred to, this Warrant shall continue in full force and effect and the terms hereof shall be applicable to the shares of stock and other securities, property, assets and cash receivable upon the exercise of this Warrant after the consummation of such reorganization, consolidation, merger or transfer, as the case may be. The Company shall not effect any such reorganization, consolidation, merger or transfer, unless prior to the consummation thereof the successor corporation (if other than the Company) resulting therefrom or the corporation purchasing such assets shall, by written instrument executed and mailed to the registered holder hereof at the close last address of business such holder appearing on the books of the Company, (i) assume the obligation to deliver to such record dateholder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to purchase, and (ii) the denominator of which shall agree to be the sum of (x) the number of shares of Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced bound by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared. c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of all the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairmentWarrant.

Adjustment. (a) On or prior to the fifth Business Day prior to the Closing Date, Tribune Parties shall: (i) determine the Estimated Closing Working Capital and the Estimated Closing Debt; (ii) deliver to Cablevision Parties a written statement (the “Preliminary Statement”) setting forth in reasonable detail the calculation by Tribune Parties thereof and the computations used in connection therewith; and (iii) in the event that there is a Working Capital Excess and it is greater than the Estimated Closing Debt, then Tribune will also identify the Excluded Accounts Receivable in the Preliminary Statement. The number Preliminary Statement shall be prepared in accordance with the definitions of Warrant Shares purchasable Estimated Closing Working Capital and Estimated Closing Debt and the definitions included in such definitions. (b) Within 90 days after the Closing Date, Cablevision Parties may, at their option, prepare and deliver to Tribune Parties a written statement (the “Statement”) setting forth in reasonable detail their calculation of Closing Working Capital and Closing Debt and the computations used in connection therewith. If Cablevision Parties do not deliver a Statement within such 90-day period then the Preliminary Statement shall become final and binding upon the exercise parties. The Statement shall be prepared in accordance with the definitions of Closing Working Capital and Closing Debt and the definitions included in such definitions. During the 30-day period following the receipt by Tribune Parties of the purchase rights evidenced by this Warrant Agreement Statement, Tribune Parties and their Representatives shall be subject permitted to adjustment from time to time upon the occurrence review during normal business hours and make copies reasonably required of certain events, as follows: a. In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, (i) the numerator working papers of which Cablevision Parties and, if relevant, their independent auditors relating to the preparation of the Statement (but only after Tribune Parties and their Representatives shall be the number of shares of Common Stock outstanding at the close of business on have provided to such record date, independent auditors any customary indemnities and waivers that such independent auditors shall request) and (ii) any supporting schedules, supporting analyses and other supporting documentation and underlying data relating to the denominator preparation of which the Statement. The Statement shall become final and binding upon the parties on the thirtieth day following delivery thereof, except to the extent that Tribune Parties shall, at their option (and without any obligation to do so), give written notice of disagreement with the Statement (the “Notice of Disagreement”) to Cablevision Parties prior to such date. Any Notice of Disagreement shall specify in reasonable detail, to the extent it is at the time reasonably possible to do so, the nature of any disagreement so asserted (any such disagreement to be limited to whether such calculation of Closing Working Capital and Closing Debt are mathematically correct and/or have been prepared in accordance with the sum definitions of Closing Working Capital and Closing Debt, and the definitions included in such definitions). If a Notice of Disagreement complying with the preceding sentence is received by Cablevision Parties in a timely manner, then the Statement (as revised in accordance with clause (I) or (II) below) shall become final and binding upon the parties on the earlier of (xI) the number date Cablevision Parties and Tribune Parties resolve in writing any differences they have with respect to the matters specified in the Notice of shares of Common Stock outstanding at the close of business on such record date and Disagreement or (yII) the total number of shares of Common Stock constituting such dividend or distribution. If date any dividend or distribution of disputed matters are finally resolved in writing by the type described in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declaredAccounting Firm. c. The Company will not(c) During the 30-day period following the delivery of a Notice of Disagreement that complies with the preceding paragraph, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or Cablevision Parties and Tribune Parties shall seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist to resolve in writing any differences which they may have with respect to the matters specified in the carrying out Notice of Disagreement. During such period, Cablevision Parties and their independent auditors shall be permitted to review and make copies reasonably required of (i) the working papers of Tribune Parties and, if relevant, the designated independent auditors (if any) of Tribune Parties relating to the preparation of the Notice of Disagreement (but only after Cablevision Parties and their Representatives shall have provided to such independent auditors any customary indemnities and waivers that such independent auditors shall request) and (ii) any supporting schedules, supporting analyses and other supporting documentation relating to the preparation of the Notice of Disagreement. If, at the end of such 30-day period, the differences as specified in the Notice of Disagreement are not resolved, Tribune Parties and Cablevision Parties shall (and each shall have the right to require the other to) within 10 Business Days following the end of such 30-day period, engage Ernst & Young LLP (or, if Ernst & Young LLP is unable or unwilling to accept such engagement, Deloitte & Touche LLP or, if Deloitte & Touche LLP is unable or unwilling to accept such engagement, a nationally recognized independent accounting firm mutually and reasonably acceptable to Tribune Parties and Cablevision Parties) (the “Accounting Firm”) and submit to the Accounting Firm for review and resolution of any and all matters which remain in dispute and which are properly included in the Notice of Disagreement. In resolving any disputed item, the Accounting Firm shall: (i) be bound by the provisions of this Section 5 1.5 and the definitions of Closing Working Capital and Closing Debt and the definitions included in such definitions; (ii) limit its review to matters still in dispute as specifically set forth in the taking Notice of all Disagreement (and only to the extent such lawful action matters are still in dispute following such 30-day period); (iii) further limit its review solely to whether the Statement has been prepared in accordance with this Section 1.5; and (iv) select as the Final Special Distribution Amount the calculation of the party whose calculation of the Final Special Distribution Amount is closest to the determination of the Final Special Distribution Amount of the Accounting Firm (based upon the calculation of Closing Working Capital and Closing Debt as initially submitted by Cablevision Parties in the Statement and by Tribune Parties in the Notice of Disagreement). The determination of any item that is a component of Closing Working Capital and Closing Debt and is the subject of a dispute cannot, however, be in excess of, or less than, the greatest or lowest value, respectively, claimed for any particular item in the Statement or the Notice of Disagreement (or, if different, the value claimed by the relevant party at the end of such 30-day period). Tribune Parties and Cablevision Parties shall use reasonable best efforts to cause the Accounting Firm to render a decision resolving the matters in dispute within 30 days following the submission of such matters to the Accounting Firm. Tribune Parties and Cablevision Parties agree that the decisions of the Accounting Firm shall be final and binding on the parties in the absence of manifest error and that judgment may be necessary or appropriate in order to protect entered upon the rights determination of the Warrantholder under Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. Except as specified in the following sentence, the fees and expenses of the Accounting Firm in connection with the Accounting Firm’s determination of Closing Working Capital or Closing Debt pursuant to this Section 5 against impairment1.5 shall be borne, in its entirety, by the party (either Tribune Parties or Cablevision Parties) whose calculation of the Final Special Distribution Amount (based upon its calculation of Closing Working Capital and Closing Debt as initially submitted by Cablevision Parties in the Statement and by Tribune Parties in the Notice of Disagreement) is furthest away from the Final Special Distribution Amount based upon the Closing Working Capital and Closing Debt as determined by the Accounting Firm. The fees and expenses of the independent auditors (if any) of Cablevision Parties incurred in connection with the issuance of the Statement and review of the Notice of Disagreement shall be borne by Cablevision Parties, and the fees and expenses of the independent auditors of Tribune Parties incurred in connection with their review of the Statement and their preparation of the Notice of Disagreement shall be borne by Tribune Parties. (e) If the Final Special Distribution Amount is less than the Special Distribution Amount, then Tribune Parties shall, within five Business Days after the final determination of Closing Working Capital and Closing Debt, make payment to Newco by some combination, at the election of Tribune Parties, of (i) the contribution to Newco Sub of uncollected Excluded Accounts Receivable with an aggregate face amount of such deficiency, together with interest thereon at the Interest Rate, calculated on the basis of the actual number of days elapsed and a 360-day year, from the Closing Date to the date of actual contribution, compounded annually (it is understood and agreed that the value of any uncollected Excluded Accounts Receivable contributed by Tribune Parties pursuant to this clause (i) of Section 1.5(e) shall be considered to have a value equal to their face amount) and/or (ii) wire transfer of immediately available funds in the amount of such deficiency, together with interest thereon at the Interest Rate, calculated on the basis of the actual number of days elapsed and a 360-day year, from the Closing Date to the date of actual payment, compounded annually.

Adjustment. The initial conversion price shall be adjusted according to the following items: (a) Dividends and share split When the Bonds are outstanding at any time, if the Company: (i) pays dividends by securities or security equivalents of the Company or distributes dividends in any way (for the avoidance of any doubt, any ordinary shares issued by the Company for the conversion of the Bonds and the reserved shares distributed under the employee stock option plan shall be excluded); (ii) splits the outstanding securities of the Company in order to increase the number of Warrant Shares purchasable upon the exercise shares; or (iii) incorporates outstanding securities of the purchase rights evidenced by this Warrant Agreement shall be subject Company (including the form reverse to adjustment from time share split) to time upon decrease the occurrence of certain events, as follows: a. In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Conversion Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number multiplied by a fraction, whose numerator is the number of outstanding securities of the Company immediate before the occurrence of the matter (excluding treasury shares but including reserved shares of the Company), and denominator is the number of outstanding securities of the Company immediate after the occurrence of the matter (including reserved shares). Any adjustment made according to the aforesaid conditions shall come into effect immediately after the record date of deciding the shareholders having rights to obtain dividends or allocations, and for the purpose of share split, incorporation or reclassification, shall come into effect immediate after such matters come into effect. (b) Distribution of dividends in cash or allocations When the Bonds are outstanding, if the Company distributes dividends or conducts allocations for the holders of the securities of the Company in cash only, the Conversion Price shall be decreased accordingly, the decreased amount shall be obtained by multiplying the Conversion Price effective at the record date of deciding the shareholders having rights to obtain the dividends or allocations by a fraction, whose (i) numerator is the numerator of which shall be the number of shares of Common Stock outstanding Conversion Price effective at the close said record date minus the cash amount to be distributed per security of business on such record date, the Company; and (ii) denominator is the denominator Conversion Price effective at the said record date. Convertible Bond Subscription Agreement 27 (c) Adjustment to other dividends or allocations If the Company distributes dividends or conducts other allocations (excluding reserved shares distributed under the employee stock option plan) by allotting securities other than the securities of the Company at any time or from time to time (or setting a fixed record date of deciding the Holder of securities of the Company having rights to obtain dividends or allocations), the Company shall make a reserve, so that when converting any Convertible Bonds, the Holder may obtain a certain number of such other securities, except the ordinary shares to be allotted, just as the Holder converts the Convertible Bonds into ordinary shares immediately before the allotment of such other securities, which shall be the sum of (x) the number of shares of Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted subject to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared. c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairmentadjustment hereunder.

Adjustment. As of the Effective Time, Parent shall assume in full each Continued Stock Option (as defined in this Section 2.04(b)) and the related obligations provided herein. The assumption of a Continued Stock Option shall not modify (except as required hereunder) any of the terms thereof. Pursuant to the terms of the Stock Option Plans, the Company shall cause each Existing Stock Option for which the consent specified in Section 2.04(a) has not been obtained as of the Effective Time (the “Continued Stock Options”) to be automatically converted at the Effective Time, by virtue of the Merger and without any further action on the part of the Company or the holder thereof, but subject to the Cash-Out Right of the holder thereof, into a right (each, an “Adjusted Award”) with respect to the greatest whole number of Warrant Shares purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement shall be subject to adjustment from time to time upon the occurrence of certain events, as follows: a. In case the outstanding preferred shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of shares, Parent (the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination “Parent Shares”) which is equal to the proportion quotient of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, (i) the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on such record date, and (ii) the denominator of which shall be the sum product of (x) the number of shares of Common Shares covered by such Continued Stock outstanding at Option immediately prior to the close of business on such record date and Effective Time, multiplied by (y) the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution Merger Consideration, expressed in Euros, converted using the Closing Date Exchange Rate, divided by (ii) the average of the type described closing prices for a Parent Share (the "Closing Trading Price”) over the 20 consecutive trading days immediately preceding the Effective Time as reported on the Frankfurt Stock Exchange and published in this Section 5(bthe Handelsblatt. Each such Adjusted Award shall entitle the holder thereof to receive, on exercise of any portion of such Adjusted Award prior to its expiration and on the same terms and conditions, mutatis mutandis, as were applicable to the corresponding Continued Stock Option immediately prior to the Effective Time, an amount in cash equal to the excess, if any, of the Exercise Trading Price on the date of exercise over the Adjusted Exercise Price applicable under such Adjusted Award, subject to applicable income and employment tax withholding amounts and other statutory social charges (if any) is declared but not so paid required to be withheld by the Company or madeany of its Subsidiaries under any applicable law. The “Adjusted Exercise Price” for each Parent Share covered by an Adjusted Award shall equal the quotient of (i) the product of (x) the exercise price per Share applicable under the corresponding Continued Stock Option immediately prior to the Effective Time, expressed in Euros converted using the Closing Date Exchange Rate, multiplied by (y) the number of Warrant Shares issuable upon exercise of covered by such Continued Stock Option immediately prior to the purchase rights evidenced Effective Time, divided by this Warrant Agreement shall again be adjusted to (ii) the number of Warrant Parent Shares that would be issuable upon exercise of covered by such Adjusted Award immediately following the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared. c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions Effective Time. For purposes of this Section 5 2.04(b), the exercise price applicable under each Continued Stock Option and the Merger Consideration shall be converted into Euros using the average of the exchange rates to convert one U.S. dollar into one Euro over the 20 consecutive trading days immediately preceding the Effective Time as published by the European Central Bank (the “Closing Date Exchange Rate”). The “Exercise Trading Price” shall equal the closing price of a Parent Share as reported on the Frankfurt Stock Exchange and published in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairment.Handelsblatt. For purposes of

Adjustment. The number of Warrant Shares purchasable upon Promptly following the exercise determination of the purchase rights evidenced by this Warrant Agreement shall be subject to adjustment from time to time upon the occurrence of certain events, as follows: a. In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction---------- Net Cash Advance Balance, (i) if the numerator of which Net Cash Advance Balance appearing on the Final Closing Statement reflects an amount owing from Seller to the Subsidiaries, the amount thereof shall be the number of shares of Common Stock outstanding at the close of business on such record datepaid by Seller to Purchaser, and (ii) -- if the denominator of which Net Cash Advance Balance appearing on the Final Closing Statement reflects an amount owing from the Subsidiaries to Seller, the amount thereof (the "Deficit Amount") shall be paid by Purchaser to Seller, provided that, solely with respect to the sum of Deficit Amount payable by Purchaser to Seller, (x) - the number Deficit Amount shall be paid by Purchaser in cash to the extent of shares the aggregate amount of Common Stock outstanding at all cash and cash equivalents collected by the close Subsidiaries from and after the Closing up to the date of business on such record date payment, and (y) the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number extent the - Subsidiaries shall not have collected an amount of Warrant Shares that would be issuable upon exercise of cash and cash equivalents equal to the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared. c. The Company will notDeficit Amount, by amendment of its certificate of incorporation or through any reorganizationthen, recapitalizationwith respect to the balance thereof, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms Purchaser shall cause to be observed or performed hereunder by the Companytransferred and assigned to Seller, but will pursuant to documentation reasonably acceptable to Seller, account receivables from trade creditors of such Subsidiaries reasonably acceptable to Seller in an amount at times in good faith assist in the carrying out of all the provisions of this Section 5 least equal to such balance. Purchaser shall, and in the taking of all shall cause such lawful action Subsidiaries to, cooperate with Seller and take such reasonable actions as may shall be necessary or appropriate to vest in order Seller all right, title and interest in and to protect the rights account receivables assigned to Seller pursuant to this Subsection 5.18.7 (and, in the event any such account receivable may not be assigned and transferred to Seller but for the consent of the Warrantholder debtor thereunder, which consent shall not have been obtained. Purchaser shall cooperate with Seller and take such actions reasonable with respect to such account receivable in the name of such Subsidiary but for the benefit of Seller so as to provide Seller with the economic benefits under this Section 5 against impairmentsuch account receivable). Seller shall promptly return to Purchaser the proceeds of such account receivables following receipt thereof to the extent such proceeds exceed the balance owing to Seller hereunder.

Adjustment. The number of Warrant Shares purchasable upon (a) In the exercise event the Company, after the Date hereof, shall propose to consider or engage in an Adjustment Transaction, then, in each such event, the Company shall mail to the Holder of the purchase rights evidenced by this Warrant Agreement notice of such proposed action, which shall specify the date on which the stock transfer books of the Company shall close, or a record shall be subject to adjustment from time to time upon taken, for determining the occurrence of certain events, as follows: a. In case the outstanding shares holders of Common Stock entitled to receive the benefit of such Adjustment Transaction, or the date on which the Adjustment Transaction shall be subdivided into a greater number take place or commence, as the case may be, and the date as of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such which it is expected that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares holders of Common Stock immediately of record shall be entitled to receive securities or other property deliverable upon such action, if any such date is to be fixed. Such notice shall be mailed at least thirty (30) days prior to the date upon which it is proposed that such subdivision or combination is equal action take place and twenty (20) days prior to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement any record date to the total number of outstanding shares determine holders of Common Stock immediately after entitled to receive the benefit of such subdivision or combinationAdjustment Transaction. If an Adjustment Transaction occurs, and the Exercise Price shall be proportionately adjusted such that by the aggregate Exercise Price of all Company so as to fairly preserve, without dilution, the purchase rights represented by the Warrant in accordance with SECTION 5.01 and otherwise with the essential intent and purposes hereof. If the Holder(s) of the Warrant disputes the adjustment of the Exercise Price made by the Company and the parties cannot otherwise resolve the dispute promptly and in good faith, then evidenced by this Warrant Agreement shall remain unchanged. b. In the case the Company shall hereafter declare at its expense appoint a dividend or distribution to all holders firm of independent public accountants of recognized national standing (which may be the regular auditors of the outstanding shares Company), which shall give their opinion as to the adjustment, if any, to be made to the Exercise Price as the result of Common Stock in shares the relevant Adjustment Transaction. Upon receipt of Common Stocksuch opinion, the number of Warrant Shares issuable upon exercise Company shall promptly mail a copy thereof to the Holder(s) of the purchase rights evidenced by Warrant and shall make the adjustment described therein. An adjustment made pursuant to this Warrant Agreement shall be increased by dividing such number by a fractionSECTION 5.02(A)DIATELY AFTER THE EFFECTIVE DATE OF ANY SUCH ISSUE, (i) the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on such record dateSALE, and (ii) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting such dividend or distributionDIVIDEND, SUBDIVISION, COMBINATION OR RECLASSIFICATION. If any dividend or distribution of the type described in this Section 5(b) is declared but not so paid or madeANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declaredTHE COMPANY SHALL NOT BE REQUIRED TO MAKE ANY ADJUSTMENT OF THE EXERCISE PRICE IN THE CASE OF THE ISSUANCE OF SHARES OF COMMON STOCK UPON THE EXERCISE IN WHOLE OR PART OF THE WARRANT. c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairment.

Adjustment. The number of Warrant Shares purchasable upon (a) Within forty (40) days after the exercise Closing Date, if the Closing Date occurs on a fiscal month-end of the purchase rights evidenced by this Warrant Agreement shall be subject to adjustment from time to time upon Company, or as soon as reasonably practicable, and in any event within sixty (60) days after the occurrence Closing Date, if the Closing Date occurs on a date other than a fiscal month-end of certain eventsthe Company, as follows: a. In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares Parent will prepare, or combined into a smaller number of shares, the number of Warrant Shares cause to be received by prepared, and deliver to the Warrantholder upon exercise Seller an unaudited statement (the “Adjustment Statement”), which shall set forth Parent’s good faith calculation of each of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combinationCompany Transaction Costs, Company Cash, and the Exercise Price Closing Indebtedness Amount, together with a certificate of the Chief Financial Officer of Parent certifying that the amounts set forth in the Adjustment Statement have been prepared in accordance with this Agreement. To the extent any amounts in the calculation of the foregoing are not U.S. dollars, such amounts shall be proportionately adjusted such that converted to U.S. dollars using the aggregate Exercise Price of all average exchange rate to U.S. dollars for the purchase rights then evidenced Closing Date as reported by this Warrant Agreement Bloomberg L.P. (b) Upon receipt from Parent, the Seller shall remain unchanged. b. In have forty (40) days to review the case Adjustment Statement (the Company shall hereafter declare a dividend or distribution to all holders “Adjustment Review Period”). At the request of the outstanding shares of Common Stock in shares of Common StockSeller, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, Parent shall: (i) reasonably cooperate and assist, and shall cause its Subsidiaries, including the numerator Second Surviving LLC, and each of which shall be their respective Representatives to reasonably cooperate and assist, the number Seller and its Representatives in the review of shares the Adjustment Statement (including by requesting their respective accountants to deliver to the Seller and its Representatives copies of Common Stock outstanding at their work papers relating to the close of business on Second Surviving LLC); (provided, that customary confidentiality and hold harmless agreements relating to access to such record dateworking papers in form and substance reasonably acceptable to any auditors or independent accountants are signed by the Seller and its Representatives, as applicable); and (ii) provide the denominator Seller and its Representatives with any information reasonably requested by the Seller that is necessary for their review of the Adjustment Statement. If the Seller disagrees with Parent’s computation of the Company Transaction Costs, Company Cash, or the Closing Indebtedness Amount (each as set forth in the Adjustment Statement), the Seller shall, on or prior to the last day of the Adjustment Review Period, deliver a written notice to Parent (the “Adjustment Notice of Objection”) that sets forth the Seller’s objections to Parent’s calculation of the Company Transaction Costs, Company Cash, and the Closing Indebtedness Amount, as applicable. Any Adjustment Notice of Objection shall specify those items or amounts with which the Seller disagrees and shall set forth the Seller’s calculation of the Company Transaction Costs, Company Cash, or the Closing Indebtedness Amount, as applicable, based on such objections (it being understood that the Seller shall be deemed to have accepted Parent’s calculation of any amounts set forth on the sum Adjustment Statement to which the Seller does not object in the Adjustment Notice of Objection). (xc) If the number Seller does not deliver an Adjustment Notice of shares Objection to Parent with respect to an item contained in the Adjustment Statement within the Adjustment Review Period, the Seller shall be deemed to have accepted Parent’s calculation of Common Stock outstanding at the close underlying item of business the Company Transaction Costs, Company Cash, and the Closing Indebtedness Amount, as applicable, and such calculation shall be final, conclusive and binding on such record date and (y) the total number of shares of Common Stock constituting such dividend or distributionParties. If any dividend or distribution the Seller delivers an Adjustment Notice of Objection to Parent within the type described in this Section 5(bAdjustment Review Period, Parent and the Seller shall, during the twenty (20) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if days following such dividend or distribution had not been declared. c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities delivery or any other voluntary actionmutually agreed extension thereof, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in use their good faith assist in efforts to reach agreement on the carrying out of all the provisions of this Section 5 disputed items and in the taking of all such lawful action as may be necessary or appropriate amounts in order to protect determine the rights amount of the Warrantholder under disputed Company Transaction Costs, Company Cash, or the Closing Indebtedness Amount, as applicable. If, at the end of such period or any mutually agreed extension thereof, Parent and the Seller are unable to resolve their disagreements, they shall jointly retain and refer their disagreements to a nationally recognized independent accounting firm mutually acceptable to Parent and the Seller (such firm or individual, the “Independent Expert”). The Parties shall instruct the Independent Expert promptly to review this Section 5 against impairment2.11, as well as the Adjustment Statement, Adjustment Notice of Objection and any other materials reasonably requested by the Independent Expert, and to determine, solely with respect to the disputed items and amounts so submitted, whether and to what extent, if any, the Company Transaction Costs, Company Cash, or the Closing Indebtedness Amount, as applicable, set forth in the Adjustment Statement requires adjustment pursuant to the terms of this Agreement. The Independent Expert shall base its determination solely on written submissions by Parent and the Seller and not on an independent review. Parent and the Seller shall make available to the Independent Expert all relevant books and records and other items reasonably requested by the Independent Expert. As promptly as practicable, but in no event later than thirty (30) days after its retention, the Independent Expert shall deliver to Parent and the Seller a report that sets forth its resolution of the disputed items and amounts and its calculation of the Company Transaction Costs, Company Cash, or the Closing Indebtedness Amount, as applicable; provided, however, that the Independent Expert may not assign a value to any item greater than the greatest value for such item claimed by Parent, on one hand, and the Seller, on the other hand, nor less than the smallest value for such item claimed by Parent, on one hand, and the Seller, on the other hand. The decision of the Independent Expert shall be final, conclusive and binding on the Parties. The costs and expenses of the Independent Expert shall be allocated between Parent, on the one hand, and the Seller, on the other hand, based upon the percentage that the portion of the aggregate contested amount not awarded to each Party bears to the aggregate amount actually contested by such Party, as determined by the Independent Expert. (d) For purposes of this Agreement, “Final Company Transaction Costs”, “Final Company Cash”, and “Final Closing Indebtedness Amount” mean the amount of such items: (i) as shown in the Adjustment Statement delivered by Parent to the Seller pursuant to Section 2.11(a) if no Adjustment Notice of Objection with respect thereto is timely delivered by the Seller to Parent pursuant to Section 2.11(c); or (ii) if an Adjustment Notice of Objection is so delivered: (A) as agreed by Parent and the Seller pursuant to Section 2.11(c); or (B) in the absence of such agreement, as determined in the Independent Expert’s report delivered pursuant to Section 2.11(c).

Adjustment. The number (a) As promptly as practicable following the Effective Date (but not later than 60 days after the Effective Date), KPMG shall deliver to Consulting a certificate (the “Preliminary Valuation Date Report”), executed on behalf of Warrant Shares purchasable upon KPMG by the exercise chief financial officer of KPMG, setting forth the value of the purchase rights evidenced Receivables, WIP, other assets and Liabilities set forth on the Asset/Liability Schedule as of the Effective Date and the difference, if any, between the value of the Transferred Assets and the value of the Assumed Liabilities (each calculated on the same basis as such Receivables, WIP, other assets and Liabilities were carried on the books of KPMG) (such difference, if any, is referred to herein as the “Preliminary Required Adjustment”). (b) Promptly following receipt of the Preliminary Valuation Date Report, Consulting shall review the same and, within 30 days after the date of such receipt, may deliver to KPMG a certificate (signed by this Warrant Agreement its chief financial officer) setting forth any objections to the Preliminary Required Adjustment or the Preliminary Valuation Date Report, together with a summary of the reasons therefor and calculations which, in its view, are necessary to eliminate such objections. In the event Consulting does not so object within such 30-day period, the Preliminary Required Adjustment and the Preliminary Valuation Date Report shall be subject final and binding as the “Required Adjustment” and the “Valuation Date Report”, respectively, for purposes of this Agreement, but shall not limit the covenants and agreements of the Parties set forth elsewhere in this Agreement. (c) In the event Consulting so objects within such 30-day period, Consulting and KPMG shall use their reasonable efforts to adjustment from time resolve by written agreement (the “Agreed Adjustments”) any differences as to time upon the occurrence of certain eventsPreliminary Required Adjustment as set forth on the Preliminary Valuation Date Report and, in the event KPMG and Consulting so resolve all such differences, the Preliminary Required Adjustment and the Preliminary Valuation Date Report as follows: a. In case adjusted by the outstanding shares of Common Stock Agreed Adjustments shall be subdivided into a greater number final and binding as the Required Adjustment and the Valuation Date Report, respectively, for purposes of shares or combined into a smaller number of shares, this Agreement but shall not limit the number of Warrant Shares to be received by the Warrantholder upon exercise covenants and agreements of the purchase rights evidenced Parties set forth elsewhere in this Agreement. (d) In the event any objections raised by this Warrant Agreement Consulting are not resolved by Agreed Adjustments within the 30-day period next following the 30-day period referred to in Section 3.7(c), then Consulting and KPMG shall resolve any remaining objections in accordance with Article XIII. The Preliminary Required Adjustment as set forth on the Preliminary Valuation Date Report after giving effect to any Agreed Adjustments and to the resolution of objections pursuant to Article XIII, shall be appropriately adjusted such that final and binding as the proportion Required Adjustment and the Valuation Date Report, respectively for purposes of this Agreement but shall not limit the covenants and agreements of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, (i) the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on such record date, and (ii) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described Parties set forth elsewhere in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declaredAgreement. c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairment.

Adjustment. The number 9.3.1 All Net Metals Royalty payments will be considered final and in full satisfaction of Warrant Shares purchasable upon the exercise all obligations of the purchase rights evidenced Company with respect thereto, unless the Royalty Holder(s) gives the Company written notice describing and setting forth a specific objection to the determination thereof within ninety (90) days after receipt by the Royalty Holder of the Quarterly Statement. If the Royalty Holder(s) objects to a particular Quarterly Statement as herein provided, the Royalty Holder will, for a period of sixty (60) days after the Company receives notice of such objection, have the right, upon reasonable notice, to have the Company’s accounts and records relating to the calculation of the Net Metals Royalty in question audited by an Independent Auditor and who enters‌ into a confidentiality undertaking substantially in the terms as strict as in this Warrant Agreement Agreement. If such audit determines that there has been a deficiency in the payment made to the Royalty Holder(s), such deficiency will be resolved by adjusting the next quarterly Net Metals Royalty payment as set out below. Should the audit determine that there has been an excess in the payment made to the Royalty Holder, such excess shall not be adjusted in the next quarterly Net Metals Royalty payment and it shall be subject to adjustment from time to time upon the occurrence Company’s loss. The Royalty Holder(s) will pay all costs of certain events, as follows: a. In case the outstanding shares such audit (but not any legal fees of Common Stock shall be subdivided into Company) unless a greater number deficiency of shares one percent (1%) or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise more of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement amount due to the total number of outstanding shares of Common Stock immediately prior Royalty Holder is determined to exist and in such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. In the a deficiency case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, pay: (i) to each Royalty Holder EUR 25,000 as liquidated damages in the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on such record date, and next quarterly Net Metals Royalty payment; (ii) the denominator Royalty Holder(s) reasonable legal costs; and (iii) all costs of which such audit. Failure on the part of the Royalty Holder(s) to make claim on the Company for adjustment in such 90-day period will establish the correctness of the payment and preclude the filing of exceptions thereto or making of claims for adjustment thereon. 9.3.2 The Parties shall jointly instruct the representative of the Independent Auditor that he/she shall: (i) act as an expert and not as an arbitrator; and (ii) render his/her written decision, together with the reasons, in English within thirty (30) Business Days after the end of the sixty (60) days period referred to above in Section 9.3.1. 9.3.3 Each Party shall be entitled but also obligated to provide the sum Independent Auditor the documentation and assistance deemed necessary by the Independent Auditor for resolving the dispute. Should the Company not provide the Independent Auditor the documentation and assistance deemed necessary by the Independent Auditor, the Company shall pay the costs of such audit regardless if deficiency of more than one percent (x) the number of shares of Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described in this Section 5(b1%) is declared but not so paid or made, the number found. A copy of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted any written communication to the number of Warrant Shares that would Independent Auditor shall simultaneously be issuable upon exercise of provided to the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declaredCompany and the Royalty Holder(s). c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairment.

Adjustment. The number of Warrant Shares purchasable upon (a) In the exercise event the Company, after the Date hereof, shall propose to consider or engage in an Adjustment Transaction, then, in each such event, the Company shall mail to the Holder of the purchase rights evidenced by this Warrant Agreement notice of such proposed action, which shall specify the date on which the stock transfer books of the Company shall close, or a record shall be subject to adjustment from time to time upon taken, for determining the occurrence of certain events, as follows: a. In case the outstanding shares holders of Common Stock entitled to receive the benefit of such Adjustment Transaction, or the date on which the Adjustment Transaction shall be subdivided into a greater number take place or commence, as the case may be, and the date as of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such which it is expected that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares holders of Common Stock immediately of record shall be entitled to receive securities or other property deliverable upon such action, if any such date is to be fixed. Such notice shall be mailed at least thirty (30) days prior to the date upon which it is proposed that such subdivision or combination is equal action take place and twenty (20) days prior to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement any record date to the total number of outstanding shares determine holders of Common Stock immediately after entitled to receive the benefit of such subdivision or combinationAdjustment Transaction. If an Adjustment Transaction occurs, and the Exercise Price shall be proportionately adjusted such that by the aggregate Exercise Price of all Company so as to fairly preserve, without dilution, the purchase rights represented by the Warrant in accordance with Section 5.01 and ------------ otherwise with the essential intent and purposes hereof. If the Holder(s) of the Warrant disputes the adjustment of the Exercise Price made by the Company and the parties cannot otherwise resolve the dispute promptly and in good faith, then evidenced by this Warrant Agreement shall remain unchanged. b. In the case the Company shall hereafter declare at its expense appoint a dividend or distribution to all holders firm of independent public accountants of recognized national standing (which may be the regular auditors of the outstanding shares Company), which shall give their opinion as to the adjustment, if any, to be made to the Exercise Price as the result of Common Stock in shares the relevant Adjustment Transaction. Upon receipt of Common Stocksuch opinion, the number of Warrant Shares issuable upon exercise Company shall promptly mail a copy thereof to the Holder(s) of the purchase rights evidenced by Warrant and shall make the adjustment described therein. An adjustment made pursuant to this Warrant Agreement Section 5.02(a) shall --------------- become effective immediately after the effective date of any such issue, sale, Dividend, subdivision, combination or reclassification. Anything herein to the contrary notwithstanding, the Company shall not be increased by dividing such number by a fraction, (i) required to make any adjustment of the numerator Exercise Price in the case of which shall be the number issuance of shares of Common Stock outstanding at upon the close of business on such record date, and (ii) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting such dividend exercise in whole or distribution. If any dividend or distribution part of the type described Warrant. (b) Whenever the Exercise Price is adjusted as provided in this Section 5(b) is declared but not so paid or made------- 5.02, the number Company will, if requested, promptly obtain a certificate of Warrant Shares issuable upon exercise a firm of ---- independent public accountants of recognized national standing selected by the Board of Directors of the purchase rights evidenced by this Warrant Agreement shall again Company (who may be adjusted the regular auditors of the Company) setting forth the Exercise Price, and the Exercise Quantity as so adjusted, the computation of such adjustment and a brief statement of facts accounting for such adjustment, and will retain such certificate on file and mail to the number of Warrant Shares that would be issuable upon exercise Holder(s) of the purchase rights evidenced by this Warrant Agreement if a copy of such dividend or distribution had not been declaredcertificate from such firm of independent public accountants. c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairment.

Adjustment. The number of Warrant Shares shares of Common Stock purchasable upon the ---------- exercise of the purchase rights evidenced by this Warrant Agreement and the Exercise Price shall be subject to adjustment from time to time upon the occurrence of certain events, as followsprovided in this Paragraph 7: a. (1) In case the outstanding shares of Common Stock Corporation shall be subdivided into a greater number of shares pay or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. In the case the Company shall hereafter declare make a dividend or other distribution to all holders on any class of capital stock of the outstanding shares of Common Stock Corporation in shares of Common Stock, the number of Warrant Shares issuable shares of Common Stock purchasable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing multiplying such number of shares by a fraction, (i) the numerator fraction of which the denominator shall be the number of shares of Common Stock outstanding at the close of business on the day immediately preceding the date of such record date, distribution and (ii) the denominator of which numerator shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution, such increase to become effective immediately after the opening of business on the day following such distribution, provided, however, that in no event shall the Warrant be -------- ------- exercised for more than 19.9% of the shares of Common Stock issued and outstanding following such exercise. (x2) In case outstanding shares of Common Stock shall be subdivided into a greater number of shares of Common Stock, the number of shares of Common Stock purchasable upon exercise of this Warrant at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately increased, and, conversely, in case outstanding shares of Common Stock shall each be combined into a smaller number of shares of Common Stock, the number of shares of Common Stock purchasable upon exercise of this Warrant at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately decreased, such increase or decrease, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective, provided, -------- however, that in no event shall the Warrant be exercised for more than ------- 19.9% of the shares of Common Stock issued and outstanding following such exercise. (3) The reclassification (excluding any transaction in which a Substitute Warrant would be issued) of Common Stock into securities (other than Common Stock) and/or cash and/or other consideration shall be deemed to involve a subdivision or combination, as the case may be, of the number of shares of Common Stock outstanding at immediately prior to such reclassification into the close number or amount of business on securities and/or cash and/or other consideration outstanding immediately thereafter and the effective date of such record date and reclassification shall be deemed to be "the day upon which such subdivision becomes effective", or "the day upon which such combination becomes effective", as the case may be, within the meaning of clause (y2) above. (4) The Corporation may make such increases in the total number of shares of Common Stock constituting such dividend or distribution. If purchasable upon exercise of this Warrant, in addition to those required by this subparagraph (A), as shall be determined by its Board of Directors to be advisable in order to avoid taxation so far as practicable of any dividend of stock or distribution of stock rights or any event treated as such for federal income tax purposes to the type described in this Section 5(brecipients. (B) is declared but not so paid or made, Whenever the number of Warrant Shares issuable shares of Common Stock purchasable upon exercise of the purchase rights evidenced by this Warrant Agreement is adjusted as herein provided, the Exercise Price shall again be adjusted by a fraction in which the numerator is equal to the number of Warrant Shares that would be issuable upon exercise shares of Common Stock purchasable prior to the adjustment and the denominator is equal to the number of shares of Common Stock purchasable after the adjustment. (C) For the purpose of this Paragraph 7, the term "Common Stock" shall include any shares of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared. c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance Corporation of any class or series which has no preference or priority in the payment of dividends or in the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of the terms Corporation and which is not subject to be observed or performed hereunder redemption by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairmentCorporation.

Adjustment. The number (a) Upon each adjustment of Warrant Shares purchasable upon the exercise price, the holder of the purchase rights evidenced by this Warrant Agreement shall thereafter be subject entitled to adjustment purchase, at the exercise price resulting from time to time upon the occurrence of certain events, as follows: a. In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of sharessuch adjustment, the number of Warrant Shares shares obtained by multiplying the exercise price in effect immediately prior to be received such adjustment by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon shares purchasable pursuant hereto immediately prior to such adjustment and dividing the product thereof by the exercise of the purchase rights evidenced by this Warrant Agreement price resulting from such adjustment, and rounding down to the total nearest whole share. (b) If the number of outstanding shares of Common Stock is increased by a stock split, stock dividend, or other similar event, the exercise price in effect immediately prior to such subdivision or combination is equal to event shall be proportionately reduced, and conversely, if the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock is decreased by a combination or reclassification of shares, or other similar event, the exercise price in effect immediately after prior to such subdivision or combination, and the Exercise Price event shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchangedincreased. b. In the case (c) If the Company shall hereafter declare effect a dividend reorganization, shall merge with or distribution consolidate into another corporation, or shall sell, transfer or otherwise dispose of all or substantially all of its property, assets or business and, pursuant to all holders the terms of such reorganization, merger, consolidation or disposition of assets, property or assets of the outstanding shares of Common Stock in shares Company, successor or transferee or an affiliate thereof or cash are to be received by or distributed to the holders of Common Stock, then the holder of this Warrant shall have the right thereafter to receive, upon the exercise of this Warrant, the number of Warrant Shares issuable upon exercise shares of stock or other securities, property or assets of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing Company, successor, transferee or affiliate thereof or cash receivable upon or as a result of such number reorganization, merger, consolidation or disposition of assets by a fraction, (i) the numerator holder of which shall be the number of shares of Common Stock outstanding equal to that to which the holder of this Warrant upon the exercise thereof immediately prior to such event would be entitled. The provisions of this paragraph shall similarly apply to successive reorganizations, mergers, consolidations or dispositions of assets. Upon any reorganization, consolidation, merger or transfer hereinabove referred to, this Warrant shall continue in full force and effect and the terms hereof shall be applicable to the shares of stock and other securities, property, assets and cash receivable upon the exercise of this Warrant after the consummation of such reorganization, consolidation, merger or transfer, as the case may be. The Company shall not effect any such reorganization, consolidation, merger or transfer, unless prior to the consummation thereof the successor corporation (if other than the Company) resulting therefrom or the corporation purchasing such assets shall, by written instrument executed and mailed to the registered holder hereof at the close last address of business such holder appearing on the books of the Company, (i) assume the obligation to deliver to such record dateholder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to purchase, and (ii) the denominator of which shall agree to be the sum of (x) the number of shares of Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced bound by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared. c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of all the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairmentWarrant.

Adjustment. The number (a) As promptly as practicable following the Effective Date (but not later than 60 days after the Effective Date), KPMG shall deliver to Consulting a certificate (the "Preliminary Valuation Date Report"), executed on behalf of Warrant Shares purchasable upon KPMG by the exercise chief financial officer of KPMG, setting forth the value of the purchase rights evidenced Receivables, WIP, other assets and Liabilities set forth on the Asset/Liability Schedule as of the Effective Date and the difference, if any, between the value of the Transferred Assets and the value of the Assumed Liabilities (each calculated on the same basis as such Receivables, WIP, other assets and Liabilities were carried on the books of KPMG) (such difference, if any, is referred to herein as the "Preliminary Required Adjustment"). (b) Promptly following receipt of the Preliminary Valuation Date Report, Consulting shall review the same and, within 30 days after the date of such receipt, may deliver to KPMG a certificate (signed by this Warrant Agreement its chief financial officer) setting forth any objections to the Preliminary Required Adjustment or the Preliminary Valuation Date Report, together with a summary of the reasons therefor and calculations which, in its view, are necessary to eliminate such objections. In the event Consulting does not so object within such 30-day period, the Preliminary Required Adjustment and the Preliminary Valuation Date Report shall be subject final and binding as the "Required Adjustment" and the "Valuation Date Report", respectively, for purposes of this Agreement, but shall not limit the covenants and agreements of the Parties set forth elsewhere in this Agreement. (c) In the event Consulting so objects within such 30-day period, Consulting and KPMG shall use their reasonable efforts to adjustment from time resolve by written agreement (the "Agreed Adjustments") any differences as to time upon the occurrence of certain eventsPreliminary Required Adjustment as set forth on the Preliminary Valuation Date Report and, in the event KPMG and Consulting so resolve all such differences, the Preliminary Required Adjustment and the Preliminary Valuation Date Report as follows: a. In case adjusted by the outstanding shares of Common Stock Agreed Adjustments shall be subdivided into a greater number final and binding as the Required Adjustment and the Valuation Date Report, respectively, for purposes of shares or combined into a smaller number of shares, this Agreement but shall not limit the number of Warrant Shares to be received by the Warrantholder upon exercise covenants and agreements of the purchase rights evidenced Parties set forth elsewhere in this Agreement. (d) In the event any objections raised by this Warrant Agreement Consulting are not resolved by Agreed Adjustments within the 30-day period next following the 30-day period referred to in Section 3.7(c), then Consulting and KPMG shall resolve any remaining objections in accordance with Article XIII. The Preliminary Required Adjustment as set forth on the Preliminary Valuation Date Report after giving effect to any Agreed Adjustments and to the resolution of objections pursuant to Article XIII, shall be appropriately adjusted such that final and binding as the proportion Required Adjustment and the Valuation Date Report, respectively for purposes of this Agreement but shall not limit the covenants and agreements of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, (i) the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on such record date, and (ii) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described Parties set forth elsewhere in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declaredAgreement. c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairment.

Adjustment. The number of Warrant Shares purchasable issuable upon the exercise of the purchase rights evidenced by this Warrant Agreement shall be is subject to adjustment from time if the Company shall, prior to time upon any exercise of this Warrant, effect one or more stock splits, stock dividends, or other increases or reductions in the occurrence of certain events, as follows: a. In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of shares, common Stock outstanding. (a) The Exercise Price and the number of Warrant Shares to be received by the Warrantholder issued upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchangedas follows. b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, (i) If at any time after the numerator of which shall be date hereof the number of shares of Common Stock outstanding at is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock, then, on the close record date of business such stock dividend, subdivision or split-up, the Exercise Price shall be appropriately decreased and the number of shares of Common Stock issuable on exercise of this Warrant shall be appropriately increased in proportion to such record date, and increase of outstanding shares; (ii) If at any time after the denominator of which shall be the sum of (x) date hereof the number of shares of Common Stock outstanding at is decreased by a combination of the close outstanding shares of business Common Stock, then, on the effective date of such record date combination, the Exercise Price shall be appropriately increased and (y) the total number of shares of Common Stock constituting issuable on exercise of this Warrant shall be appropriately decreased in proportion to such dividend or distribution. If any dividend or distribution of the type described decrease in outstanding shares. (b) All calculations under this Section 5(b10 shall be made to the nearest cent or to the nearest one hundredth (1/100) is declared but not so paid or madeof a share, as the number case may be. No fractional shares of Warrant Shares issuable Common Stock shall be issued upon exercise of the purchase rights evidenced by this Warrant Agreement shall again Warrant. Any fractional shares of Common Stock which might otherwise be adjusted to the number of Warrant Shares that would be issuable issued upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declaredshall be rounded to the nearest whole share (with one-half rounded up). c. The (c) If the Exercise Price shall be adjusted, the Company will notshall prepare and mail to the holder hereof a certificate setting forth the event requiring the adjustment, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any amount of the terms adjustment, the method by which the adjustment was calculated, and (after giving effect to be observed or performed hereunder by the Company, but will at times in good faith assist in adjustment) the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairmentExercise Price.

Adjustment. The number of Warrant Convertible Preferred Shares (and the number of Ordinary Shares issuable upon conversion thereof) purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement and the Exercise Price shall be subject to adjustment from time to time or upon exercise as provided in this paragraph 4. 4.1 If, during the term of this Warrant, the Company shall distribute a stock dividend or shares of capital stock pursuant to a reclassification of its Convertible Preferred Shares to the holders of Convertible Preferred Shares (i.e., bonus shares), the number of Convertible Preferred Shares purchasable upon exercise of this Warrant shall be increased by multiplying such number of shares to be purchased under this Warrant by a fraction of which the denominator shall be the number of Convertible Preferred Shares outstanding at the close of business on the day immediately preceding the date of such distribution and the numerator shall be the sum of such number of shares and the total number of bonus shares, such increase to become effective immediately after the opening of business on the date following such distribution, and upon the occurrence happening of certain eventssuch an event the Exercise Price shall be adjusted appropriately. 4.2 If, as follows: a. In case during the term of this Warrant, the outstanding shares of Common Stock Convertible Preferred Shares shall be subdivided into a greater number of shares or Convertible Preferred Shares, the number of Convertible Preferred Shares purchasable upon exercise of this Warrant at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately increased, and, conversely, if the outstanding Convertible Preferred Shares shall each be combined into a smaller number of sharesConvertible Preferred Shares, the number of Warrant Convertible Preferred Shares to be received by the Warrantholder purchasable upon exercise of the purchase rights evidenced by this Warrant Agreement at the opening of business on the day following the day upon which such combination becomes effective shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combinationproportionately decreased, and in each such case the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchangedappropriately. b. 4.3 Reorganization, Reclassification, Merger, Consolidation or Disposition ---------------------------------------------------------------------- of Assets --------- (a) In the case the Company shall hereafter declare a dividend reorganize its capital, reclassify its capital stock, consolidate or distribution merge with or into another corporation or sell, transfer or otherwise dispose of all or substantially all of its property, assets or business to all holders another corporation and pursuant to the terms of the outstanding shares such reorganization, reclassification, merger, consolidation or disposition of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fractionassets, (i) shares of capital stock of the numerator successor or acquiring corporation or of which the Company (if it is the surviving corporation) or (ii) any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of capital stock of the successor or acquiring corporation ("Other Property") are to be received by or distributed to the holders of Convertible Preferred Shares of the Company who are holders immediately prior to such transaction, then the Holder shall be have the right thereafter to receive, upon exercise of this Warrant, the number of shares of Common Stock outstanding at capital stock of the close successor or acquiring corporation or of business on such record datethe Company, if it is the surviving corporation, and (ii) the denominator Other Property receivable upon or as a result of which shall be the sum such reorganization, reclassification, merger, consolidation or disposition of (x) assets by a holder of the number of shares of Common Stock outstanding at Convertible Preferred Shares for which this Warrant is exercisable immediately prior to such event. (b) In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the close successor or acquiring corporation shall expressly assume the due and punctual observance and performance of business on each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such record date and modifications as may be deemed appropriate (yas determined by resolution of the Board of Directors of the Company) the total number in order to provide for adjustments of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described Convertible Preferred Shares for which this Warrant is exercisable, which modifications shall be as nearly equivalent as practicable to the adjustments provided for in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared4. c. (c) The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking subsection 4.3 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairmentassets.

Adjustment. The Option Exercise Price and the number of Warrant Common Shares purchasable to be purchased by an Optionee upon the exercise of an Option will be adjusted, with respect to the purchase rights evidenced then unexercised portion thereof, by this Warrant Agreement shall be subject to adjustment the Board of Directors from time to time (on the basis of such advice as the Board of Directors considers appropriate, including, if considered appropriate by the Board of Directors, a certificate of the auditors of the Company) in the event and in accordance with the provisions and rules set out below any dispute that arises at any time with respect to any adjustment pursuant to such determination will be conclusively determined by the Board of Directors, and any such determination will be binding on the Company, the Optionee and all other affected parties. In the event that a dividend is declared upon the occurrence Common Shares payable in Common Shares (other than in lieu of certain events, as follows: a. In case dividends paid in the outstanding shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of sharesordinary course), the number of Warrant Common Shares then subject to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement any Option shall be appropriately adjusted by adding to each such that the proportion of Common Share the number of Warrant Common Shares issuable upon exercise which would be distributed thereon if such Common Share had been outstanding on the date fixed for determining members entitled to receive such stock dividend. In the event that the outstanding Common Shares are changed into or exchanged for a different number or kind of Common Shares or other securities of the purchase rights evidenced by Company or of another corporation, whether through an arrangement, amalgamation or other similar procedure or otherwise, or a share recapitalization, subdivision or consolidation, then there shall be substituted for each Common Share subject to any Option the number and kind of Common Shares or other securities of the Company or another corporation into which each outstanding Common Share shall be so changed or for which each such Common Share shall be exchanged. In the event that there is any change, other than specified above in this Warrant Agreement Article 16, in the number or kind of outstanding Common Shares or of any securities in which such Common Shares shall have been changed or for which they shall have been exchanged, then, if the Board of Directors, in its sole discretion, determines that such change equitably requires an adjustment to be made in the number or kind of Common Shares subject to the total Plan, an equitable adjustment shall be made in number of outstanding shares or kind of Common Stock immediately Shares, such adjustment to be reasonably determined by the Board of Directors and to be effective and binding for all purposes. In the case of any such substitution or adjustment as provided for in this article 16, the Option Exercise Price in respect of each Option for each Common Share covered thereby prior to such subdivision substitution or combination is equal to the proportion of adjustment will be proportionately and appropriately varied, such variation shall generally require that the number of Warrant Common Shares issuable upon exercise of or securities covered by the purchase rights evidenced Option after the relevant event multiplied by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the varied Option Exercise Price shall be proportionately adjusted such equal the number of Common Shares covered by the Option prior to the relevant event multiplied by the original Option Exercise Price. In the event that the aggregate Exercise Price Company distributes by way of a dividend, or otherwise, to all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. In the case the Company shall hereafter declare a dividend or distribution to substantially all holders of the outstanding Common Shares, property, evidences of indebtedness or shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise or other securities of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fractionCompany (other than Common Shares) or rights, (i) the numerator of which shall be the number of shares of options or warrants to acquire Common Stock outstanding at the close of business on such record date, and (ii) the denominator of which shall be the sum of (x) the number of shares of Shares or securities convertible into or exchangeable for Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting such dividend Shares or distribution. If any dividend or distribution of the type described in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared. c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of other securities or any other voluntary action, avoid or seek to avoid the observance or performance property of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist other than as a dividend in the carrying out ordinary course, then, if the Board of all the provisions of this Section 5 and Directors, in its sole discretion, determines that such action equitably requires an adjustment in the taking Option Exercise Price or number of Common Shares subject to any Option, or both, such adjustments shall be made by the Board of Directors and shall be effective and binding for all such lawful action as may purposes. No adjustment or substitution provided for in this Article 16 shall require the Company to issue a fractional share in respect of any Option and the total substitution or adjustment with respect to each Option shall be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairmentlimited accordingly.

Adjustment. The number of Warrant Shares shares of Common Stock purchasable upon the ---------- exercise of the purchase rights evidenced by this Warrant Agreement and the Exercise Price shall be subject to adjustment from time to time upon the occurrence of certain events, as followsprovided in this Paragraph 7: a. (1) In case the outstanding shares of Common Stock Corporation shall be subdivided into a greater number of shares pay or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. In the case the Company shall hereafter declare make a dividend or other distribution to all holders on any class of capital stock of the outstanding shares of Common Stock Corporation in shares of Common Stock, the number of Warrant Shares issuable shares of Common Stock purchasable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing multiplying such number of shares by a fraction, (i) the numerator fraction of which the denominator shall be the number of shares of Common Stock outstanding at the close of business on the day immediately preceding the date of such record date, distribution and (ii) the denominator of which numerator shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution, such increase to become effective immediately after the opening of business on the day following such distribution, provided, however, that in no event shall the Warrant -------- ------- be exercised for more than 19.9% of the shares of Common Stock issued and outstanding following such exercise. (x2) In case outstanding shares of Common Stock shall be subdivided into a greater number of shares of Common Stock, the number of shares of Common Stock purchasable upon exercise of this Warrant at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately increased, and, conversely, in case outstanding shares of Common Stock shall each be combined into a smaller number of shares of Common Stock, the number of shares of Common Stock purchasable upon exercise of this Warrant at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately decreased, such increase or decrease, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective, provided, however, that in no event shall the Warrant -------- ------- be exercised for more than 19.9% of the shares of Common Stock issued and outstanding following such exercise. (3) The reclassification (excluding any transaction in which a Substitute Warrant would be issued) of Common Stock into securities (other than Common Stock) and/or cash and/or other consideration shall be deemed to involve a subdivision or combination, as the case may be, of the number of shares of Common Stock outstanding at immediately prior to such reclassification into the close number or amount of business on securities and/or cash and/or other consideration outstanding immediately thereafter and the effective date of such record date and reclassification shall be deemed to be "the day upon which such subdivision becomes effective", or "the day upon which such combination becomes effective", as the case may be, within the meaning of clause (y2) above. (4) The Corporation may make such increases in the total number of shares of Common Stock constituting such dividend or distribution. If purchasable upon exercise of this Warrant, in addition to those required by this subparagraph (A), as shall be determined by its Board of Directors to be advisable in order to avoid taxation so far as practicable of any dividend of stock or distribution of stock rights or any event treated as such for federal income tax purposes to the type described in this Section 5(brecipients. (B) is declared but not so paid or made, Whenever the number of Warrant Shares issuable shares of Common Stock purchasable upon exercise of the purchase rights evidenced by this Warrant Agreement is adjusted as herein provided, the Exercise Price shall again be adjusted by a fraction in which the numerator is equal to the number of Warrant Shares that would be issuable upon exercise shares of Common Stock purchasable prior to the adjustment and the denominator is equal to the number of shares of Common Stock purchasable after the adjustment. (C) For the purpose of this Paragraph 7, the term "Common Stock" shall include any shares of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared. c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance Corporation of any class or series which has no preference or priority in the payment of dividends or in the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of the terms Corporation and which is not subject to be observed or performed hereunder redemption by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairmentCorporation.

Adjustment. The number of Warrant Shares purchasable upon (a) In the exercise event the Company, after the Closing Date, shall propose to consider or engage in an Adjustment Transaction, then, in each such event, the Company shall mail to the Holder of the purchase rights evidenced by this Warrant Agreement Warrants notice of such proposed action, which shall specify the date on which the stock transfer books of the Company shall close, or a record shall be subject to adjustment from time to time upon taken, for determining the occurrence of certain events, as follows: a. In case the outstanding shares holders of Common Stock entitled to receive the benefit of such Adjustment Transaction, or the date on which the Adjustment Transaction shall be subdivided into a greater number take place or commence, as the case may be, and the date as of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such which it is expected that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares holders of Common Stock immediately of record shall be entitled to receive securities or other property deliverable upon such action, if any such date is to be fixed. Such notice shall be mailed at least thirty (30) days prior to the date upon which it is proposed that such subdivision or combination is equal action take place and twenty (20) days prior to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement any record date to the total number of outstanding shares determine holders of Common Stock immediately after entitled to receive the benefit of such subdivision or combinationAdjustment Transaction. If an Adjustment Transaction occurs, and the Exercise Price shall be proportionately adjusted such that by the aggregate Exercise Price of all Company so as to fairly preserve, without dilution, the purchase rights represented by the Warrants in accordance with SECTION 5.01 and otherwise with the essential intent and purposes hereof. If the Holder(s) of the Warrants disputes the adjustment of the Exercise Price made by the Company and the parties cannot otherwise resolve the dispute promptly and in good faith, then evidenced by this Warrant Agreement shall remain unchanged. b. In the case the Company shall hereafter declare at its expense appoint a dividend or distribution to all holders firm of independent public accountants of recognized national standing (which may be the regular auditors of the outstanding shares Company), which shall give their opinion as to the adjustment, if any, to be made to the Exercise Price as the result of Common Stock in shares the relevant Adjustment Transaction. Upon receipt of Common Stocksuch opinion, the number of Warrant Shares issuable upon exercise Company shall promptly mail a copy thereof to the Holder(s) of the purchase rights evidenced by Warrants and shall make the adjustment described therein. An adjustment made pursuant to this Warrant Agreement SECTION 5.02(a) shall become effective immediately after the effective date of any such issue, sale, Dividend, subdivision, combination or reclassification. Anything herein to the contrary notwithstanding, the Company shall not be increased by dividing such number by a fraction, (i) required to make any adjustment of the numerator Exercise Price in the case of which shall be the number issuance of shares of Common Stock outstanding at upon the close exercise in whole or part of business on such record datethe Warrant. (b) Whenever the Exercise Price is adjusted as provided in this SECTION 5.02, the Company will, if requested, promptly obtain a certificate of a firm of independent public accountants of recognized national standing selected by the Board of Directors of the Company (who may be the regular auditors of the Company) setting forth the Exercise Price, and (iithe Exercise Quantity as so adjusted, the computation of such adjustment and a brief statement of facts accounting for such adjustment, and will retain such certificate on file and mail to the Holder(s) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described in this Section 5(b) is declared but not so paid or made, the number Warrants a copy of Warrant Shares issuable upon exercise such certificate from such firm of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declaredindependent public accountants. c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairment.

Adjustment. The number of Warrant Shares purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement shall be subject to adjustment from time to time upon the occurrence of certain events, as follows: a. In case the (a) If outstanding shares of the Common Stock of the Issuer shall be subdivided into a greater number of shares, or a dividend in Common Stock or other securities of the Issuer convertible into or exchangeable for Common Stock (in which latter event the number of shares of Common Stock issuable upon the conversion or exchange of such securities shall be deemed to have been distributed), shall be paid or distributed in respect to the Common Stock of the Issuer, the number of Option Shares for which this Option may be exercised immediately prior to such subdivision or at the record date of such dividend shall, simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend or other distribution, be proportionately increased, and conversely, if outstanding shares of the Common Stock of the Issuer shall be combined into a smaller number of shares, the number of Warrant Option Shares for which this Option may be exercised prior to such combination shall, simultaneously with the effectiveness of such combination, be received by proportionately decreased. Any adjustment to the Warrantholder Option Shares under this Section 9(a) shall become effective at the close of business on the date the subdivision or combination referred to herein becomes effective. (b) In the event of any recapitalization, consolidation, merger or reorganization ("Reorganization"), where the Issuer shall not be the surviving entity the Employee of the Options shall at the sole discretion of the Issuer be entitled to either (1) receive, and provision shall be made therefore in any agreement relating to any such Reorganization, upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that Option the proportion of the kind and number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion other securities or property (including cash) of the number Issuer, which the Employee would have received in connection with the Reorganization as the Employee of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, (i) the numerator of which shall be the number of shares of Common Stock outstanding at into which the close of business on Option could have been exercised in full immediately prior to such record date, Reorganization; and (ii) the denominator of which in any such case appropriate adjustment shall be made in the sum application of the provisions herein set forth with respect to the rights and interests thereafter of the Employees, to the end that the provisions set forth herein (x) including the specified changes and other adjustments to the number of shares of Common Stock outstanding at the close of business on Option Shares) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares, to such record date and (y) the total number of shares of Common Stock constituting such dividend other securities or distribution. If any dividend or distribution property thereafter receivable upon issuance of the type described in Option Shares or (b) no less than thirty (30) days prior notice of such Reorganization, during which time the Employee may elect to exercise all Options which have then vested. In such event all unexercised Options shall expire upon the consummation of the Reorganization . The provisions of this Section 5(b9(b) is declared but not so paid shall similarly apply to successive Reorganizations. For purposes of this Section 9, the term "Reorganization" shall include the acquisition of the Issuer by another entity by means of a merger, consolidation or made, other reorganization. (c) In addition to the adjustments to the number of Warrant Option Shares issuable or other property receivable upon exercise of the purchase rights evidenced by this Warrant Agreement Options as provided in Sections 9(a) and (b) above, the Exercise Price per Option Share shall again be appropriately adjusted to so that the number of Warrant Shares that would be issuable upon aggregate exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declaredprice shall remain constant. c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairment.

Adjustment. (a) The number of Warrant Shares purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement shall be hereunder are subject to adjustment from time to time upon the occurrence of certain eventstime, as follows: a. In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. In the case (i) If the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of at any time subdivides its Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by pursuant to this Warrant Agreement shall will be increased proportionately increased. If the Company at any time combines its Common Stock, the number of Warrant Shares issuable pursuant to this Warrant will be proportionately decreased. (ii) If the Company at any time pays a dividend payable in, or make any other distribution (except any distribution specifically provided for in the foregoing subsections (i)) of Common Stock, then the number of Warrant Shares issuable pursuant to this Warrant will be adjusted, from and after the date of determination of stockholders entitled to receive such dividend or distribution of stockholders to that number of Warrant Shares determined by dividing multiplying the number of Warrant Shares issuable immediately prior to such number date of determination by a fraction, fraction (i) the numerator of which shall will be the total number of shares of Common Stock outstanding at the close immediately after such dividend or distribution, calculated on a fully diluted basis as provided in Section 1(c) of business on such record datethis Warrant, and (ii) the denominator of which shall will be the sum of (x) the number of shares of Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting outstanding immediately prior to such dividend or distribution. If , calculated on a fully diluted basis as provided in Section 1(c) of this Warrant. (iii) The number of shares reserved for issuance pursuant to this Warrant will automatically be adjusted without further action by the Company in the event of any dividend or distribution adjustment of the type described in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon pursuant to this Warrant. (b) In the event of a merger, consolidation, recapitalization, combination or exchange of Common Stock occurring after the date hereof pursuant to which the Company is not the surviving entity (an "Acquisition"), the Company covenants that it will obtain from the acquiring entity, as a condition to the closing of such transaction or event, the right for the Holder to exchange this Warrant, at its sole option and in lieu of exercise hereof, for a warrant to purchase the equivalent number of shares of the equivalent class of shares of the acquiring entity on a fully diluted basis. The period of exercise of such new warrant shall be equal to the purchase rights evidenced by remaining duration of the exercise period of this Warrant Agreement shall again be adjusted Warrant. If, as a result of such Acquisition, the shareholders of the Company immediately prior to such Acquisition own at least a majority of the shares of voting capital stock, assuming full exercise or conversion of all securities exercisable for or convertible into such voting capital stock, outstanding after such Acquisition and are entitled upon liquidation to receive a majority of the assets of the surviving entity, then the method of calculating the number of Warrant Shares set forth in Paragraph 1 hereof shall remain unaffected; otherwise, this Warrant shall, after such Acquisition, permit the Holder to purchase that percentage of Warrant Shares or other consideration of the acquiring entity which the Holder would be issuable upon exercise entitled to receive as a result of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared. c. The Company will notmerger, by amendment of its certificate of incorporation or through any reorganizationconsolidation, recapitalization, transfer combination or exchange of assetsshares if this Warrant had been exercised in full immediately prior to such merger, consolidation, mergerrecapitalization, dissolutioncombination or exchange of shares (or the record date, issue if any, for such transaction or sale of securities or any other voluntary action, avoid or seek to avoid event) for the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times same aggregate exercise price as provided for in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairmentWarrant.

Adjustment. The (a) In case, prior to the expiration of the Warrant by exercise or by its terms, the Company shall issue any shares of its Common Stock as a stock dividend or subdivide the number of Warrant Shares purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement shall be subject to adjustment from time to time upon the occurrence of certain events, as follows: a. In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares, then, in either of such cases, the purchase price per share of the Shares issuable upon exercise of the Warrant in effect at the time of such action shall be proportionately reduced and the number of Shares at that time purchasable pursuant to the Warrant shall be proportionately increased; and conversely, in the event the Company shall contract the number of outstanding shares or combined of Common Stock by combining such shares into a smaller number of shares, then, in such case, the number of Warrant Shares to be received by the Warrantholder upon exercise purchase price per share of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to in effect at the total time of such action shall be proportionately increased and the number of outstanding Shares at that time purchasable pursuant to Warrant shall be proportionately decreased. Any dividend paid or distributed upon the Common Stock in stock of any other class of securities convertible into shares of Common Stock immediately prior to such subdivision or combination is equal shall be treated as a dividend paid in Common Stock to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding extent that shares of Common Stock immediately after such subdivision are issuable upon the conversion thereof. (b) In case, prior to the expiration of the Warrant by exercise or combinationby its terms, and the Exercise Price there shall be proportionately adjusted a recapitalization, whether by reorganization, reclassification or otherwise, of the capital of the Company, or the Company or a successor corporation shall be consolidated or merge with or convey all or substantially all of its or of any successor corporation's property and assets to any other corporation or corporations (any such that corporation being included within the aggregate Exercise Price meaning of the term "successor corporation" in the event of any consolidation or merger of any such corporation with, or the sale of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. In the case the Company shall hereafter declare a dividend or distribution to substantially all holders of the outstanding shares property of Common Stock any such corporation to, another corporation or corporations), in shares exchange for stock or securities of Common Stocka successor corporation, the number Warrant Holder shall thereafter have the right to purchase upon the terms and conditions and during the time specified in this Agreement, in lieu of Warrant the Shares issuable theretofore purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing Warrant, the kind and amount of shares of stock and other securities receivable upon such number recapitalization or consolidation, merger or conveyance by a fraction, (i) the numerator holder of which shall be the number of shares of Common Stock outstanding at which the close of business on Warrant Holder might have purchased immediately prior to such record date, and (ii) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting such dividend recapitalization or distribution. If any dividend or distribution of the type described in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared. c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue merger or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairmentconveyance.

Adjustment. The number of Warrant Shares shares of Common Stock purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement and the Exercise Price shall be subject to adjustment from time to time upon the occurrence of certain events, as followsprovided in this Section 5: a. (1) In case the outstanding Corporation shall pay or make a dividend or other distribution on any class of capital stock of the Corporation in Common Stock (including the ten percent (10%) dividend payable in Common Stock on November 15, 1995) or shall issue shares of Common Stock shall be subdivided into a greater number pursuant to exercises of shares or combined into a smaller number of sharesoutstanding stock options, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable purchasable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing multiplying such number of shares by a fraction, (i) the numerator fraction of which the denominator shall be the number of shares of Common Stock outstanding at the close of business on the day immediately preceding the date of such record date, distribution and (ii) the denominator of which numerator shall be the sum of such number of shares and the total number of shares constituting such dividend, issuance or other distribution, such increase to become effective immediately after the opening of business on the day following such distribution, provided, however, that in no event shall the Warrant be exercised for more than 19.9 percent of the shares of Common Stock issued and outstanding after exercise of the Warrant. (x2) In case outstanding shares of Common Stock shall be subdivided into a greater number of shares of Common Stock, the number of shares of Common Stock purchasable upon exercise of this Warrant at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately increased, and, conversely, in case outstanding shares of Common Stock shall each be combined into a smaller number of shares of Common Stock, the number of shares of Common Stock purchasable upon exercise of this Warrant at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately decreased, such increase or decrease, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective, provided, however, that in no event shall the Warrant be exercised for more than 19.9 percent of the shares of Common Stock issued and outstanding after exercise of the Warrant. (3) The reclassification of Common Stock into securities (other than Common Stock) and/or cash and/or other consideration shall be deemed to involve a subdivision or combination, as the case may be, of the number of shares of Common Stock outstanding at immediately prior to such reclassification into the close number or amount of business on securities and/or cash and/or other consideration outstanding immediately thereafter and the effective date of such record date and reclassification shall be deemed to be "the day upon which such subdivision becomes effective," or "the day upon which such combination becomes effective," as the case may be, within the meaning of clause (y2) above. (4) The Corporation may make such increases in the total number of shares of Common Stock constituting such dividend or distribution. If purchasable upon exercise of this Warrant, in addition to those required by this subparagraph (A), as shall be determined by its Board of Directors to be advisable in order to avoid taxation so far as practicable of any dividend of stock or distribution of stock rights or any event treated as such for federal income tax purposes to the type described in this Section 5(brecipients. (B) is declared but not so paid or made, Whenever the number of Warrant Shares issuable shares of Common Stock purchasable upon exercise of the purchase rights evidenced by this Warrant Agreement is adjusted as herein provided, the Exercise Price shall again be adjusted by a fraction in which the numerator is equal to the number of shares of Common Stock purchaseable prior to the adjustment and the denominator is equal to the number of shares of Common Stock purchaseable after the adjustment; provided, however, that no adjustment shall be made to the Exercise Price in connection with or as a result of the ten percent (10%) stock dividend payable on November 15, 1995. (C) For the purpose of this Section 5, the term "Common Stock" shall include any shares of the Corporation of any class or series which has no preference or priority in the payment of dividends or in the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation and which is not subject to redemption by the Corporation. (D) Whenever the number of shares for which this Warrant Shares is exercisable is adjusted as provided in this Section 5, the Corporation shall promptly compute such adjustment and mail to the Holder a certificate, signed by a principal financial officer of the Corporation, setting forth the number of shares of Common Stock for which this Warrant is exercisable as a result of such adjustment, a brief statement of the facts requiring such adjustment and the computation thereof and when such adjustment will become effective; provided, however, that would no such notice shall be issuable required in connection with the ten percent (10%) stock dividend payable on November 15, 1995 upon payment of which the number of shares of Common Stock purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared. c. The Company will notshall automatically, by amendment of its certificate of incorporation or through without any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any further action of the terms to Holder or the Corporation, be observed or performed hereunder by the Company, but will at times adjusted in good faith assist in the carrying out of all accordance with the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairment5(A)(1) hereof.

Adjustment. The number of Warrant Ordinary Shares purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement and the Exercise Price shall be subject to adjustment from time to time or upon exercise as provided in this paragraph 4. 4.1 If, during the term of this Warrant, the Company shall distribute a stock dividend or shares of capital stock pursuant to a reclassification of its Ordinary Shares to the holders of Ordinary Shares (i.e., bonus shares), the number of Ordinary Shares purchasable upon exercise of this Warrant shall be increased by multiplying such number of shares to be purchased under this Warrant by a fraction of which the denominator shall be the number of Ordinary Shares outstanding at the close of business on the day immediately preceding the date of such distribution and the numerator shall be the sum of such number of shares and the total number of bonus shares, such increase to become effective immediately after the opening of business on the date following such distribution, and upon the occurrence happening of certain eventssuch an event the Exercise Price shall be adjusted appropriately. 4.2 If, as follows: a. In case during the term of this Warrant, the outstanding shares of Common Stock Ordinary Shares shall be subdivided into a greater number of shares or Ordinary Shares, the number of Ordinary Shares purchasable upon exercise of this Warrant at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately increased, and, conversely, if the outstanding Ordinary Shares shall each be combined into a smaller number of sharesOrdinary Shares, the number of Warrant Ordinary Shares to be received by the Warrantholder purchasable upon exercise of the purchase rights evidenced by this Warrant Agreement at the opening of business on the day following the day upon which such combination becomes effective shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combinationproportionately decreased, and in each such case the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchangedappropriately. b. 4.3 Reorganization, Reclassification, Merger, Consolidation or Disposition ---------------------------------------------------------------------- of Assets --------- (a) In the case the Company shall hereafter declare a dividend reorganize its capital, reclassify its capital stock, consolidate or distribution merge with or into another corporation or sell, transfer or otherwise dispose of all or substantially all of its property, assets or business to all holders another corporation and pursuant to the terms of the outstanding shares such reorganization, reclassification, merger, consolidation or disposition of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fractionassets, (i) shares of capital stock of the numerator successor or acquiring corporation or of which the Company (if it is the surviving corporation) or (ii) any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of capital stock of the successor or acquiring corporation ("Other Property") are to be received by or distributed to the holders of Ordinary Shares of the Company who are holders immediately prior to such transaction, then the Holder shall be have the right thereafter to receive, upon exercise of this Warrant, the number of shares of Common Stock outstanding at capital stock of the close successor or acquiring corporation or of business on such record datethe Company, if it is the surviving corporation, and (ii) the denominator Other Property receivable upon or as a result of which shall be the sum such reorganization, reclassification, merger, consolidation or disposition of (x) assets by a holder of the number of shares of Common Stock outstanding at Ordinary Shares for which this Warrant is exercisable immediately prior to such event. (b) In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the close successor or acquiring corporation shall expressly assume the due and punctual observance and performance of business on each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such record date and modifications as may be deemed appropriate (y) the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution as determined by resolution of the type described Board of Directors of the Company) in order to provide for adjustments of the Ordinary Shares for which this Warrant is exercisable, which modifications shall be as nearly equivalent as practicable to the adjustments provided for in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared4. c. (c) The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking subsection 4.3 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairmentassets.

Adjustment. The number of Warrant Shares purchasable initially upon the exercise of the purchase rights evidenced by this Warrant Agreement and the Warrant Price shall be subject to adjustment from time to time upon the occurrence of certain eventsevents during the Exercise Period, as follows: a. 7.1. In case the outstanding shares event that the Company distributes a cash dividend, the effective date for the distribution thereof, will take place after the date of Common Stock the allocation of the Warrant to the Holder, but before the exercise or expiry of the Warrants, the Warrant Price shall be subdivided into decreased in respect of each Warrant Share by the amount of the dividend per share. For the avoidance of doubt, under no circumstances will the Warrant Price be decreased to a greater number price which is less than 10 Agorot per Warrant. 7.2. In the event that the Company distributes bonus shares, the effective date for the distribution of shares which takes place after the date of the allocation of the Warrant to the Holder, but before the exercise or combined into a smaller number expiry of sharesthe Warrants, the number of Warrant Shares to be received by which the Warrantholder Holder is entitled upon the exercise of the purchase rights evidenced Warrants shall increase by this the number of the Warrant Agreement shall be appropriately adjusted such Shares that the proportion Holder would have been entitled to as bonus shares, had he exercised the Warrants prior to the effective date for the distribution of the bonus shares. The Warrant Price shall not vary as a result of the increase in the number of Warrant Shares issuable upon exercise to which the Holder is entitled in the wake of the purchase rights evidenced by this Warrant Agreement to the total number distribution of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchangedbonus shares. b. In the case 7.3. If rights to acquire any securities whatsoever are offered to Company shareholders by way of rights, the Company shall hereafter declare act with a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, (i) the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on such record date, and (ii) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to view that the number of Warrant Shares that would be issuable the Holder is entitled to upon the exercise of the purchase Warrant will be adjusted multiplying it by the Benefit Ratio. Benefit Ratio - the closing price of the stock exchange on the "Last Trading Day" before the "X Date" divided by the base price of the ex-rights evidenced by this Warrant Agreement if such dividend or distribution had not been declaredstock. c. The Company will not7.4. In any event of division or consolidation of the Company’s share capital, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary actioncorporate capitalization event of a significantly similar nature, avoid the Company shall effect such changes or seek adjustments as are required to avoid prevent dilution or increase in the observance or performance of any Holder’s rights, with respect to the number of the terms Warrant Shares in relation to be observed or performed hereunder the Warrants not yet exercised by the CompanyHolder and/or the Warrant Price of each Warrant. 7.5. In any event of a merger, but will at times in good faith assist spin-off and/or any other structural change, Warrants which have been granted under this Warrant, shall be replaced by, or converted to, an alternative Warrant in the carrying out of Company after such structural change, all at the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights absolute discretion of the Warrantholder under this Section 5 against impairmentCompany’s Board.

Adjustment. The Exercise Price in effect at any time and the number and kind of Warrant Shares securities purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement shall be subject to adjustment from time to time upon the occurrence happening of certain events, events as follows: a. (a) In case the Company shall (i) declare a dividend or make a distribution on its outstanding Shares; (ii) subdivide or reclassify its outstanding shares of Common Stock shall be subdivided into a greater number of shares, or (iii) combine or reclassify its outstanding shares or combined into a smaller number of shares, the number of Warrant Shares to be received by Exercise Price in effect at the Warrantholder upon exercise time of the purchase rights evidenced by this Warrant Agreement record date for such dividend or distribution or of the effective date of such subdivision, combination or reclassification shall be appropriately adjusted such so that it shall equal the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced price determined by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and multiplying the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, (i) the denominator of which shall be the number of shares outstanding after giving effect to such action, and the numerator of which shall be the number of shares outstanding immediately prior to such action. (b) In case the Company shall fix a record date for the issuance of Common Stock rights or warrants to all holders of its common stock entitling them to subscribe for or purchase Shares (or securities convertible into common stock) at a price (the "Subscription Price") (or having a conversion price per share) less than the current market price of the Shares (as defined in Subsection (e) below) on the record date mentioned below, the Exercise Price shall be adjusted so that the same shall equal the price determined by multiplying the number of shares then comprising underlying Shares by the product of the Exercise Price in effect immediately prior to the date of such issuance multiplied by a fraction, the numerator of which shall be the sum of the number of Shares outstanding on the record date mentioned below and the number of additional Shares which the aggregate offering price of the total number of Shares so offered (or the aggregate conversion price of the convertible securities so offered) would purchase at the close such current market price per share of business on such record dateits common stock, and (ii) the denominator of which shall be the sum of (x) the number of shares of Common Stock Shares outstanding at the close of business on such record date and the number of additional Shares offered for subscription or purchase (yor into which the convertible securities so offered are convertible). Such adjustment shall be made successively whenever such rights or warrants are issued and shall become effective immediately after the record date for the determination of shareholders entitled to receive such rights or warrants; and to the extent that Shares are not delivered (or securities convertible into its common stock are not delivered) after the expiration of such rights or warrants the Exercise Price shall be readjusted to the Exercise Price which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made upon the basis of delivery of only the number of Shares (or securities convertible into its common stock actually delivered). (c) In case the Company shall hereafter distribute to the holders of its common stock evidences of its indebtedness or assets (excluding cash dividends or distributions and dividends or distributions referred to in Subsection (a) above) or subscription rights or warrants (excluding those referred to in Subsection (b) above), then in each such case the Exercise Price in effect thereafter shall be determined by multiplying the number of shares then comprising an Shares by the product of the Exercise Price in effect immediately prior thereto multiplied by a fraction, the numerator of which shall be the total number of shares Shares outstanding multiplied by the current market price of Common Stock constituting the Shares (as defined in Subsection (e) below), less the fair market value (as determined by the Company's Board of Directors) of the assets or evidences of indebtedness so distributed or of such dividend rights or warrants, and the denominator of which shall be the total number of Shares outstanding multiplied by such current market price per share of its common stock. Such adjustment shall be made successively whenever such a record date is fixed. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date for the determination of shareholders entitled to receive such distribution. (d) Whenever the Exercise Price payable upon exercise of the Warrant is adjusted pursuant to Subsections (a), (b) or (c) above, the number of Shares purchasable upon exercise of the Warrant shall simultaneously be adjusted by multiplying the number of Shares initially issuable upon exercise of the Warrant by the Exercise Price in effect on the date hereof and dividing the product so obtained by the Exercise Price, as adjusted. (e) For the purpose of any computation under Subsections (b) or (c) above, the current market price per share of its common stock at any date shall be deemed to be the average of the daily closing prices for 20 consecutive business days before such date. If The closing price for each day shall be the last sale price regular way or, in the case no such reported sale takes place on such day, the average of the last reported bid and asked prices regular way, in either case on the principal national securities exchange on which its common stock is admitted to trading or listed, or if not listed or admitted to trading on such exchange, the average of the highest reported bid and lowest reported asked prices as reported by NASDAQ, or other similar organization if NASDAQ is no longer reporting such information, or if not so available, the fair market price as determined by the Board of Directors. (f) No adjustment in the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least fifteen cents ($0.15) in such price; provided, however, that an adjustments which by reason of this Subsection (i) are not required to be made shall be carried forward and taken into account in any subsequent adjustment required to be made hereunder. All calculations under this Section 8 shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. Anything in this Section 8 to the contrary notwithstanding, the Company shall be entitled, but shall not be required, to make any changes in the Exercise Price, in addition to those required by this Section 8, as it shall determine, in its sole discretion, to be advisable in order that any dividend or distribution in Shares, or any subdivision, reclassification or combination of its common stock, hereafter made by the type described Company shall not result in this Section 5(bany Federal Income tax liability to the holders of its common stock or securities convertible into its common stock. (g) Whenever the Exercise Price is declared adjusted, as herein provided, the Company shall promptly, but not so paid or madelater than 10 days after any request for such an adjustment by the Holder, cause a notice setting forth the adjusted Exercise Price and adjusted number of Warrant Shares issuable upon exercise of the purchase rights evidenced Warrant and, if requested, information describing the transactions giving rise to such adjustments, to be mailed to the Holder, at the address set forth herein, and shall cause a certified copy thereof to be mailed to its transfer agent, if any. The Company may retain a firm of independent certified public accountants selected by its board of directors (which may be the regular accountants employed by the Company) to make any computation required by this Warrant Agreement Section 8, and a certificate signed by such firm shall again be adjusted conclusive evidence of the correctness of such adjustment. (h) In the event that at any time, as a result of an adjustment made pursuant to Subsection (a) above, the Holder thereafter shall become entitled to receive any shares of the Company, other than its common stock, thereafter the number of Warrant Shares that would be issuable such other shares so receivable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared. c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek shall be subject to avoid the observance or performance of any of the adjustment from time to time in a manner and on terms as nearly equivalent as practicable to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and with respect to its common stock contained in the taking of all such lawful action as may be necessary or appropriate in order Subsections (a) to protect the rights of the Warrantholder under this Section 5 against impairment(g) inclusive above.

Adjustment. The number of Warrant Shares purchasable upon (a) Seller shall cause the exercise of the purchase rights evidenced by this Warrant Agreement shall be subject to adjustment from time to time upon the occurrence of certain events, as follows: a. In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of shares, the number of Warrant Shares Adjustment to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement consummated as set forth on Exhibit D on or prior to the total number Closing Date in collaboration and consultation with Buyer; provided, that Seller may modify the Adjustment without the consent of outstanding shares of Common Stock immediately prior to Buyer, provided, that if such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, modification would either (i) materially increase the numerator liabilities of which the Business Group or the Buyer or any of its Affiliates (including, after the Closing, the Companies and the Subsidiaries), (ii) result in any material portion of the Business contemplated by this Agreement to be conveyed to Buyer not being so conveyed at Closing or (iii) modify the Adjustment in any material respect, then the consent of Buyer shall be required (such consent not to be unreasonably withheld). In the number event Seller proposes to modify the Adjustment from that set forth on Exhibit D, Seller shall provide Buyer with sufficient prior written notice thereof, which notice shall include sufficient details regarding the proposed change to enable Buyer the ability to fully understand the proposed change and impact thereof. In furtherance thereof, Seller shall provide Buyer drafts of shares all substantive documentation relating to the effectuation of Common Stock outstanding at the close Adjustment and an opportunity to reasonable and timely review and comment thereon. Buyer shall promptly review such documentation (and such review shall not unreasonably delay the effectuation of business on such record datethe Adjustment) and its review shall be to ensure the Adjustment is effected in a manner consistent with the terms of this Agreement. (b) In connection with the Adjustment, and prior to the Closing, Seller shall, and shall cause its Affiliates to (i) transfer to the Companies and the wholly-owned Subsidiaries (A) all Transferred Assets that are not held by any of the Companies and the Subsidiaries as of the date of this Agreement; and (B) all liabilities arising out or relating to the use or operation of the Transferred Assets in the Business excluding any Retained Liabilities; and (ii) transfer to it and/or any of its Affiliates (other than the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described in this Section 5(b) is declared but not so paid or madeCompanies, the number of Warrant Shares issuable upon exercise of Subsidiaries and the purchase rights evidenced PC/JV Entities), and cause the transfer from the Companies, Subsidiaries and JV/PC Entities and the assumption by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared. c. The Company will not, by amendment of Seller and/or its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out Affiliates of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairmentRetained Liabilities.

Adjustment. The number of Warrant Shares shares of FMB Common Stock purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement and the Exercise Price shall be subject to adjustment from time to time upon the occurrence of certain events, as followsprovided in this Paragraph 7: a. (1) In case FMB shall pay or make a dividend or other distribution on any class of capital stock of FMB in FMB Common Stock, the number of shares of FMB Common Stock purchasable upon exercise of this Warrant shall be increased by multiplying such number of shares by a fraction of which the denominator shall be the number of shares of FMB Common Stock outstanding at the close of business on the day immediately preceding the date of such distribution and the numerator shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution, such increase to become effective immediately after the opening of business on the day following such distribution, provided, however, that in no event shall the Warrant be exercised for more than 19.9% of the shares of FMB Common Stock issued and outstanding. (2) In case outstanding shares of FMB Common Stock shall be subdivided into a greater number of shares or of FMB Common Stock, the number of shares of FMB Common Stock purchasable upon exercise of this Warrant at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately increased, and, conversely, in case outstanding shares of FMB Common Stock shall each be combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of FMB Common Stock, the number of Warrant Shares issuable shares of FMB Common Stock purchasable upon exercise of the purchase rights evidenced by this Warrant Agreement at the opening of business on the day following the day upon which such combination becomes effective shall be increased by dividing proportionately decreased, such number by increase or decrease, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective, provided, however, that in no event shall the Warrant be exercised for more than 19.9% of the shares of FMB Common Stock issued and outstanding. (3) The reclassification (excluding any transaction in which a fraction, Substitute Warrant would be issued) of FMB Common Stock into securities (iother than FMB Common Stock) the numerator of which and/or cash and/or other consideration shall be deemed to involve a subdivision or combination, as the case may be, of the number of shares of FMB Common Stock outstanding at immediately prior to such reclassification into the close number or amount of business on securities and/or cash and/or other consideration outstanding immediately thereafter and the effective date of such record date, and (ii) the denominator of which reclassification shall be deemed to be "the sum day upon which such subdivision becomes effective," or "the day upon which such combination becomes effective," as the case may be, within the meaning of clause (x2) above. (4) FMB may make such increases in the number of shares of FMB Common Stock outstanding at purchasable upon exercise of this Warrant, in addition to those required by this subparagraph (A), as shall be determined by its Board of Directors to be advisable in order to avoid taxation so far as practicable of any dividend of stock or stock rights or any event treated as such for federal income tax purposes to the close of business on such record date and recipients. (yB) Whenever the total number of shares of FMB Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable purchasable upon exercise of the purchase rights evidenced by this Warrant Agreement is adjusted as herein provided, the Exercise Price shall again be adjusted by a fraction in which the numerator is equal to the number of Warrant Shares that would be issuable upon exercise shares of FMB Common Stock purchasable prior to the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declaredadjustment and the denominator is equal to the number of shares of FMB Common Stock purchasable after the adjustment. c. The Company will not(C) For the purpose of this Paragraph 7, by amendment the term "FMB Common Stock" shall include any shares of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance FMB of any of the terms to be observed class or performed hereunder by the Company, but will at times in good faith assist series which has no preference or priority in the carrying out payment of all the provisions of this Section 5 and dividends or in the taking distribution of all such lawful action as may be necessary assets upon any voluntary or appropriate in order involuntary liquidation, dissolution or winding up of FMB and which is not subject to protect the rights of the Warrantholder under this Section 5 against impairmentredemption by FMB.

Adjustment. The number (a) If the Company (i) declares and pays a dividend or makes a distribution on any of Warrant Shares purchasable upon the exercise its equity securities, in either case payable in additional Class A Common Stock or in Options or Convertible Securities or (ii) subdivides (by stock split or otherwise) or reclassifies any of the purchase rights evidenced by this Warrant Agreement shall be subject to adjustment from time to time upon the occurrence of certain events, as follows: a. In case the outstanding shares of Class A Common Stock shall be subdivided into a greater number of shares Class A Common Stock, then the Exercise Price in effect immediately prior to any such dividend, distribution or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement subdivision shall be appropriately adjusted such that the proportion of proportionately reduced and the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to shall be proportionately increased. (b) If the total Company combines or reclassifies (by reverse stock split or otherwise) any of the outstanding Class A Common Stock into a smaller number of outstanding shares of Class A Common Stock Stock, then the Exercise Price in effect immediately prior to such subdivision or combination is equal to the proportion of shall be proportionately increased and the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted decreased. (c) If at any time there shall be any internal reorganization, recapitalization, merger or consolidation involving the Company that does not constitute a Change of Control (a “Reorganization”) in which shares of the Company’s Class A Common Stock are converted into or exchanged for securities, cash or other property, then, as a part of such Reorganization, lawful provision shall be made so that the aggregate Exercise Price Holder shall thereafter be entitled to receive upon exercise of all this Warrant, the purchase rights then evidenced by kind and amount of securities, cash or other property of the successor entity resulting from such Reorganization, equivalent in value to that which a holder of the Warrant Shares deliverable upon exercise of this Warrant Agreement shall remain unchanged. b. would have been entitled in such Reorganization if the right to purchase the Warrant Shares hereunder had been exercised immediately prior to such Reorganization. In any such case, appropriate adjustment (as determined in good faith by the case the Company shall hereafter declare a dividend board of directors or distribution to all holders equivalent governing body of the outstanding shares successor entity) shall be made in the application of Common Stock in shares the provisions of Common Stock, this Warrant with respect to the rights and interests of the Holder after such Reorganization (including provisions for adjustments of the number of Warrant Shares issuable securities purchasable and receivable upon the exercise of this Warrant) to the purchase rights evidenced by end that the provisions of this Warrant Agreement shall be increased by dividing such number by a fractionapplicable after the event, as near as reasonably may be, in relation to any securities or other securities deliverable after that event upon the exercise of this Warrant. (id) the numerator of which [Reserved] (e) Any adjustment under this Section 4.1 shall be the number of shares of Common Stock outstanding become effective at the close of business on the record date of any such record datedividend or distribution or the effective date of any such subdivision, reclassification, combination or issuance, as the case may be. (f) Upon any adjustment in accordance with this Section 4.1, the Company shall give notice thereof to the Holder, which notice shall state the event giving rise to the adjustment, the Exercise Price as adjusted and the number of equity securities or other property purchasable upon the exercise of the rights under this Warrant, setting forth in reasonable detail the method of calculation of each. The Company shall, upon the written request of any Holder, furnish or cause to be furnished to such Holder a certificate setting forth (i) such adjustments, (ii) the denominator of which shall be Exercise Price at the sum of time in effect and (xiii) the number of shares securities and the amount, if any, of Common Stock outstanding other property that at the close of business on such record date and (y) the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable time would be received upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared. c. Warrant. The Company will shall not, by amendment of its certificate of incorporation or through any reorganizationReorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities reclassification or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, Company but will shall at all times in good faith assist in the carrying out of all the provisions of this Section 5 Warrant and in the taking of all such lawful commercially reasonable action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 Holder against impairment. (g) If the Company shall at any time or from time to time issue shares of Class A Common Stock (or rights or warrants or any other securities or rights exercisable or convertible into or exchangeable for Class A Common Stock (collectively, a “conversion”)), without consideration or at a consideration per share of Common Stock (or having a conversion price per share of Common Stock) that is less than the Exercise Price (the date of such issuance, the “Pricing Date”) other than pursuant to a Permitted Transaction then, in such event: (1) the number of Warrant Shares issuable upon the exercise of this Warrant immediately prior to the Pricing Date (the “Initial Number”) shall be increased to the number obtained by multiplying the Initial Number by a fraction (I) the numerator of which shall be the sum of (x) the number of shares of Class A Common Stock outstanding immediately prior to the Pricing Date (on an as converted basis) and (y) the number of additional shares of Class A Common Stock issued (or into which Convertible Securities may be converted) and (II) the denominator of which shall be the sum of (x) the number of shares of Class A Common Stock outstanding immediately prior to the Pricing Date (on an as converted basis) and (y) the number of shares of Class A Common Stock (rounded to the nearest whole share) which the Aggregate Consideration (as defined below) in respect of such issuance of shares of Class A Common Stock (or Convertible Securities) would purchase at the Fair Market Value of shares of Class A Common Stock immediately prior to the Pricing Date; and (2) the Exercise Price payable upon exercise of this Warrant shall be adjusted by multiplying such Exercise Price in effect immediately prior to the Pricing Date by a fraction, the numerator of which shall be the number of shares of Class A Common Stock issuable upon exercise of this Warrant in full immediately prior to the adjustment pursuant to clause (1) above (disregarding whether or not this Warrant was exercisable by its terms at such time), and the denominator of which shall be the number of shares of Class A Common Stock issuable upon exercise of this Warrant in full immediately after the adjustment pursuant to clause (1) above (disregarding whether or not this Warrant is exercisable by its terms at such time). For purposes of the foregoing: (1) the “Aggregate Consideration” in respect of such issuance of Class A Common Stock (or Convertible Securities) shall be deemed to be equal to the sum of the gross offering price (before deduction of any related expenses payable to third parties, including discounts and commissions) of all such shares of Class A Common Stock and Convertible Securities, plus the aggregate amount, if any, payable upon conversion of any such Convertible Securities (assuming conversion in accordance with their terms immediately following their issuance (and further assuming for this purpose that such Convertible Securities are convertible at such time)); (2) in the case of the issuance of such Common Stock or Convertible Securities for, in whole or in part, any non-cash property (or in the case of any non-cash property payable upon conversion of any such Convertible Securities), the consideration represented by such noncash property shall be deemed to be the fair market value of such non-cash property (as determined by the Company, acting reasonably) as of immediately prior to the Pricing Date (before deduction of any related expenses payable to third parties, including discounts and commissions); (3) if the Exercise Price and the number of Warrant Shares issuable upon exercise of this Warrant shall have

Adjustment. The (a) If the Company shall pay to the holders of Shares a dividend payable in Shares of Common Stock or shall subdivide the outstanding Shares of Common Stock into a greater number of Warrant Shares purchasable upon or shall combine the exercise outstanding Shares of Common Stock into a smaller number of Shares, the purchase rights evidenced by this Warrant Agreement Director Units and the Base Price Per Share shall be subject to adjustment from time to time upon the occurrence of certain events, proportionately adjusted as follows: a. (i) If the Company pays a dividend in Shares of Common Stock, the Base Price Per Share in effect at the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such dividend shall be reduced by multiplying such Base Price Per Share by a fraction, the numerator of which shall be the number of Shares of Common Stock outstanding at the close of business on the date fixed for such determination and the denominator shall be the sum of such number of Shares and the total number of Shares constituting such dividend or other distribution, such reduction to become effective immediately after the opening of business on the day following the date fixed for such determination; (ii) In case the outstanding shares Shares of Common Stock shall be subdivided into a greater number of shares or Shares of Common Stock, the Base Price Per Share in effect at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately reduced, and, conversely, in case outstanding Shares of Common Stock shall each be combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the Base Price Per Share in effect at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately increased, such reduction or increase, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective; (iii) Upon each adjustment of the Base Price Per Share pursuant to this subparagraph (a), the number of Warrant Shares issuable upon exercise of Director Units held by the purchase rights evidenced by this Warrant Agreement Director immediately prior to such adjustment shall be increased adjusted to a number of Director Units equal to the number of Director Units held by dividing the Director immediately prior to such number adjustment multiplied by a fraction, (i) the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on Base Price Per Share in effect immediately prior to such record date, adjustment and (ii) the denominator of which shall be the sum of Base Price Per Share in effect immediately after such adjustment. (xb) Except as expressly provided in subparagraph (a) above, the number issuance by the Company of shares of Common Stock outstanding at stock of any class, or securities convertible into shares of stock of any class, for cash, property, labor or services, upon direct sale, upon the close exercise of business on such record date and (y) the total number rights or warrants to subscribe therefor, or upon conversion of shares of Common Stock constituting such dividend or distribution. If other securities, and in any dividend case whether or distribution of the type described in this Section 5(b) is declared but not so paid or madefor fair value, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend Director Units or distribution had not been declaredBase Price Per Share. c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairment.

Adjustment. The number of Warrant Shares purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement shall be subject to adjustment from time to time upon the occurrence of certain events, as follows: a. In case the (a) If outstanding shares of the Common Stock of the Issuer shall be subdivided into a greater number of shares, or a dividend in Common Stock or other securities of the Issuer convertible into or exchangeable for Common Stock (in which latter event the number of shares of Common Stock issuable upon the conversion or exchange of such securities shall be deemed to have been distributed), shall be paid or distributed in respect to the Common Stock of the Issuer, the number of Option Shares for which this Option may be exercised immediately prior to such subdivision or at the record date of such dividend shall, simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend or other distribution, be proportionately increased, and conversely, if outstanding shares of the Common Stock of the Issuer shall be combined into a smaller number of shares, the number of Warrant Option Shares for which this Option may be exercised prior to such combination shall, simultaneously with the effectiveness of such combination, be received by proportionately decreased. Any adjustment to the Warrantholder Option Shares under this Section 11(a) shall become effective at the close of business on the date the subdivision or combination referred to herein becomes effective. (b) In the event of any recapitalization, consolidation, merger or reorganization ("Reorganization"), where the Issuer shall not be the surviving entity the Employee of the Options shall at the sole discretion of the Issuer be entitled to either (1) receive, and provision shall be made therefore in any agreement relating to any such Reorganization, upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that Option the proportion of the kind and number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion other securities or property (including cash) of the number Issuer, which the Employee would have received in connection with the Reorganization as the Employee of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, (i) the numerator of which shall be the number of shares of Common Stock outstanding at into which the close of business on Option could have been exercised in full immediately prior to such record date, Reorganization; and (ii) the denominator of which in any such case appropriate adjustment shall be made in the sum application of the provisions herein set forth with respect to the rights and interests thereafter of the Employees, to the end that the provisions set forth herein (x) including the specified changes and other adjustments to the number of shares of Common Stock outstanding at the close of business on Option Shares) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares, to such record date and (y) the total number of shares of Common Stock constituting such dividend other securities or distribution. If any dividend or distribution property thereafter receivable upon issuance of the type described in Option Shares or (b) no less than thirty (30) days prior notice of such Reorganization, during which time the Employee may elect to exercise all Options which have then vested. In such event all unexercised Options shall expire upon the consummation of the Reorganization. The provisions of this Section 5(b12(b) is declared but not so paid shall similarly apply to successive Reorganizations. For purposes of this Section 12, the term "Reorganization" shall include the acquisition of the Issuer by another entity by means of a merger, consolidation or made, other reorganization. (c) In addition to the adjustments to the number of Warrant Option Shares issuable or other property receivable upon exercise of the purchase rights evidenced by this Warrant Agreement Options as provided in Sections 12(a) and (b) above, the Exercise Price per Option Share shall again be appropriately adjusted to so that the number of Warrant Shares that would be issuable upon aggregate exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declaredprice shall remain constant. c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairment.

Adjustment. The number of Warrant Shares purchasable upon (a) As promptly as possible, but in any event within ninety (90) days after the exercise of the purchase rights evidenced by this Warrant Agreement Closing Date, Buyer shall be subject to adjustment from time to time upon the occurrence of certain events, as follows: a. In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of shares, the number of Warrant Shares cause to be received by prepared and delivered to Sellers’ Representative a statement (the Warrantholder upon exercise “Closing Statement”) setting forth in reasonable detail its calculation of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, (i) the numerator of which shall be Closing Working Capital and the number of shares of Common Stock outstanding at the close of business on such record dateWorking Capital Adjustment, and if any; (ii) the denominator Closing Cash, (iii) the aggregate amount of which Company Indebtedness outstanding as of the Adjustment Time that was not paid out of the Loan Amount, (iv) Company Liabilities as of the Adjustment Time that were not paid out of the Loan Amount and (v) based on the foregoing, the Net Consideration. The Closing Statement shall be prepared consistently with the standard used by Sellers’ Representative to prepare the Closing Estimate and shall reasonably specify each item taken into account in Buyer’s proposed calculation of the Net Consideration. (b) Within forty-five (45) days following receipt by Sellers’ Representative of the Closing Statement, Sellers’ Representative shall deliver written notice to Buyer if Sellers’ Representative disputes any calculation or item set forth in the Closing Statement. If Sellers’ Representative does not notify Buyer of a dispute with respect to the Closing Statement within such forty-five (45)-day period, the Closing Statement will be final, conclusive and binding on the parties, and the Closing Statement shall be deemed to set forth the final Closing Working Capital, Working Capital Adjustment, Closing Cash, Net Consideration, Company Indebtedness and Company Liabilities, in each case as of the Adjustment Time, for purposes of determining the Actual Adjustment. In the event of a notification of such dispute, Buyer and Sellers’ Representative shall negotiate in good faith to resolve such dispute. If, notwithstanding such good faith effort, Buyer and Sellers’ Representative fail to resolve such dispute within thirty (30) days after Sellers’ Representative advises Buyer of its objections, then Buyer and Sellers’ Representative shall jointly engage an Independent Accountant to resolve such dispute in accordance with the following: (i) As promptly as practicable, Buyer and Sellers’ Representative shall each prepare and submit a presentation to the Independent Accountant regarding those items (and only those items) reflected on the Closing Statement that remain in dispute (the “Disputed Items”). Buyer and Sellers’ Representative will instruct the Independent Accountant to, and the Independent Accountant will, (A) make a final determination of the Disputed Items (and only the Disputed Items) in accordance with the definitions, guidelines and procedures set forth in this Agreement; (B) not assign a value to any Disputed Item greater than the greatest value for such item assigned by Buyer, on the one hand, or Sellers’ Representative, on the other hand, or less than the smallest value for such item assigned by Buyer, on the one hand; and (C) make its determination based solely on presentations by Buyer and Sellers’ Representative that are in accordance with the guidelines and procedures set forth in this Agreement (i.e., not on the basis of an independent review). Buyer and Sellers’ Representative will cooperate with the Independent Accountant during the term of its engagement and use their respective commercially reasonable efforts to cause the Independent Accountant to resolve such dispute as soon as practicable, but in any event within thirty (30) days after the date on which the Disputed Items are submitted to the Independent Accountant. Except as Buyer and Sellers’ Representative may otherwise agree, all communications between Buyer and Sellers’ Representative or any of their respective Representatives, on the one hand, and the Independent Accountant, on the other hand, will be in writing with copies simultaneously delivered to the non-communicating party. (ii) The Independent Accountant’s determination will, absent manifest mathematical error, be final and binding on the parties hereto and will not be subject to court review or otherwise appealable. The process set forth in this Section 2.06 shall be the exclusive remedy of the parties for any disputes related to items required to be reflected in the Closing Statement or included in the relevant calculations. The Closing Statement shall be revised as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2.06 and, as so revised, such Closing Statement shall be deemed to set forth the final Closing Working Capital, Working Capital Adjustment, Closing Cash, Company Indebtedness, Company Liabilities, and Net Consideration, in each case, for all purposes hereunder (including the determination of the Actual Adjustment). (iii) Each of Buyer and Sellers’ Representative (on behalf of Sellers) will bear its own legal, accounting and other fees and expenses of participating in the dispute resolution procedure set forth in this Section 2.06. The fees and expenses of the Independent Accountant will be borne (A) by Sellers’ Representative (on behalf of Sellers) in the proportion that the aggregate dollar amount of Disputed Items submitted thereto for resolution that are unsuccessfully disputed by Sellers’ Representative (as finally determined by the Independent Accountant) bears to the aggregate dollar amount of such submitted Disputed Items and (B) by Buyer in the proportion that the aggregate dollar amount of Disputed Items submitted thereto for resolution that are successfully disputed by Sellers’ Representative (as finally determined by the Independent Accountant) bears to the aggregate dollar amount of such submitted Disputed Items. For example, if the Disputed Items total $1,000,000, the Independent Accountant determines that Buyer should pay to Sellers’ Representative (on behalf of Sellers) $400,000 and the Independent Accountant’s fees are $100,000, then (1) Buyer shall pay $40,000 (40%) of such fees and (2) Sellers’ Representative (on behalf of the Selling Parties) shall pay $60,000 (60%) of such fees. (c) Upon final determination of the Actual Adjustment: (i) If the Actual Adjustment is a negative amount, then, within two (2) Business Days after the date on which the Net Consideration is finally determined, Buyer shall reduce the Net Balance of the Buyer Note by an amount equal to the sum of (xi) the number inverse of shares the Actual Adjustment plus (ii) an amount equal to the aggregate amount of Common Stock outstanding at the close of business interest paid and/or accrued on such record amount from the Closing Date to the date and on which the Net Balance of the Buyer Note is so reduced. (yii) If the Actual Adjustment is a positive amount, then, within two (2) Business Days after the date on which the Net Consideration is finally determined pursuant to this Section 2.06, Buyer shall increase the Net Balance of the Buyer Note by an amount equal to the sum of (i) the total number Actual Adjustment plus (ii) an amount equal to the aggregate amount of shares of Common Stock constituting interest that would have accrued on such dividend or distribution. If any dividend or distribution amount from the Closing Date to the date on which the Net Balance of the type described in Buyer Note is so increased. (iii) If the Actual Adjustment is zero, there will be no adjustment to the Net Consideration pursuant to this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared2.06. c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairment.

Adjustment. The number of Warrant Shares shares of Common Stock purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement and the Exercise Price shall be subject to adjustment from time to time as provided in this Paragraph 5. (a) Adjustments shall be made upon the occurrence of certain the following events. i. If, as follows: a. In case during the outstanding term of this Warrant, the Corporation shall pay or make a dividend or other distribution on any class of capital stock of the Corporation in Common Stock, then the number of shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder purchasable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing multiplying such number of shares by a fraction, (i) the numerator of which the denominator shall be the number of shares of Common Stock outstanding at the close of business on the day immediately preceding the date of such record date, distribution and (ii) the denominator of which numerator shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution, such increase to become effective immediately after the opening of business on the date following such distribution. ii. If, during the term of this Warrant, the outstanding shares of Common Stock shall be, pursuant to a recapitalization or other change in capital structure, subdivided into a greater number of shares of Common Stock, then the number of shares of Common Stock purchasable upon exercise of this Warrant at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately increased and, conversely, if outstanding shares of Common Stock shall each be combined into a smaller number of shares of Common Stock, then the number of shares of Common Stock purchasable upon exercise of this Warrant at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately decreased, such increase or decrease, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective. iii. The reclassification of Common Stock into securities (xother than Common Stock) and/or cash and/or other consideration shall be deemed to involve a subdivision or combination, as the case may be, of the number of shares of Common Stock outstanding at immediately prior to such reclassification into the close number or amount of business on securities and/or cash and/or other consideration outstanding immediately thereafter and the effective date of such record date and reclassification shall be deemed to be "the day upon which such subdivision becomes effective" or "the day upon which such combination becomes effective", as the case may be, within the meaning of clause (yii) above. iv. The Corporation may in its sole discretion make such increases in the total number of shares of Common Stock constituting such dividend or distribution. If purchasable upon exercise of this Warrant, in addition to those required by this Subparagraph (a), as shall be determined by its Board of Directors to be advisable in order to avoid taxation so far as practicable of any dividend of stock or distribution of stock rights or any event treated as such for federal income tax purposes to the type described in this Section 5(brecipients. (b) is declared but not so paid or made, Whenever the number of Warrant Shares issuable shares of Common Stock purchasable upon exercise of the purchase rights evidenced by this Warrant Agreement is adjusted as herein provided, the Exercise Price shall again be adjusted by multiplying it by a fraction, of which the numerator is equal to the number of shares of Common Stock purchasable prior to the adjustment and the denominator is equal to the number of shares of Common Stock purchasable after the adjustment. Notwithstanding the foregoing, the Exercise Price per share of Common Stock may not be reduced below the par value of a share of Common Stock. (c) If any consolidation or merger of the Corporation with another entity, or the sale of all or substantially all of its assets to another entity, shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then, as a condition of such consolidation, merger or sale, lawful and adequate provisions shall be made whereby the Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Warrant Shares that would be issuable and in lieu of the shares of the Common Stock of the Corporation immediately theretofore purchasable and receivable upon the exercise of the purchase rights evidenced set forth herein, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable upon the exercise of the rights set forth herein had such consolidation, merger or sale not taken place, and in any such case, appropriate provisions shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof (including without limitation provisions for adjustments of the exercise price and of the number of shares purchasable and receivable upon the exercise of the Warrant) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof. (d) In the event of (i) any taking by this Warrant Agreement if such the Corporation of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or assets, or to receive any other right, (ii) any reorganization of the Corporation, or any reclassification or recapitalization of the capital stock of the Corporation, or any transfer of all or substantially all of the assets of the Corporation to, or consolidation or merger of the Corporation with any other person or (iii) any voluntary or involuntary dissolution or liquidation of the Corporation, then and in each such event the Corporation will mail or cause to be mailed to the Holder a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution had not been declared. c. The Company will notor right, by amendment the amount and character of its certificate of incorporation such dividend, distribution or through right, the date on which any such reorganization, reclassification, recapitalization, transfer of assetstransfer, consolidation, merger, dissolution, issue liquidation or sale winding-up is to take place, and the time, if any, as of which the holders of record of Common Stock shall be entitled to exchange their shares of Common Stock for securities or any other voluntary actionproperty deliverable upon such reorganization, avoid reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or seek winding-up. Such notice shall be mailed at least 20 days prior to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairmentproposed record date therein specified.

Adjustment. The number of Warrant Ordinary Shares purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement and the Exercise Price shall be subject to adjustment from time to time or upon exercise as provided in this paragraph 4. 4.1. If, during the term of this Warrant, the Company shall distribute a stock dividend or shares of capital stock pursuant to a reclassification of its Ordinary Shares to the holders of Ordinary Shares (i.e., bonus shares), the number of Ordinary Shares purchasable upon exercise of this Warrant shall be increased by multiplying such number of shares to be purchased under this Warrant by a fraction of which the denominator shall be the number of Ordinary Shares outstanding at the close of business on the day immediately preceding the date of such distribution and the numerator shall be the sum of such number of shares and the total number of bonus shares, such increase to become effective immediately after the opening of business on the date following such distribution, and upon the occurrence happening of certain eventssuch an event the Exercise Price shall be adjusted appropriately. 4.2. If, as follows: a. In case during the term of this Warrant, the outstanding shares of Common Stock Ordinary Shares shall be subdivided into a greater number of shares or Ordinary Shares, the number of Ordinary Shares purchasable upon exercise of this Warrant at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately increased, and, conversely, if the outstanding Ordinary Shares shall each be combined into a smaller number of sharesOrdinary Shares, the number of Warrant Ordinary Shares to be received by the Warrantholder purchasable upon exercise of the purchase rights evidenced by this Warrant Agreement at the opening of business on the day following the day upon which such combination becomes effective shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combinationproportionately decreased, and in each such case the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchangedappropriately. b. 4.3. Reorganization, Reclassification, Merger, Consolidation or Disposition ---------------------------------------------------------------------- of Assets --------- (a) In the case the Company shall hereafter declare a dividend reorganize its capital, reclassify its capital stock, consolidate or distribution merge with or into another corporation or sell, transfer or otherwise dispose of all or substantially all of its property, assets or business to all holders another corporation and pursuant to the terms of the outstanding shares such reorganization, reclassification, merger, consolidation or disposition of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fractionassets, (i) shares of capital stock of the numerator successor or acquiring corporation or of which the Company (if it is the surviving corporation) or (ii) any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of capital stock of the successor or acquiring corporation ("Other Property") are to be received by or distributed to the holders of Ordinary Shares of the Company who are holders immediately prior to such transaction, then the Holder shall be have the right thereafter to receive, upon exercise of this Warrant, the number of shares of Common Stock outstanding at capital stock of the close successor or acquiring corporation or of business on such record datethe Company, if it is the surviving corporation, and (ii) the denominator Other Property receivable upon or as a result of which shall be the sum such reorganization, reclassification, merger, consolidation or disposition of (x) assets by a holder of the number of shares of Common Stock outstanding at Ordinary Shares for which this Warrant is exercisable immediately prior to such event. (b) In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the close successor or acquiring corporation shall expressly assume the due and punctual observance and performance of business on each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such record date and modifications as may be deemed appropriate (yas determined by resolution of the Board of Directors of the Company) the total number in order to provide for adjustments of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described Ordinary Shares for which this Warrant is exercisable, which modifications shall be as nearly equivalent as practicable to the adjustments provided for in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared4. c. (c) The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking subsection 4.3 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairmentassets.

Adjustment. The number of Warrant Shares purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement shall be subject to adjustment from time to time upon the occurrence of certain events, as follows: a. (a) In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. (b) In the case the Company Corporation shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, (i) the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on such record date, and (ii) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared. c. (c) In the event the Corporation shall make or issue, or fix a record date for the determination of holders of shares of Common Stock entitled to receive, a dividend or other distribution payable in any securities of the Corporation other than shares of Common Stock (including, but not limited to, any other class of capital stock or debt securities), then and in each such event the Board shall, to the fullest extent permitted by law, take all lawful actions so that the Warrantholder shall receive upon exercise of the purchase rights evidenced by this Warrant Agreement, in addition to the number of Warrant Shares receivable upon exercise of the purchase rights evidenced by this Warrant Agreement, the number of such other securities of the Corporation which the Warrantholder would have received had the purchase rights evidenced by this Warrant Agreement been exercised on the date of such event and had such holder thereafter, during the period from the date of such event to and including the date of exercise, retained such securities receivable by such holder as aforesaid during such period, giving application to all adjustments called for during such period under this Section 5 as applied to such distributed securities. (d) The Company Corporation will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the CompanyCorporation, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairment.

Adjustment. The number of Warrant Shares purchasable shares of New Common Stock issuable upon the exercise of the purchase rights evidenced by this each Warrant Agreement shall be subject to adjustment from time to time upon the occurrence of certain eventsevents (each, an "ADJUSTMENT EVENT") as follows: a. (a) In case the event that Purina shall (i) declare and pay a dividend or make any other distribution with respect to the New Common Stock in shares of New Common Stock, (ii) subdivide the outstanding shares of New Common Stock, (iii) combine the outstanding New Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of sharesshares or (iv) issue any shares of the New Common Stock in a reclassification of the New Common Stock (including any such reclassification in connection with a merger, consolidation or other business combination in which Purina is the continuing corporation), the number of shares of New Common Stock issuable upon the exercise of each Warrant Shares immediately prior to an Adjustment Event shall be adjusted so that Koch xxxll thereafter be entitled to receive the number of shares of New Common Stock that Koch xx entitled to pursuant to Section 1. (b) In the event that Purina shall issue rights, options, warrants or securities convertible into or exchangeable for shares of New Common Stock (other than rights, options, warrants or securities issued under an employee or director plan or award or upon the exercise thereof) at a price that is lower than the current market value per share of New Common Stock as of the Adjustment Event, the number of shares of New Common Stock thereafter issuable upon the exercise of all the Warrants shall be determined by multiplying the number of shares of New Common Stock to which Koch xxxld have been entitled upon the exercise of all the Warrants before the Adjustment Event by a fraction consisting of (i) a numerator equal to the number of shares of New Common Stock outstanding immediately before the Adjustment Event plus the number of shares of New Common Stock available for subscription or purchase or to be issued upon conversion or exchange of each convertible or exchangeable securities and (ii) a denominator equal to the number of shares of New Common Stock outstanding immediately before the Adjustment Event plus the number of shares of New Common Stock that could have been purchased immediately before the Adjustment Event with the aggregate consideration to be received by Purina in connection with the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement Adjustment Event. Notwithstanding anything to the total number contrary contained herein, the issuance of outstanding shares of New Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding rights, options, warrants or securities convertible into or exchangeable for shares of New Common Stock immediately after such subdivision to any officer, director or combination, and the Exercise Price employee of Purina or any of its subsidiaries pursuant to a benefit plan shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchangednot constitute an Adjustment Event. b. (c) In the case the Company event that Purina shall hereafter declare a dividend or distribution distribute to all holders of the outstanding shares of New Common Stock in evidence of indebtedness or any other assets (other than a cash distribution made as a dividend payable out of earnings or out of any surplus legally available for dividends under the laws of the state of Delaware) or rights to subscribe or purchase shares of New Common Stock, the number of Warrant Shares shares of New Common Stock thereafter issuable upon the exercise of the purchase rights evidenced by this a Warrant Agreement shall be increased determined by dividing such number by a fraction, (i) the numerator of which shall be multiplying the number of shares of Common Stock outstanding issuable upon exercise of a Warrant immediately prior to Adjustment Event by a fraction consisting of (i) a numerator equal to the current market price per share of New Common Stock at the close of business on record date used to determine the holders entitled to such record date, dividend or distribution and (ii) a denominator equal to such current market value per share less the denominator then fair market value of which the portion of such evidence of indebtedness or assets so distributed, or of such subscription or purchase rights, applicable to one share of New Common Stock, as determined in good faith by the Board of Directors of Purina (the "BOARD OF DIRECTORS"). Any adjustment made pursuant to this Section 8(c) shall be become effective retroactively immediately after the sum record date for the determination of stockholders entitled to receive such distribution. (xd) In the event that Purina enters into a merger, consolidation or other business combination with or into another corporation, or Purina sells or transfers its property, assets and business substantially as an entirety to a successor corporation, then the New Common Stock is, in effect, changed into a different kind or class of stock or other securities or property, in whole or in part, and Purina or the successor company, as the case may be, shall execute and deliver to Koch x xupplemental agreement providing that Koch xxxll have the right under and upon the exercise of each Warrant to receive the kind and amount of shares of stock or other securities or property receivable upon such merger, consolidation or other business combination, or upon the dissolution following such sale or transfer, by a holder of the number of shares of New Common Stock outstanding at of the close successor company immediately prior to such change. Such supplemental agreement shall provide for adjustments that are as equivalent as practicable to the adjustments provided for in this Section 8. (e) In the event that Purina shall take any action other than an action described in this Section 8 that would materially and adversely affect the rights of business on such record date and (y) Koch xxxer this Agreement, the total number of shares of New Common Stock constituting issuable upon the exercise of each Warrant shall be adjusted in such dividend or distribution. If manner and at such time as the Board of Directors may determine, in good faith, to be equitable under the circumstances. (f) The certificate of any dividend or distribution independent firm of the type described in public accounting of recognized standing, to be mutually agreed upon by Purina and Koch, xxall be conclusive evidence that any calculation made pursuant to this Section 5(b8 is correct. The fees and expenses of such public accounting firm shall be borne one-half (1/2) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared. c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 Purina and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairment.one-half (1/2)

Adjustment. The number of Warrant Shares purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement and the Exercise Price shall be subject to adjustment from time to time upon the occurrence of certain events, as follows: a. In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by as provided in this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchangedSection 4. b. In 4.1 If, during the case term of this Warrant, the Company shall hereafter declare distribute a stock dividend or distribution shares of capital stock to all the holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable purchasable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing multiplying such number of Shares to be purchased under this Warrant by a fraction, (i) the numerator fraction of which the denominator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for the determination of stockholders entitled to receive such record date, dividend or distribution (the "Original Outstanding Shares") and the numerator shall be (i) the Original Outstanding Shares plus (ii) the denominator total number of which such shares of Common ---- Stock being issued or distributed. Such increase will become effective immediately after the opening of business on the date fixed for such determination, and upon the happening of such an event the Exercise Price shall be the sum adjusted appropriately as described herein. For purposes of (x) this Section 4.1, the number of shares of Common Stock at any time outstanding at shall not include shares held in the close treasury of business on such record date the Company. The Exercise Price shall be multiplied by a fraction of which the numerator shall be the Original Outstanding Shares and the denominator shall be the sum of (yi) the Original Outstanding Shares plus (ii) the total number of shares of Common Stock constituting such dividend being issued or distribution. If any dividend or distribution ---- distributed. 4.2 If, during the term of this Warrant, the type described in this Section 5(b) is declared but not so paid or madeoutstanding shares of Common Stock shall be subdivided into a greater number of shares, the number of Warrant Shares issuable purchasable upon exercise of the purchase rights evidenced by this Warrant Agreement at the opening of business on the day following the day upon which such subdivision becomes effective shall again be adjusted to proportionately increased and the Exercise Price shall be proportionately decreased, as appropriate, and, conversely, if the outstanding shares of Common Stock shall each be combined into a smaller number of shares, the number of Warrant Shares that would be issuable purchasable upon exercise of the purchase rights evidenced by this Warrant Agreement if at the opening of business on the day following the day upon which such dividend or distribution had not been declaredcombination becomes effective shall be proportionately decreased and the Exercise Price shall be proportionately increased, as appropriate. c. The 4.3 Reorganization, Reclassification, Merger, Consolidation or Disposition ---------------------------------------------------------------------- of Assets --------- (a) In case the Company will notshall reorganize its capital, by amendment reclassify its capital stock, consolidate or merge with or into another corporation or sell, transfer or otherwise dispose of all or substantially all of its certificate property, assets or business to another corporation and pursuant to the terms of incorporation or through any such reorganization, recapitalizationreclassification, transfer merger, consolidation or disposition of assets, consolidation(i) shares of capital stock of the successor or acquiring corporation or of the Company (if it is the surviving corporation) or (ii) any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of capital stock of the successor or acquiring corporation ("Other Property") are to be received by or distributed to the holders of shares of Common Stock of the Company who are holders immediately prior to such transaction, then suitable lawful and enforceable provisions shall be made as part of such transaction whereby the Holder shall have the right thereafter to receive, upon exercise of this Warrant, the number of shares of capital stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation Other Property receivable upon or as a result of such reorganization, reclassification, merger, dissolutionconsolidation or disposition of assets by a holder of the number of Shares for which this Warrant is exercisable immediately prior to such event. (b) In case of any such reorganization, issue reclassification, merger, consolidation or sale disposition of securities assets, the successor or any other voluntary action, avoid or seek to avoid acquiring corporation shall expressly assume the due and punctual observance or and performance of any each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined by resolution of the terms to be observed or performed hereunder by Board of Directors of the Company) in order to provide for adjustments of shares of the Shares for which this Warrant is exercisable, but will at times which modifications shall be as nearly equivalent as practicable to the adjustments provided for in good faith assist this Section 4. The Company shall not consummate or agree to consummate any such reorganization, reclassification, merger, consolidation or disposition unless the successor or acquiring person shall have duly executed a written instrument providing for the express assumption referred to in the carrying out first sentence of all the this Section 4.6(b). (c) The provisions of this Section 5 and in the taking 4.6 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairmentassets.

Adjustment. In the event of any subdivision or change or subdivisions or changes of the shares of Common Stock of the Company at any time while this Warrant is outstanding into a greater number of shares of Common Stock, the Company shall thereafter deliver at the time of purchase of shares of Common Stock under this Warrant, in lieu of the number of shares of Common Stock in respect of which the right to purchase is then being exercised, such greater number of shares of Common Stock of the Company as would result from said subdivision or change or subdivisions or changes had the right of purchase been exercised before such subdivision or change or subdivisions or changes without the holder making any additional payment or giving any other consideration therefor. The number of Warrant Shares purchasable upon the exercise of the purchase rights evidenced by shares for which this Warrant Agreement shall be is exercisable and the time period for exercise are subject to adjustment from time to time upon the occurrence of certain events, as follows: a. : In case the outstanding event of any consolidation or consolidations of the shares of Common Stock shall be subdivided of the Company at any time while this Warrant is outstanding into a greater lesser number of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number Company shall thereafter deliver, and the holder of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fractionaccept, (i) at the numerator time of which shall be purchase of shares of Common Stock under this Warrant, in lieu of the number of shares of Common Stock outstanding in respect of which the right to purchase is then being exercised, such lesser number of shares of Common Stock of the Company as would result from such consolidation or consolidations had the right of purchase been exercised before such consolidation or consolidations. In the event of any reclassification or reclassifications of the shares of Common Stock of the Company at any time while this Warrant is outstanding, the Company shall thereafter deliver at the close time of business on such record date, and (ii) purchase of shares of Common Stock under this Warrant the denominator number of shares of the Company of the appropriate class or classes resulting from said reclassification or reclassifications as the holder would have been entitled to receive in respect of purchase of shares of Common Stock in respect of which the right of purchase is then being exercised had the right of purchase been exercised before such reclassification or reclassifications. If the Company, at any time while this Warrant is outstanding, shall distribute any class of shares or rights, options or warrants (other than those referred to above) or evidence of indebtedness or property (excluding cash dividends paid in the ordinary course) to holders of shares of Common Stock of the Company, the number of shares to be issued by the sum Company under this Warrant shall, at the time of (x) purchase, be appropriately adjusted and the holder shall receive, in lieu of the number of shares in respect of which the right to purchase is then being exercised, the aggregate number of shares or other securities or property that the holder would have been entitled to receive as a result of such event if, on the record date thereof, the holder has been the registered holder of the number of shares of Common Stock outstanding to which the holder was theretofore entitled upon exercise of the rights of the holder hereunder. If the Company, at any time while this Warrant is outstanding, shall pay any stock dividend or stock dividends upon shares of stock of the Company of the class or classes in respect of which the right to purchase is then given under this Warrant, then the Company shall thereafter deliver at the close time of business on such record date and (y) purchase of shares under this Warrant, in addition to the total number of shares of Common Stock constituting such stock of the Company in respect of which the right of purchase is then being exercised, the additional number of shares of the appropriate class or classes as would have been payable on the shares of stock of the Company so purchased if the shares so purchased had been outstanding on the record date for the payment of the said stock dividend or distributionstock dividends. If any dividend or distribution On the happening of the type described in this Section 5(b) is declared but not so paid or madeeach and every such event, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared. c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the applicable provisions of this Section 5 Warrant shall, ipso facto, be deemed to be amended accordingly and in the taking of Company shall take all necessary action so as to comply with such lawful action provisions as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairmentso amended.

Adjustment. The (a) In case, prior to the expiration of the Warrant by exercise or by its terms, the Company shall issue any shares of its Common Stock as a stock dividend or subdivide the number of Warrant Shares purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement shall be subject to adjustment from time to time upon the occurrence of certain events, as follows: a. In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares, then, in either of such cases, the purchase price per share of the Shares issuable upon exercise of the Warrant in effect at the time of such action shall be proportionately reduced and the number of Shares at that time purchasable pursuant to the Warrant shall be proportionately increased; and conversely, in the event the Company shall contract the number of outstanding shares or combined of Common Stock by combining such shares into a smaller number of shares, then, in such case, the number of Warrant Shares to be received by the Warrantholder upon exercise purchase price per share of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to in effect at the total time of such action shall be proportionately increased and the number of outstanding Shares at that time purchasable pursuant to Warrant shall be proportionately decreased. Any dividend paid or distributed upon the Common Stock in stock of any other class of securities convertible into shares of Common Stock immediately prior to such subdivision or combination is equal shall be treated as a dividend paid in Common Stock to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding extent that shares of Common Stock immediately after such subdivision are issuable upon the conversion thereof. (b) In case, prior to the expiration of this Warrant by exercise or combinationby its terms, and the Exercise Price there shall be proportionately adjusted a recapitalization, whether by reorganization, reclassification or otherwise of the capital of the Company, or the Company or a successor corporation shall be consolidated or merge with or convey all or substantially all of its or of any successor corporation's property and assets to any other corporation or corporations (any such that corporation being included within the aggregate Exercise Price meaning of the term "successor corporation" in the event of any consolidation or merger of any such corporation with, or the sale of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. In the case the Company shall hereafter declare a dividend or distribution to substantially all holders of the outstanding property of any such corporation to, another corporation or corporations), in exchange for stock or securities of a successor corporation, the Holder shall thereafter have the right to purchase upon the terms and conditions and during the time specified in this Warrant, in lieu of the Shares theretofore purchasable upon the exercise of this Warrant, the kind and amount of shares of Common Stock in shares of Common Stockstock and other securities receivable upon such recapitalization or consolidation, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number merger or conveyance by a fraction, (i) the numerator holder of which shall be the number of shares of Common Stock outstanding at which the close of business on Holder might have purchased immediately prior to such record date, and (ii) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting such dividend recapitalization or distribution. If any dividend or distribution of the type described in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared. c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue merger or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairmentconveyance.

Adjustment. The number of Warrant Shares purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement Applicable Unused Commitment Rate and Applicable ABR Margin shall be subject to adjustment adjusted, as applicable from time to time upon the occurrence of certain eventstime, as follows: a. In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, effective on (i) the numerator of which shall be first Business Day after any change in the number of shares of Common Stock outstanding at the close of business on such record date, and Rating or (ii) the denominator fifth (5th) Business Day following the delivery by Borrower, pursuant to Section 7.1(i) or (ii), of which annual or quarterly financial statements evidencing a change in the Leverage Ratio. The Applicable LIBOR Rate Margin in respect of any LIBOR Advance shall be adjusted, as applicable from time to time, effective on the sum first day of the Interest Period for any LIBOR Advance after (xi) any change in the Rating or (ii) the number fifth (5th) Business Day following the delivery by Borrower, pursuant to Section 7.1(i) or (ii), of shares annual or quarterly financial statements evidencing a change in the Leverage Ratio. In the event that any such financial statement is shown to be inaccurate (regardless of Common Stock whether this Agreement is in effect or any Loans or Commitments are outstanding when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable LIBOR Rate Margin (and Applicable Letter of Credit Rate), Applicable ABR Margin and Applicable Unused Commitment Rate for any period (an “Applicable Period”) than the Applicable LIBOR Rate Margin (and Applicable Letter of Credit Rate), Applicable ABR Margin and Applicable Unused Commitment Rate actually applied for such Applicable Period, then (A) the Borrower shall immediately deliver to the Administrative Agent a correct certificate and financial statements under Section 7.1 for such Applicable Period, (B) the Applicable LIBOR Rate Margin (and Applicable Letter of Credit Rate), Applicable ABR Margin and Applicable Unused Commitment Rate shall be determined at the close such higher Applicable LIBOR Rate Margin (and Applicable Letter of business on Credit Rate), Applicable ABR Margin and Applicable Unused Commitment Rate for such record date Applicable Period, and (yC) the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution Borrower shall immediately pay to the Administrative Agent (for the ratable benefit of the type described in this Section 5(bLenders) is declared but not so paid or madethe accrued additional interest and additional fees owing as a result of such higher Applicable LIBOR Rate Margin (and Applicable Letter of Credit Rate), the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declaredApplicable ABR Margin and Applicable Unused Commitment Rate. c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairment.

Adjustment. The number of Warrant Shares purchasable upon the exercise With respect to each of the purchase rights evidenced by this Warrant Agreement shall be subject to adjustment from time to time upon the occurrence of certain events, as followsDeferred Businesses: a. In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, (i) At least five (5) days (but no more than fifteen (15) days) prior to the numerator applicable Deferred Closing Date, or such other date as may be mutually agreed between the applicable Purchaser and Seller, Seller shall conduct a unit physical inventory of the Deferred Business Inventory that is held at any Transferred Leased Real Property location that is being assumed by the applicable Purchaser, pursuant to which each such unit of Deferred Business Inventory will be identified and counted by personnel of Seller using procedures normally used by Seller to take inventories of such type. Items of Deferred Business Inventory that are Defective Inventory (as reasonably determined by the Seller based on procedures mutually agreed by the applicable Purchaser and Seller acting reasonably and in good faith) shall be identified as such during such physical inventory. The applicable Purchaser and its Representatives shall have the number right to be present to observe the taking of shares such physical inventory by Seller and review and verify the listing and tabulation of Common Stock outstanding at Seller, but may not interfere with or delay such inventory count. (ii) Promptly following completion of the physical inventory conducted pursuant to Section 6.12(b), Seller shall deliver to ABG Purchaser (i) a schedule setting forth Seller’s good faith estimate of the Deferred Business Inventory as of the Deferred Closing Date (including any Defective Inventory), (which, if applicable, shall be based on the physical inventory conducted pursuant to Section 6.12(b)(i)) (the “Residual Deferred Business Inventory”) and (ii) a statement setting forth, in reasonable detail Seller’s good faith estimate of (w) the Residual Inventory Consideration in respect thereof, (x) the Compensation Amount, (y) the Retained Retention Bonus Amount with respect to the applicable Deferred Business and (z) the Deferred Business Reserves, in each case, together with reasonable supporting documentation (“Estimated Deferred Business Statement”). During the period following ABG Purchaser’s receipt of the Estimated Deferred Business Statement until the close of business on such record datethe Deferred Closing Date, the applicable Purchaser and its Representatives shall be permitted, upon reasonable notice and during normal business hours, to review, reconcile and verify the Estimated Deferred Business Statement, and (ii) Seller shall allow the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding at the close of business on such record date applicable Purchaser to review any records, invoices and (y) the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution other documents of the type described Deferred Businesses and to have reasonable access to the properties and personnel (including personnel responsible for accounting and finance and senior management), in this Section 5(b) is declared but not so paid each case, to the extent reasonably related to the preparation of, or madeotherwise reasonably related to, the number of Warrant Shares issuable upon exercise of Estimated Deferred Business Statement. The applicable Purchaser shall have the purchase rights evidenced by this Warrant Agreement opportunity to review and comment on the Estimated Deferred Business Statement, and Seller shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared. c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times consider in good faith assist any comments made by the applicable Purchaser with respect to the calculations set forth in the carrying out Estimated Deferred Business Statement and, to the extent Seller agrees to any such comments, incorporate the same into the Estimated Deferred Business Statement; provided that, for the avoidance of all doubt, Seller shall have no obligation to agree to or incorporate any such comments into the provisions of this Section 5 Estimated Deferred Business Statement and in no event shall any review, comment or request on or in respect of the Estimated Deferred Business Statement by the applicable Purchaser, or any dispute related thereto, prevent or delay the Deferred Closing. (iii) With respect to any Residual Deferred Business Inventory that is not held at any Transferred Leased Real Property location that is being assumed by the applicable Purchaser, Seller shall ensure that the applicable Residual Deferred Business Inventory is available for pickup by the applicable Purchaser at the location such Residual Deferred Business Inventory is located on the Deferred Closing Date (or such other date as may be mutually agreed between Seller and such Purchaser) and shall provide to such Purchaser such information as such Purchaser may reasonably request to enable such Purchaser to collect such Residual Deferred Business Inventory. Such Residual Deferred Business Inventory shall be delivered free on board, origin, and Seller shall be responsible for, and shall bear all costs associated with, loading the applicable Purchaser’s vehicles with the Residual Deferred Business Inventory and issuing and remitting to such Purchaser a bill of lading for each fully loaded and locked vehicle (each, a “Bill of Lading”). At its option, such Purchaser shall be permitted to maintain a Representative at the Distribution Center to monitor the packing and loading of shipments, which Representative shall be permitted to review the Bills of Lading and open select cartons at random to ensure the contents match, but may not unduly interfere with or delay such the loading process. (iv) In connection with the applicable Purchaser’s receipt of the Residual Deferred Business Inventory, Purchaser shall conduct a unit physical inventory (on a carton-by-carton basis) of the applicable Residual Deferred Business Inventory. Items of Deferred Business Inventory that are Defective Inventory (as reasonably determined by the Purchaser based on procedures mutually agreed by the applicable Purchaser and Seller acting reasonably and in good faith) shall be identified as such during the such physical inventory. Seller and its Representatives shall have the right to be present to observe the taking of all such lawful action as physical inventory by Purchaser and review and verify the listing and tabulation of Purchaser, but may not interfere with or delay such inventory count. (v) Notwithstanding anything to the contrary set forth herein, Seller and the applicable Purchaser may mutually agree in writing to an alternative method for determining the Residual Deferred Business Inventory with respect to each Deferred Business and the determination of the Residual Inventory Consideration in respect thereof, which may be necessary done individually on the basis of each Deferred Business (or appropriate in order to protect the rights specific segments and jurisdiction thereof). (vi) Within thirty (30) days of the Warrantholder under applicable Deferred Closing Date, the applicable Purchaser shall prepare and deliver to Seller a statement (the “Deferred Business Statement”) setting forth such Purchaser’s good faith determination of (A) the Residual Deferred Business Inventory actually received by Purchaser, (B) the Compensation Amount (if any), (C) the Retained Retention Bonus Amount with respect to the applicable Deferred Business (if any), (D) the applicable Deferred Business Reserves and (E) a calculation of the Deferred Business Consideration in respect thereof, in each case, together with reasonable supporting documentation. If ABG Purchaser fails to timely deliver or cause to be delivered a Deferred Business Statement in accordance with this Section 5 against impairment6.13(f)(vi), then the Estimated Deferred Business Statement shall be deemed final and binding upon the Seller and such Purchaser. (vii) The Deferred Business Statement shall become final and binding upon Seller and the applicable Purchaser at 11:59 p.m. on the date that is thirty (30) Business Days following Seller’s receipt thereof (the “Deferred Business Disagreement Deadline”), unless Seller gives written notice to such Purchaser specifying in reasonable detail its disagreement with ABG Purchaser’s determination of the Residual Deferred Business Inventory, the Compensation Amount, the Retained Retention Bonus Amount or the Deferred Business Reserves and the resulting Deferred Business Consideration or any item or calculation set forth therein (the “Deferred Business Notice of Disagreement”) prior to such time. If Seller delivers an Deferred Business Notice of Disagreement to such Purchaser prior to the Deferred Business Disagreement Deadline, the dispute resolution mechanism set forth in Section 1.04(b) shall apply mutatis mutandis with respect to any disputes that may arise in connection therewith. (viii) If the Deferred Business Consideration as finally determined in accordance with this Section 6.12 (the “Final Deferred Business Consideration”) is less than the Deferred Business Closing Payment, then Seller shall pay or cause to be paid to an account designated in writing by ABG Purchaser the amount of such difference by wire transfer of immediately available funds no later than ten (10) Business Days after the Deferred Business Statement becomes final and binding on Seller and ABG Purchaser pursuant to Section 6.13(f)(vii). If the Deferred Business Closing Payment is less than the Final Deferred Business Consideration, then ABG Purchaser shall pay to the account(s) designated in writing by Seller of the amount of such difference by wire transfer of immediately available funds no later than ten (10) Business Days after the Statement becomes final and binding on Seller and ABG Purchaser pursuant to Section 6.13(f)(vii).

Adjustment. The number Notwithstanding anything set forth in the Agreement to the contrary: 2.4.1 Seller, WPG and Primary Purchaser acknowledge that the Property Values include the value of Warrant Shares purchasable those prospective leases/expansions/renewals (including option exercises) set forth on Schedule 2.4 attached hereto (the “Prospective Leases”). Seller shall be solely responsible for all Leasing Costs relating to the Prospective Leases, or any Replacement Lease, and none of such costs shall be borne by any Partnership Entity or Purchasers (and Primary Purchaser shall receive a credit for such costs at Closing and, if any such costs are not included in such credit, Seller shall pay such costs after Closing when due) (with this sentence to survive Closing until May 1, 2019). 2.4.2 In the event that any tenant under a Prospective Lease, or under a Replacement Lease relating thereto, or the applicable Property Owner has not executed and delivered a lease (or amendment or modification thereto, as applicable) by the Closing Date upon the exercise terms described on Schedule 2.4, such tenant is in monetary or material non-monetary default under such Prospective Lease (or such Replacement Lease) on such date or, in the case of a renewal (including an option), the purchase renewal has not been fully signed (or the option has not been unconditionally exercised) on such date upon the terms described on Schedule 2.4, then the Property Value for the applicable Property shall be reduced at Closing by an amount equal to (A) the impact on annualized net operating income that was anticipated on account of such Prospective Lease (determined based on Schedule 2.4 attached hereto), divided by (B) the Cap Rate, and the Purchase Price shall be determined after taking into account such reduction. No such adjustment shall affect Primary Purchaser’s and WPG’s Percentage Interests. For purposes hereof, a lease, amendment, modification or renewal (including an option exercise) shall not be considered executed and delivered, fully signed or unconditionally exercised, as applicable, if the tenant is granted an early termination right, rolling termination rights evidenced by this Warrant Agreement or termination rights for landlord’s failure to initially deliver the leased premises under such lease (other than a customary option to terminate a lease, including, without limitation, a termination right upon the occurrence of a casualty or condemnation or a standard market gross sales-based termination right; provided, however, that the parties agree that a gross sales-based termination right during the first two (2) years of a lease term is not considered a “customary option to terminate a lease”). 2.4.3 WPG shall have the right to replace any Prospective Lease with a replacement lease (each, a “Replacement Lease”), provided that any Replacement Lease shall be on comparable economic terms as, and with a tenant of comparable quality as under, the applicable Prospective Lease, shall be consistent with the lease plan for the applicable Property and shall be subject to adjustment from time to time upon the occurrence approval of certain events, as follows: a. In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of shares, the number of Warrant Shares Primary Purchaser (not to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision unreasonably withheld or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchangeddelayed). b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, (i) the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on such record date, and (ii) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared. c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairment.

Adjustment. The (a) If the Company (i) declares and pays a dividend or makes a distribution on any of its equity securities, in either case payable in additional Class A Units or in Options or Convertible Securities or (ii) subdivides (by unit split or otherwise) or reclassifies any of the outstanding Class A Units into a greater number of Class A Units, then the Exercise Price in effect immediately prior to any such dividend, distribution or subdivision shall be proportionately reduced and the number of Warrant Shares Units issuable upon exercise of this Warrant shall be proportionately increased. (b) If the Company combines or reclassifies (by reverse unit split or otherwise) any of the outstanding Class A Units into a smaller number of Class A Units, then the Exercise Price in effect immediately prior to such combination shall be proportionately increased and the number of Warrant Units issuable upon exercise of this Warrant shall be proportionately decreased. (c) If at any time there shall be any internal reorganization, recapitalization, merger or consolidation involving the Company that does not constitute a Change of Control (a “Reorganization”) in which shares of the Company’s units are converted into or exchanged for securities, cash or other property, including, for the avoidance of doubt, any internal reorganization of the Company or merger of the Company with another Wholly Owned Subsidiary of the Company in connection with the Contemplated Transaction, then, as a part of such Reorganization, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant, the kind and amount of securities, cash or other property of the successor corporation resulting from such Reorganization, equivalent in value to that which a holder of the Warrant Units deliverable upon exercise of this Warrant would have been entitled in such Reorganization if the right to purchase the Warrant Units hereunder had been exercised immediately prior to such Reorganization. In any such case, appropriate adjustment (as determined in good faith by the board of directors or equivalent governing body of the successor corporation) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after such Reorganization (including provisions for adjustments of the number of units purchasable and receivable upon the exercise of this Warrant) to the end that the provisions of this Warrant shall be applicable after the event, as near as reasonably may be, in relation to any units or other securities deliverable after that event upon the exercise of this Warrant. (d) Any adjustment under this Section 4.1 shall become effective at the close of business on the record date of any such dividend or distribution or the effective date of any such subdivision, reclassification or combination, as the case may be. (e) Upon any adjustment in accordance with this Section 4.1, the Company shall give notice thereof to the Holder, which notice shall state the event giving rise to the adjustment, the Exercise Price as adjusted and the number of equity securities or other property purchasable upon the exercise of the purchase rights evidenced by under this Warrant Agreement shall be subject to adjustment from time to time Warrant, setting forth in reasonable detail the method of calculation of each. The Company shall, upon the occurrence written request of certain eventsany Holder, as follows: a. In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares furnish or combined into a smaller number of shares, the number of Warrant Shares cause to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior furnished to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. In the case the Company shall hereafter declare Holder a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, certificate setting forth (i) the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on such record dateadjustments, and (ii) the denominator of which shall be Exercise Price at the sum of time in effect and (xiii) the number of shares securities and the amount, if any, of Common Stock outstanding other property that at the close of business on such record date and (y) the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable time would be received upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared. c. Warrant. The Company will shall not, by amendment of its certificate of incorporation or through any reorganizationReorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities reclassification or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, Company but will shall at all times in good faith assist in the carrying out of all the provisions of this Section 5 Warrant and in the taking of all such lawful commercially reasonable action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 Holder against impairment.

Adjustment. The number of Warrant Shares purchasable upon (a) In the exercise event the Company, after the Closing Date, shall propose to consider or engage in an Adjustment Transaction, then, in each such event, the Company shall mail to the Holder of the purchase rights evidenced by this Warrant Agreement Warrants notice of such proposed action, which shall specify the date on which the stock transfer books of the Company shall close, or a record shall be subject to adjustment from time to time upon taken, for determining the occurrence of certain events, as follows: a. In case the outstanding shares holders of Common Stock entitled to receive the benefit of such Adjustment Transaction, or the date on which the Adjustment Transaction shall be subdivided into a greater number take place or commence, as the case may be, and the date as of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such which it is expected that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares holders of Common Stock immediately of record shall be entitled to receive securities or other property deliverable upon such action, if any such date is to be fixed. Such notice shall be mailed at least thirty (30) days prior to the date upon which it is proposed that such subdivision or combination is equal action take place and twenty (20) days prior to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement any record date to the total number of outstanding shares determine holders of Common Stock immediately after entitled to receive the benefit of such subdivision or combinationAdjustment Transaction. If an Adjustment Transaction occurs, and the Exercise Price shall be proportionately adjusted such that by the aggregate Exercise Price of all Company so as to fairly preserve, without dilution, the purchase rights represented by the Warrants in accordance with SECTION 5.01 and otherwise with the essential intent and purposes hereof. If the Holder(s) of the Warrants disputes the adjustment of the Exercise Price made by the Company and the parties cannot otherwise resolve the dispute promptly and in good faith, then evidenced by this Warrant Agreement shall remain unchanged. b. In the case the Company shall hereafter declare at its expense appoint a dividend or distribution to all holders firm of independent public accountants of recognized national standing (which may be the regular auditors of the outstanding shares Company), which shall give their opinion as to the adjustment, if any, to be made to the Exercise Price as the result of Common Stock in shares the relevant Adjustment Transaction. Upon receipt of Common Stocksuch opinion, the number of Warrant Shares issuable upon exercise Company shall promptly mail a copy thereof to the Holder(s) of the purchase rights evidenced by Warrants and shall make the adjustment described therein. An adjustment made pursuant to this Warrant Agreement SECTION 5.02(A) shall become effective immediately after the effective date of any such issue, sale, Dividend, subdivision, combination or reclassification. Anything herein to the contrary notwithstanding, the Company shall not be increased by dividing such number by a fraction, (i) required to make any adjustment of the numerator Exercise Price in the case of which shall be the number issuance of shares of Common Stock outstanding at upon the close exercise in whole or part of business on such record datethe Warrant. (b) Whenever the Exercise Price is adjusted as provided in this SECTION 5.02, the Company will, if requested, promptly obtain a certificate of a firm of independent public accountants of recognized national standing selected by the Board of Directors of the Company (who may be the regular auditors of the Company) setting forth the Exercise Price, and (iithe Exercise Quantity as so adjusted, the computation of such adjustment and a brief statement of facts accounting for such adjustment, and will retain such certificate on file and mail to the Holder(s) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described in this Section 5(b) is declared but not so paid or made, the number Warrants a copy of Warrant Shares issuable upon exercise such certificate from such firm of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declaredindependent public accountants. c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairment.

Adjustment. The number Each Right held of Warrant Shares purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement shall be subject record prior to such adjustment from time to time upon the occurrence of certain events, as follows: a. In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise Rights shall become that number of the purchase rights evidenced by this Warrant Agreement Rights (calculated to the total number of outstanding shares of Common Stock nearest one-ten-thousandth) obtained by dividing the Purchase Price in effect immediately prior to such subdivision adjustment of the Purchase Price by the Purchase Price in effect immediately after adjustment of the Purchase Price. The Company shall make a public announcement of its election to adjust the number of Rights, indicating the record date for the adjustment, and, if known at the time, the amount of the adjustment to be made. This record date may be the date on which the Purchase Price is adjusted or combination is equal to any day thereafter, but, if the proportion Rights Certificates have been issued, shall be at least ten days later than the date of the public announcement. If Rights Certificates have been issued, upon each adjustment of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by Rights pursuant to this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combinationSection 11(h), and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. In the case the Company shall hereafter declare a dividend or distribution shall, as promptly as practicable, cause to all be distributed to holders of the outstanding shares record of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, (i) the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on such record date, and (ii) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding at the close of business Rights Certificates on such record date and (y) Rights Certificates evidencing, subject to Section 14 hereof, the total number additional Rights to which such holders shall be entitled as a result of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution adjustment, or, at the option of the type described Company, shall cause to be distributed to such holders of record in this Section 5(b) is declared but not so paid or made, substitution and replacement for the number of Warrant Shares issuable upon exercise of the purchase rights evidenced Rights Certificates held by this Warrant Agreement shall again be adjusted such holders prior to the number date of Warrant Shares that would be issuable adjustment, and upon exercise of the purchase rights evidenced by this Warrant Agreement surrender thereof, if such dividend or distribution had not been declared. c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder required by the Company, but will at times in good faith assist new Rights Certificates evidencing all the Rights to which such holders shall be entitled after such adjustment. Rights Certificates so to be distributed shall be issued, executed and countersigned in the carrying out manner provided for herein (and may bear, at the option of all the provisions of this Section 5 Company, the adjusted Purchase Price) and shall be registered in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights names of the Warrantholder under this Section 5 against impairmentholders of record of Rights Certificates on the record date specified in the public announcement.

Adjustment. The number of Warrant Shares purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement shall be subject to adjustment from time to time upon the occurrence of certain events, as follows: a. In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, (i) In case at any time the Borrower shall pay or make a stock dividend or other distribution in Common Stock on any class of capital stock of the Borrower, the Conversion Price in effect at the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such dividend or other distribution shall be reduced so that the same shall equal the price determined by multiplying such Conversion Price by a fraction of which the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such record date, determination and (ii) the denominator of which shall be the sum of (x) the such number of shares of Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting such dividend or other distribution, such adjustment to become effective immediately after the opening of business on the day following the date fixed for such determination. (ii) In case at any time the Borrower shall (A) subdivide its outstanding Common Stock, (B) combine its outstanding Common Stock into a smaller number of shares, or (C) issue by reclassification of its Common Stock (including any such reclassification in connection with a consolidation or merger in which the Borrower is the surviving corporation) any shares, the Conversion Price in effect at the effective date of such subdivision, combination or reclassification shall be proportionately adjusted so that the Lender shall be entitled to receive after such time the aggregate number and kind of shares which, if the Loans or the unused portion of the Commitment had been converted immediately prior to such time, the Lender would have owned upon such conversion and been entitled to receive upon such subdivision, combination or reclassification. If Such adjustment shall be made successively whenever any event listed above shall occur. (iii) In case at any time the Borrower shall fix a record date for the making of a distribution, by dividend or otherwise, to all holders of its Common Stock, of evidences of its indebtedness or assets (including securities (including warrant, options and rights), but excluding any dividend or distribution referred to in Section 5(e)(i) and any regular quarterly cash dividend), then in each such case the Conversion Price in effect after such record date shall be determined by multiplying the Conversion Price in effect immediately prior to such record date by a fraction, of which the numerator shall be the total number of outstanding shares of Common Stock multiplied by the current market price per share of Common Stock (as defined in Section 5(e)(iv)) on such record date, less the fair market value (as determined by the Board of Directors of the type described Borrower of the portion of the assets or evidences of indebtedness so to be distributed, and of which the denominator shall be the total number of outstanding shares of Common Stock multiplied by such current market price per share of Common Stock. Such adjustment shall be made successively whenever such a record date is fixed; and in this Section 5(b) the event that such distribution is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement Conversion Price shall again be adjusted to be the number Conversion Price which would then be in effect if such record date has not been fixed. (iv) For the purpose of Warrant Shares that would any computation under Sections 5(b) and 5(e)(iii), the current market price per share of Common Stock on any date shall be issuable upon exercise deemed to be the average of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declaredclosing prices on the New York Stock Exchange Composite Transaction Reporting System, as reported in the Wall Street Journal, for the 20 trading days immediately preceding the second trading day prior to the day in question. c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, (v) If the Borrower is a party to a merger, dissolutioncombination or other transaction which reclassifies or changes its outstanding Common Stock, issue the successor corporation shall enter into a supplemental agreement which shall provide that the Lender may convert into the kind and amount of securities, cash or sale other assets which the Lender would have owned after such transaction if the Lender had converted immediately prior to the consummation of securities or any other voluntary action, avoid or seek to avoid such transaction. (vi) The Borrower may make such downward adjustments in the observance or performance of any of the terms Conversion Price as it considers to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate advisable in order that any event treated for United States Federal income tax purposes as a dividend of stock or stock rights shall not be taxable to protect the rights of the Warrantholder under this Section 5 against impairmentrecipients.

Adjustment. The number of Warrant Shares shares of Common Stock purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement and the Exercise Price shall be subject to adjustment from time to time upon as provided in this paragraph 5. (1) If, during the occurrence term of certain eventsthis Warrant, as follows: a. In case the outstanding Corporation shall pay or make a dividend or other distribution on any class of capital stock of the Corporation in Common Stock, then the number of shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder purchasable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing multiplying such number of shares by a fraction, (i) the numerator of which the denominator shall be the number of shares of Common Stock outstanding at the close of business on the day immediately preceding the date of such record date, distribution and (ii) the denominator of which numerator shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution, such increase to become effective immediately after the opening of business on the date following such distribution. (x2) If, during the term of this Warrant, the outstanding shares of Common Stock shall be, pursuant to a recapitalization or other change in capital structure, subdivided into a greater number of shares of Common Stock, then the number of shares of Common Stock purchasable upon exercise of this Warrant at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately increased and, conversely, if outstanding shares of Common Stock shall each be combined into a smaller number of shares of Common Stock, then the number of shares of Common Stock purchasable upon exercise of this Warrant at the opening of business on the day following the day upon which such combination becomes effective (3) The reclassification of Common Stock into securities (other than Common Stock) and/or cash and/or other consideration shall be deemed to involve a subdivision or combination, as the case may be, of the number of shares of Common Stock outstanding at immediately prior to such reclassification into the close number or amount of business on securities and/or cash and/or other consideration outstanding immediately thereafter and the effective date of such record date and reclassification shall be deemed to be "the day upon which such subdivision becomes effective" or "the day upon which such combination becomes effective", as the case may be, within the meaning of clause (y2) above. (4) The Corporation may in its sole discretion make such increases in the total number of shares of Common Stock constituting such dividend or distribution. If purchasable upon exercise of this Warrant, in addition to those required by this subparagraph (A), as shall be determined by its Board of Directors to be advisable in order to avoid taxation so far as practicable of any dividend of stock or distribution of stock rights or any event treated as such for federal income tax purposes to the type described in this Section 5(b) is declared but not so paid or made, recipients. B. Whenever the number of Warrant Shares issuable shares of Common Stock purchasable upon exercise of the purchase rights evidenced by this Warrant Agreement is adjusted as herein provided, the Exercise Price shall again be adjusted by multiplying it by a fraction, of which the numerator is equal to the number of shares of Common Stock purchasable prior to the adjustment and the denominator is equal to the number of shares of Common Stock purchasable after the adjustment. C. If any consolidation or merger of the Corporation with another entity, or the sale of all or substantially all of its assets to another entity, shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then, as a condition of such consolidation, merger or sale, lawful and adequate provisions shall be made whereby the Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Warrant Shares that would be issuable and in lieu of the shares of the Common Stock of the Corporation immediately theretofore purchasable and receivable upon the exercise of the purchase rights evidenced set forth herein, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable upon the exercise of the rights set forth herein had such consolidation, merger or sale not taken place, and in any such case, appropriate provisions shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof (including without limitation provisions for adjustments of the exercise price and of the number of shares purchasable and receivable upon the exercise of the Warrant) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof. If a purchase, tender or exchange offer is made to and accepted by this Warrant Agreement if the holders of more than 50% of the outstanding shares of Common Stock of the Corporation, the Corporation shall not effect any consolidation, merger or sale with the person having made such offer or with any affiliate of such person, unless prior to the consummation of such consolidation, merger or sale the Holder shall have been given a reasonable opportunity to then elect to receive D. In the event of (i) any taking by the Corporation of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or assets, or to receive any other right, (ii) any reorganization of the Corporation, or any reclassification or recapitalization of the capital stock of the Corporation, or any transfer of all or substantially all of the assets of the Corporation to, or consolidation or merger of the Corporation with any other person or (iii) any voluntary or involuntary dissolution or liquidation of the Corporation, then and in each such event the Corporation will mail or cause to be mailed to the Holder a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution had not been declared. c. The Company will notor right, by amendment the amount and character of its certificate of incorporation such dividend, distribution or through right, the date on which any such reorganization, reclassification, recapitalization, transfer of assetstransfer, consolidation, merger, dissolution, issue liquidation or sale winding-up is to take place, and the time, if any, as of which the holders of record of Common Stock shall be entitled to exchange their shares of Common Stock for securities or any other voluntary actionproperty deliverable upon such reorganization, avoid reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or seek winding-up. Such notice shall be mailed at least 20 days prior to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairmentproposed record date therein specified.

Adjustment. The number of Warrant Convertible Preferred B Shares (and the number of Ordinary Shares issuable upon conversion thereof) purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement and the Exercise Price shall be subject to adjustment from time to time or upon exercise as provided in this paragraph 4. 4.1. If, during the term of this Warrant, the Company shall distribute a stock dividend or shares of capital stock pursuant to a reclassification of its Convertible Preferred B Shares to the holders of Convertible Preferred B Shares (i.e., bonus shares), the number of Convertible Preferred B Shares purchasable upon exercise of this Warrant shall be increased by multiplying such number of shares to be purchased under this Warrant by a fraction of which the denominator shall be the number of Convertible Preferred B Shares outstanding at the close of business on the day immediately preceding the date of such distribution and the numerator shall be the sum of such number of shares and the total number of bonus shares, such increase to become effective immediately after the opening of business on the date following such distribution, and upon the occurrence happening of certain eventssuch an event the Exercise Price shall be adjusted appropriately. 4.2. If, as follows: a. In case during the term of this Warrant, the outstanding shares of Common Stock Convertible Preferred B Shares shall be subdivided into a greater number of shares or Convertible Preferred B Shares, the number of Convertible Preferred B Shares purchasable upon exercise of this Warrant at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately increased, and, conversely, if the outstanding Convertible Preferred B Shares shall each be combined into a smaller number of sharesConvertible Preferred B Shares, the number of Warrant Convertible Preferred B Shares to be received by the Warrantholder purchasable upon exercise of the purchase rights evidenced by this Warrant Agreement at the opening of business on the day following the day upon which such combination becomes effective shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combinationproportionately decreased, and in each such case the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchangedappropriately. b. 4.3. Reorganization, Reclassification, Merger, Consolidation or Disposition ---------------------------------------------------------------------- of Assets --------- (a) In the case the Company shall hereafter declare a dividend reorganize its capital, reclassify its capital stock, consolidate or distribution merge with or into another corporation or sell, transfer or otherwise dispose of all or substantially all of its property, assets or business to all holders another corporation and pursuant to the terms of the outstanding shares such reorganization, reclassification, merger, consolidation or disposition of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fractionassets, (i) shares of capital stock of the numerator successor or acquiring corporation or of which the Company (if it is the surviving corporation) or (ii) any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of capital stock of the successor or acquiring corporation ("Other Property") are to be received by or distributed to the holders of Convertible Preferred B Shares of the Company who are holders immediately prior to such transaction, then the Holder shall be have the right thereafter to receive, upon exercise of this Warrant, the number of shares of Common Stock outstanding at capital stock of the close successor or acquiring corporation or of business on such record datethe Company, if it is the surviving corporation, and (ii) the denominator Other Property receivable upon or as a result of which shall be the sum such reorganization, reclassification, merger, consolidation or disposition of (x) assets by a holder of the number of shares of Common Stock outstanding at Convertible Preferred B Shares for which this Warrant is exercisable immediately prior to such event. (b) In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the close successor or acquiring corporation shall expressly assume the due and punctual observance and performance of business on each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such record date and modifications as may be deemed appropriate (yas determined by resolution of the Board of Directors of the Company) the total number in order to provide for adjustments of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described Convertible Preferred B Shares for which this Warrant is exercisable, which modifications shall be as nearly equivalent as practicable to the adjustments provided for in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared4. c. (c) The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking subsection 4.3 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairmentassets.

Adjustment. The number of Warrant Shares purchasable upon a. If the exercise of the purchase rights evidenced by Company at any time while this Warrant Agreement shall be subject to adjustment from time to time upon the occurrence of certain eventsDebenture is outstanding, as follows: a. In case the outstanding issues or sells (such issuance or sale a “Dilutive Issuance”) any shares of Common Stock shall be subdivided into for a greater number of shares or combined into consideration per share (the “New Issuance Price”) less than a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement price equal to the total number of outstanding shares of Common Stock Conversion Price in effect immediately prior to such subdivision issue or combination is sale (such price, the “Applicable Price”), then immediately after such Dilutive Issuance the Conversion Price in effect shall be reduced to an amount equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchangedNew Issuance Price. b. In If the case the Company Company, at any time while this Debenture is outstanding, shall hereafter declare (a) pay a stock dividend or otherwise make a distribution to all holders of the outstanding or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock, (b) subdivide outstanding shares of Common Stock into a larger number of shares, or (c) issue by reclassification of shares of the Common Stock any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of Warrant Shares issuable upon exercise shares of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing Common Stock (excluding treasury shares, if any) outstanding before such number by a fraction, (i) the numerator event and of which the denominator shall be the number of shares of Common Stock outstanding after such event and any such adjustment made pursuant hereto shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision or re-classification; provided, however, that if any event described in this section would cause the Conversion Price to be increased, the Conversion Price will not be adjusted. c. If at any time while this Debenture is outstanding the close Company grants, issues or sells any options, convertible securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of business on any class of Common Stock (the "Purchase Rights"), then the Holder will be entitled to acquire, upon the terms applicable to such record datePurchase Rights, and (ii) the denominator of aggregate Purchase Rights which shall be the sum of (x) Holder could have acquired if the Holder had held the number of shares of Common Stock outstanding at acquirable upon complete conversion of this Debenture (without taking into account any limitations or restrictions on the close convertibility of business this Debenture) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date and (y) as of which the total number of shares record holders of Common Stock constituting such dividend or distribution. If any dividend or distribution of are to be determined for the type described in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared. c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolutiongrant, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairmentPurchase Rights.

Adjustment. The number of Warrant Shares purchasable upon (i) No later than 120-days following the exercise Closing Date, Buyer shall deliver to Sitrick Co (A) an audited balance sheet of the purchase rights evidenced by this Warrant Agreement shall be subject to adjustment from time to time upon the occurrence of certain events, Company as follows: a. In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that Closing Date; and (B) a report setting forth the proportion actual Net Working Capital of Sitrick Co as of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combinationClosing Date (“Sitrick Co Working Capital”), and the Exercise amount by which the Sitrick Co Initial Purchase Price shall is to be proportionately adjusted such that (the aggregate Exercise Price “Sitrick Co Working Capital Adjustment”) in accordance with Section 2.6(b) or 2.6(c) as a result thereof (collectively, the “Sitrick Co Statement”). The audit of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. In the case balance sheet of the Company shall hereafter declare be performed by a dividend or distribution to all holders nationally recognized independent registered accounting firm determined by Buyer. (ii) If Sitrick Co disputes the accuracy of the outstanding shares Sitrick Co Statement, Sitrick Co shall provide written notice to Buyer no later than 30-days following delivery of Common Stock the Sitrick Co Statement (the “Sitrick Co Dispute Notice”) setting forth in shares reasonable detail those items that Sitrick Co disputes (it being agreed that Sitrick Co may not dispute the definition of Common StockSitrick Co Working Capital or its components), and the amounts of any adjustments that are necessary in Sitrick Co’s judgment for the computations contained in the Sitrick Co Statement to conform to the requirements of this Agreement, and the basis for Sitrick Co’s suggested adjustments. Sitrick Co shall be deemed to have agreed with all other items and amounts set forth in the Sitrick Co Statement. During the 30-day period following delivery of a Sitrick Co Dispute Notice, Buyer and Sitrick Co shall meet and negotiate in good faith with a view to resolving their disagreements over the disputed items. During such 30-day period, Sitrick Co shall be provided with such access to the financial books and records of the Company as it may reasonably request to enable it to review the Sitrick Co Statement. If the parties resolve their differences over the disputed items in accordance with the foregoing procedure, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, (i) the numerator of which Sitrick Co Final Working Capital shall be the number amount agreed upon by them. If the parties fail to resolve their differences over the disputed items within such 30-day period, then either Buyer or Sitrick Co may submit the disputed items to the Accounting Arbitrator to make a binding determination as to the disputed items in accordance with this Agreement. If Sitrick Co does not timely deliver a Sitrick Co Dispute Notice, the Sitrick Co Working Capital set forth in the Sitrick Co Statement shall become the Sitrick Co Final Working Capital. The Sitrick Co Working Capital, as finally determined in accordance with this Section 2.6(a)(ii) and Section 2.6(a)(iii) is referred to herein as the “Sitrick Co Final Working Capital.” (iii) The Accounting Arbitrator will, under the terms of shares its engagement, have no more than (A) 30-days from the date of Common Stock outstanding at referral; and (B) no more than 10 Business Days from the close final submission of business information and testimony by Buyer and Sitrick Co within which to render its written decision with respect to the disputed items (and only with respect to any unresolved disputed items set forth in the Sitrick Co Dispute Notice), which decision shall be final and binding upon the parties and enforceable by any court of competent jurisdiction. The Accounting Arbitrator shall review such submissions and base its determination solely on such record datesubmissions. In resolving any disputed item, the Accounting Arbitrator may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the least value for such item claimed by either Party. The fees and expenses of the Accounting Arbitrator shall be allocated to be paid by Buyer, on the one hand, and (ii) Sitrick Co, on the denominator of which shall be other, based upon the sum of (x) percentage that the number of shares of Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution portion of the type described in this Section 5(b) contested amount not awarded to each Party bears to the amount actually contested by such Party, as determined by the Accounting Arbitrator. By way of illustration, if Buyer claims before the Accounting Arbitrator that the determination of Sitrick Co Working Capital is declared but not so paid or made$1,000,000, and Sitrick Co claims before the number Accounting Arbitrator that the determination of Warrant Shares issuable upon exercise Sitrick Co Working Capital is $1,500,000, and if the Accounting Arbitrator ultimately resolves the dispute by awarding Buyer $300,000 of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to $500,000 difference, then the number of Warrant Shares that would be issuable upon exercise costs and expenses of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declaredAccounting Arbitrator will be allocated 60% (i.e., 300,000 ÷ 500,000) to Sitrick Co and 40% (i.e., 200,000 ÷ 500,000) to Buyer. c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairment.

Adjustment. The number In the event of Warrant Shares purchasable upon any change in the exercise outstanding Common Stock of the purchase rights evidenced Company by this Warrant Agreement shall be subject to adjustment from time to time upon the occurrence reason of certain eventsany stock split, as follows: a. In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares stock dividend, combination or combined into a smaller number reclassification of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement recapitalization, merger, or other corporate transaction, including but not limited to the total number payment of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. In the case the Company shall hereafter declare a dividend or the making of a distribution to all holders shareholders of the outstanding shares Company in property or in cash in an amount in excess of Common Stock the Company's normal dividend or distribution policy in shares of Common Stockeffect at the time, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fractionCommittee shall, (i) the numerator of which shall be where applicable, equitably adjust the number of shares of Common Stock outstanding at stock reserved under the close of business on such record date, Plan and (ii) the denominator of which shall be the sum of (x) exercise or purchase price and the number or class of shares covered by outstanding Awards denominated in stock or units of Common Stock outstanding at stock to preserve the close benefit of business on such record Awards for the Company and the Participant. Upon the effective date and (y) the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described in this Section 5(b) is declared but not so paid dissolution or made, the number liquidation of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared. c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times or of a reorganization, merger or consolidation of the Company with one or more other corporations in good faith assist which the Company is not the surviving corporation, or of the transfer of substantially all of the assets or shares of the Company to another corporation (any such transaction being referred to herein as a "Terminating Event"), the Plan and any Award granted hereunder shall terminate unless provision is made in writing in connection with such Terminating Event for the carrying out continuance of all the provisions Plan and for the assumption of this Section 5 and in Awards theretofore granted hereunder, or the taking substitution for such Awards of all new awards issued by the successor corporation, or a parent or subsidiary thereof, with such lawful action appropriate adjustments as may be necessary determined or appropriate approved by the Committee or its successor, in order to protect which event the rights Plan and the Awards theretofore granted or substituted therefor, shall continue in the manner and under the terms so provided. Upon the occurrence of a Terminating Event in which provision is not made for the continuance of the Warrantholder Plan and for the assumption of Awards theretofore granted or the substitution for such Awards of new awards issued by the successor corporation, each Participant to whom an Award has been granted under the Plan shall be entitled to receive payment, as applicable, or to exercise, in whole or in part, such Participant's rights under any Award granted without regard to any restrictions on exercise that would otherwise apply, and any restrictions on outstanding Stock Awards shall lapse, in each case effective as of the effective date of the Terminating Event. In the event a Participant shall not, prior to the effective date of a Terminating Event fully exercise a stock appreciation right granted under the Plan, such stock appreciation right to the extent not previously exercised, shall be deemed exercised by the Participant as of the effective date of the Terminating Event. In the event a Participant shall not, prior to the effective date of a Terminating Event fully exercise an option granted under the Plan, such option, to the extent not previously exercised, shall be deemed surrendered by the Participant as of the effective date of the Terminating Event and such Participant shall receive in exchange therefor a cash payment equal to the difference, if a positive amount, between the Fair Market Value as of the effective date of the Terminating Event of the shares of stock then subject to the option minus the aggregate option price therefor. To the extent that a Participant, pursuant to this Section 5 against impairment17 has a right to exercise, surrender or receive payment under any Award, or restrictions on any Stock Award lapse, solely on account of a Terminating Event, such exercise, surrender, payment or lapse shall be contingent upon the consummation of such Terminating Event. Upon a "change in control" of the Company, as defined in rules or regulations promulgated by the Committee from time to time or in Award Agreements executed pursuant to this Plan, Participants shall, unless the Committee otherwise determines at the time of grant, have the right, notwithstanding any restrictions that would otherwise apply, to exercise any stock option or stock appreciation right, any restrictions on outstanding Stock Awards granted under the Plan shall lapse, and Participants who have been granted Cash Awards under the Plan shall immediately be entitled to receive full payment of such Awards. In addition, Participants shall have the right to elect to receive a cash payment equal to the Fair Market Value of any stock otherwise distributable in connection with an Award under the Plan. To the extent a Participant has the right to exercise or receive payment under an Award, or restrictions on a Stock Award lapse, solely on account of a change in control, such right to exercise on surrender or the lapse of such restrictions shall be contingent upon the consummation of such change in control. 18.

Adjustment. The number of Warrant Shares purchasable upon (a) Not later than five (5) business days before Closing, the exercise Majority Shareholder shall deliver to Radio One a statement (the "Preliminary Adjustment Statement") that sets forth a good faith estimate of the purchase rights evidenced by this Warrant Agreement amount of the Consolidated Accounts Payable, the Consolidated Accounts Receivable, the Consolidated Current Assets, the Consolidated Liabilities (including the Transaction Fees and Costs) at Closing and the Majority Shareholder's calculation of the Adjusted Consideration and the Merger Consideration. The Preliminary Adjustment Statement shall show the Majority Shareholder's calculations in reasonable detail and shall be subject accompanied by a good faith, estimated balance sheet of the Xxxxx Companies (as of the date of the Preliminary Adjustment Statement) prepared by the Company Accountant in accordance with GAAP and other supporting documentation. The Preliminary Adjustment Statement shall also be accompanied by a certificate of the Majority Shareholder (the "Preliminary Adjustment Certificate") certifying that the Shareholders' calculations are in accordance with the provisions of this Agreement. (b) Not later than 90 days after Closing, Radio One shall deliver to adjustment from time the Majority Shareholder a statement (the "Final Adjustment Statement") that sets forth the amount of the Consolidated Accounts Payable, the Consolidated Accounts Receivable, the Consolidated Current Assets and the Consolidated Liabilities at Closing and Radio One's calculation of the Adjusted Consideration and the Merger Consideration for each Shareholder. The Final Adjustment Statement shall show Radio One's calculations in reasonable detail and shall be accompanied by a balance sheet of the Company (as of the Closing Date) prepared by Radio One's Accountant in accordance with GAAP and other supporting documentation. The Final Adjustment Statement shall also be accompanied by a certificate of Radio One certifying that Radio One's calculations are in accordance with the provisions of this Agreement. (c) If the Majority Shareholder disputes any item in the Final Adjustment Statement, the Majority Shareholder shall notify Radio One in writing thereof (specifying the amount of each item in dispute and setting forth in detail the basis for each item in dispute) within ten (10) business days of the Majority Shareholder's receipt of the Final Adjustment Statement. If the Majority Shareholder does not notify Radio One of any such dispute within such time, then the Final Adjustment Statement shall be deemed to time upon be final and binding on the occurrence parties. In the event of certain eventssuch a dispute, the parties shall negotiate in good faith to attempt to reconcile their differences. If such dispute has not been resolved within twenty (20) business days, the parties shall submit the items remaining in dispute for resolution to the Independent Accounting Firm, which shall, as follows: a. In case promptly as practicable but in any event within twenty (20) business days, resolve the outstanding shares disputed items and report to the parties, and such report shall have the effect of Common Stock an arbitral award and shall be subdivided into a greater number final and binding on the parties. The fees and disbursements of shares or combined into a smaller number the Independent Accounting Firm shall be allocated between the parties in the same proportion as the award of sharesthe amount in dispute. (d) If the Merger Consideration as determined in accordance with Section 1.10(c) differs from the amount calculated at the Effective Time, then within five (5) business days of such determination, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement parties shall be appropriately adjusted make appropriate settlement thereof. In any such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combinationsettlement, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, (i) the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on such record date, and (ii) the denominator of which Radio One stock subject to settlement shall be determined by dividing the sum of (x) the number of shares of Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution amount of the type described in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared. c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder settlement by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairmentClosing Price.

Adjustment. The number of Warrant Shares purchasable upon (a) In case, prior ti the exercise expiration of the purchase rights evidenced Option by this Warrant Agreement exercise or by its terms, the Company shall be subject to adjustment from time to time upon the occurrence of certain events, as follows: a. In case the outstanding issue any shares of its Common Stock shall be subdivided into as a greater number of shares stock dividend or combined into a smaller number of shares, subdivide the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to into a greater number of shares, then, in either of such subdivision or combination is equal to cases, the proportion purchase price per share of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to Option in effect at the total number time of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price action shall be proportionately adjusted such that reduced and the aggregate Exercise Price number of all Shares st the purchase rights then evidenced by this Warrant Agreement time purchasable pursuant to the Option shall remain unchanged. b. In be proportionately increased; and conversely, in the case event the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, contract the number of Warrant Shares shares, then, in such case, the purchase price per share of the shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement Option in effect at the time of such action shall be shall be proportionately increased and the number of Shares at the time purchasable pursuant to Option shall be proportionately decreased. Any dividend paid or distributed upon the Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable upon the conversion thereof. (b) In case, prior to the expiration of this Option by dividing exercise or by its terms, there shall be a recapitalization, whether by reorganization, reclassification or otherwise of the capital of the Company, or the Company or a successor corporation shall be consolidated or merge with or convey all substantially all of its or of any successor corporation's property and assets to any other corporation or corporations (any such number corporation being included within the meaning of the term "successor corporation" in the event of any consolidation or merger of any such corporation with, or the sale of all or substantially all of the property of any such corporation with, or the sale of all or substantially all of the property of any such corporation to, another corporation, the Optionee shall thereafter have the right to purchase upon the terms and conditions and during the time specified in this Option, in lieu of the Shares theretofore purchasable upon the exercise of this Option, the kind and amount of shares of stock and other securities receivable upon such recapitalization or consolidation, merger or conveyance by a fraction, (i) the numerator holder of which shall be the number of shares of Common Stock outstanding at which the close of business on Optionee might have purchased immediately prior to such record date, and (ii) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting such dividend recapitalization or distribution. If any dividend or distribution of the type described in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared. c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue merger or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairmentconveyance.

Adjustment. The number of Warrant Shares purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement shall be subject to adjustment from time to time upon the occurrence of certain events, as follows: a. In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares or combined into a smaller number of shares, the number of Warrant Shares to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion of the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. In the case the Company shall hereafter declare a dividend event of an increase or distribution to all holders of the outstanding shares of Common Stock decrease in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, (i) the numerator of which shall be the number of shares of Common Stock outstanding at resulting from a subdivision or consolidation of shares or the close payment of business on such record date, and (ii) the denominator of which shall be the sum of (x) a stock dividend or any other increase or decrease in the number of shares of Common Stock outstanding at effected without receipt of consideration by the close of business on such record date and (y) Company, the total number of shares of Common Stock constituting covered by each outstanding option and the price per share thereof shall be equitably adjusted by the Board of Directors to reflect such dividend or distributionchange. If any dividend or distribution Additional shares which may be credited pursuant to such adjustment shall be subject to the same restrictions as are applicable to the shares with respect to which the adjustment relates. Unless otherwise provided in the option agreement, in the event of the type described sale by the Company of substantially all of its assets and the consequent discontinuance of its business or in this Section 5(b) is declared but not so paid the event of a merger, exchange, consolidation or madeliquidation of the Company, the number Board of Warrant Shares issuable upon exercise Directors may in connection with the Board's adoption of the purchase rights evidenced by this Warrant Agreement shall again be adjusted to the number of Warrant Shares that would be issuable upon exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declared. c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidationplan for sale, merger, dissolutionexchange, issue consolidation or sale liquidation, provide for the complete termination of securities this Agreement and cancellation of outstanding options not exercised prior to a date (prior to the effectiveness of such sale, merger, exchange, consolidation or liquidation) specified by the Board or for the continuance of this Agreement only with respect to the exercise of options which are exercisable as of the date of adoption by the Board of such plan for sale, merger, exchange, consolidation or liquidation; provided, however, that if Optionee holds options exercisable as of the date of the Board's adoption of the plan for sale, merger, exchange, consolidation or liquidation, he shall be given either (i) a reasonable time within which to exercise such exercisable portions of his Option prior to the effectiveness of such sale, merger, exchange, consolidation or liquidation, or (ii) the right to exercise his Options as to an equivalent number of shares of stock of the corporation succeeding the Company by reason of such sale, merger, exchange, consolidation or liquidation. The grant of this option shall not limit in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge, exchange or consolidate or to dissolve, liquidate, sell or transfer all or any other voluntary action, avoid part of its business or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairmentassets.

Adjustment. The number of Warrant Shares purchasable upon the exercise of the purchase rights evidenced by this Warrant Agreement shall be subject to adjustment from time to time upon the occurrence of certain events, as follows: a. In case the (a) If outstanding shares of the Common Stock of the Issuer shall be subdivided into a greater number of shares, or a dividend in Common Stock or other securities of the Issuer convertible into or exchangeable for Common Stock (in which latter event the number of shares of Common Stock issuable upon the conversion or exchange of such securities shall be deemed to have been distributed), shall be paid or distributed in respect to the Common Stock of the Issuer, the number of Option Shares for which this Option may be exercised immediately prior to such subdivision or at the record date of such dividend shall, simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend or other distribution, be proportionately increased, and conversely, if outstanding shares of the Common Stock of the Issuer shall be combined into a smaller number of shares, the number of Warrant Option Shares for which this Option may be exercised prior to such combination shall, simultaneously with the effectiveness of such combination, be received by proportionately decreased. Any adjustment to the Warrantholder Option Shares under this Section 11(a) shall become effective at the close of business on the date the subdivision or combination referred to herein becomes effective. (b) In the event of any recapitalization, consolidation, merger or reorganization ("Reorganization"), where the Issuer shall not be the surviving entity the Holder of the Options shall at the sole discretion of the Issuer be entitled to either (1) receive, and provision shall be made therefore in any agreement relating to any such Reorganization, upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that Option the proportion of the kind and number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately prior to such subdivision or combination is equal to the proportion other securities or property (including cash) of the number Issuer, which the Holder would have received in connection with the Reorganization as the holder of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, (i) the numerator of which shall be the number of shares of Common Stock outstanding at into which the close of business on Option could have been exercised in full immediately prior to such record date, Reorganization; and (ii) the denominator of which in any such case appropriate adjustment shall be made in the sum application of the provisions herein set forth with respect to the rights and interests thereafter of the Holders, to the end that the provisions set forth herein (x) including the specified changes and other adjustments to the number of shares of Common Stock outstanding at the close of business on Option Shares) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares, to such record date and (y) the total number of shares of Common Stock constituting such dividend other securities or distribution. If any dividend or distribution property thereafter receivable upon issuance of the type described in Option Shares or (b) no less than thirty (30) days prior notice of such Reorganization, during which time the Holder may elect to exercise all Options which have then vested. In such event all unexercised Options shall expire upon the consummation of the Reorganization . The provisions of this Section 5(b11(b) is declared but not so paid shall similarly apply to successive Reorganizations. For purposes of this Section 11, the term "Reorganization" shall include the acquisition of the Issuer by another entity by means of a merger, consolidation or made, other reorganization. (c) In addition to the adjustments to the number of Warrant Option Shares issuable or other property receivable upon exercise of the purchase rights evidenced by this Warrant Agreement Options as provided in Sections 11(a) and (b) above, the Exercise Price per Option Share shall again be appropriately adjusted to so that the number of Warrant Shares that would be issuable upon aggregate exercise of the purchase rights evidenced by this Warrant Agreement if such dividend or distribution had not been declaredprice shall remain constant. c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order to protect the rights of the Warrantholder under this Section 5 against impairment.

Adjustment. The number of Warrant Shares purchasable upon the exercise shares of the purchase rights evidenced by Common Stock for which this Warrant Agreement ---------- may be exercised and the Exercise Price per share shall be subject to adjustment from time to time upon adjusted in amount and number in accordance with the occurrence of certain events, as followsfollowing: a. In case (a) If the Company shall declare and pay on shares of Common Stock a dividend payable in shares of Common Stock or shall split the then outstanding shares of Common Stock shall be subdivided into a greater number of shares, the number of shares of Common Stock for which this Warrant may be exercised, as in effect at the time of taking of a record for such dividend or combined at the time of such stock split, shall be proportionately increased and the Exercise Price per share shall be proportionately decreased. Conversely, if at any time the Company shall contract or reduce the number of outstanding shares of Common Stock by combining such shares into a smaller number of shares, the number of shares of Common Stock for which this Warrant Shares may be exercised at the time of such action shall be proportionately decreased and the Exercise Price per share shall be proportionately increased. (b) If at any time the Company shall initiate any transaction or be a party to any transaction (including, without limitation, a merger, consolidation, share exchange, sale, lease or other disposition of all or substantially all of the Company's assets, charter amendment, recapitalization or reclassification of the Common Stock or a "Stock Sale," as defined below) in connection with which the previously outstanding Common Stock shall be received by changed into or exchanged for different securities of the Warrantholder Company or capital stock or other securities of another corporation or interests in a non-corporate entity or other property (including cash) or any combination of the foregoing (each such transaction being herein called a "Transaction"), then, as a condition of the consummation of the Transaction, lawful, enforceable and adequate provision shall be made so that the holder of this Warrant shall be entitled to receive upon exercise of the purchase rights evidenced by this Warrant Agreement shall be appropriately adjusted such that at any time on or after the proportion consummation of the number of Warrant Shares issuable upon exercise Transaction, in lieu of the purchase rights evidenced by this Warrant Agreement to the total number of outstanding shares of Common Stock immediately issuable upon such exercise prior to such subdivision consummation, the securities or combination is equal other property (including cash) to which the holder would have been entitled upon consummation of the Transaction if the holder had exercised the Warrant immediately prior thereto (subject to adjustments from and after the consummation date as nearly equivalent as possible to the proportion adjustments provided for in this Section 4). If a purchase, tender or exchange offer is made to and accepted by the holders of more than 50% of the number outstanding Common Stock (a "Stock Sale"), and if the holder of the Warrant Shares issuable so designates in a written notice given to the Company, the holder shall be entitled to receive upon the exercise of the purchase rights evidenced by this Warrant Agreement to at any time on or after the total number consummation of outstanding the Stock Sale in lieu of the shares of Common Stock immediately after such subdivision or combination, and the Exercise Price shall be proportionately adjusted such that the aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Agreement shall remain unchanged. b. In the case the Company shall hereafter declare a dividend or distribution to all holders of the outstanding shares of Common Stock in shares of Common Stock, the number of Warrant Shares issuable upon exercise prior to the consummation of the purchase rights evidenced by Stock Sale, the securities or other property to which the holder would have been entitled if the holder had exercised this Warrant Agreement shall be increased by dividing prior to the expiration of such number by a fractionpurchase, tender or exchange offer and had accepted such offer (i) subject to adjustments from and after the numerator consummation of which shall be such purchase, tender or exchange offer as nearly equivalent as possible to the number of shares of Common Stock outstanding at the close of business on such record date, and (ii) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding at the close of business on such record date and (y) the total number of shares of Common Stock constituting such dividend or distribution. If any dividend or distribution of the type described adjustments provided for in this Section 5(b4). The Company will not effect any Transaction unless prior to the consummation thereof each corporation or entity (other than the Company) is declared but not so paid which may be required to deliver any securities or made, other property upon the number of Warrant Shares issuable upon exercise of the purchase rights evidenced Warrant as provided herein shall assume, by this Warrant Agreement shall again be adjusted written instrument delivered to the number of Warrant Shares that would be issuable upon exercise of holder, the purchase rights evidenced by this Warrant Agreement if obligation to deliver to the holder such dividend or distribution had not been declared. c. The Company will not, by amendment of its certificate of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek property as in accordance with the foregoing provisions the holder may be entitled to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at times in good faith assist in the carrying out of all the receive. The foregoing provisions of this Section 5 and in the taking of all such lawful action as may be necessary or appropriate in order 4(d) shall similarly apply to protect the rights of the Warrantholder under this Section 5 against impairmentsuccessive Transactions.