Common use of Adjustment Clause in Contracts

Adjustment. 5.1 In case prior to the expiration of this 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 outstanding shares of Common Stock into a greater number of shares by a stock split or a similar transaction, then, in either of such cases, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant in effect at the time of such action shall be proportionately reduced and the number of Warrant Shares purchasable at that time shall be proportionately increased; and, conversely, in the event the Company shall contract the number of outstanding shares of Common Stock by combining such shares into a smaller number of shares by a reverse split or similar transaction, then, in such case, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant shall be proportionately increased and the number of Warrant Shares purchaseable at that time shall be propotionately reduced. Any dividend paid or distributed upon the Common Stock in stock of any other class of securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable upon conversion thereof. 5.2 In case of any consolidation or merger of the Company with or into another corporation (other than a merger or consolidation in which the Company is the surviving or the continuing corporation) or in the case of any sale or conveyance to another corporation or other entity of the property, assets or business of the Company as an entirety or substantially as an entirety, in any such case, the Company or such successor or purchasing corporation or entity, as the case may be, shall (i) execute with the Holder an agreement that the Holder shall have the right thereafter to receive upon the exercise of the Warrant the kind and amount of shares and/or other securities or other property which he would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrant been exercised immediately prior to such action, (ii) make effective provision in its certificate of its incorporation or otherwise, if necessary, in order to effect such agreement, and (iii) set aside or reserve for the benefit of the Holder, the stock, securities, property and cash to which the Holder would be entitled to upon exercise of this Warrant. 5.3 In case of any reclassification or change of the Warrant Shares issuable upon exercise of this Warrant (other than a change in par value or from no par value to a specific par value, or as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), or in the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) of the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger by a holder of the number of Shares for which this Warrant might have been exercised immediately prior to such reclassification, change, consolidation or merger. 5.4 The above provisions of this paragraph 5 shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyances.

Adjustment. 5.1 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 prior 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 expiration of this Warrant by exercise or by its terms the Company shall issue any shares of its Common Stock as a stock dividend or subdivide the total number of outstanding shares of Common Stock into a greater number immediately prior to such subdivision or combination is equal to the proportion of shares by a stock split or a similar transaction, then, in either of such cases, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant in effect at the time of such action shall be proportionately reduced and the number of Warrant Shares purchasable at that time shall be proportionately increased; and, conversely, in issuable upon exercise of the event purchase rights evidenced by this Warrant Agreement to the Company shall contract the total number of outstanding shares of Common Stock by combining immediately after such shares into a smaller number of shares by a reverse split subdivision or similar transactioncombination, then, in such case, and the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant shall be proportionately increased and adjusted such that the number aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Shares purchaseable at that time Agreement shall be propotionately reduced. Any remain unchanged. b. In the case the Company shall hereafter declare a dividend paid or distributed upon distribution to all holders of the Common Stock in stock of any other class of securities convertible into outstanding shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable upon conversion thereof. 5.2 In case of any consolidation or merger of the Company with or into another corporation (other than a merger or consolidation in which the Company is the surviving or the continuing corporation) or in the case of any sale or conveyance to another corporation or other entity of the property, assets or business of the Company as an entirety or substantially as an entirety, in any such caseStock, the Company or such successor or purchasing corporation or entity, as the case may be, shall (i) execute with the Holder an agreement that the Holder shall have the right thereafter to receive upon the exercise number of the Warrant the kind and amount of shares and/or other securities or other property which he would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrant been exercised immediately prior to such action, (ii) make effective provision in its certificate of its incorporation or otherwise, if necessary, in order to effect such agreement, and (iii) set aside or reserve for the benefit of the Holder, the stock, securities, property and cash to which the Holder would be entitled to upon exercise of this Warrant. 5.3 In case of any reclassification or change of the Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, (other than a change in par value 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 from no par value to a specific par value, distribution. If any dividend or as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), or in the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) distribution of the type described in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive issuable upon exercise of the purchase rights evidenced by this Warrant solely the kind and amount of shares of stock and other securities, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger by a holder of Agreement shall again be adjusted to the number of Warrant Shares for which that would be issuable upon exercise of the purchase rights evidenced by this Warrant might have Agreement if such dividend or distribution had not been exercised immediately prior to such reclassification, change, consolidation or mergerdeclared. 5.4 c. The above 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 paragraph Section 5 shall similarly apply and in the taking of all such lawful action as may be necessary or appropriate in order to successive reclassifications and changes protect the rights of Shares and to successive consolidations, sales, leases or conveyancesthe Warrantholder under this Section 5 against impairment.

Adjustment. 5.1 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 prior 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 expiration of this Warrant by exercise or by its terms the Company shall issue any shares of its Common Stock as a stock dividend or subdivide the total number of outstanding shares of Common Stock into a greater number immediately prior to such subdivision or combination is equal to the proportion of shares by a stock split or a similar transaction, then, in either of such cases, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant in effect at the time of such action shall be proportionately reduced and the number of Warrant Shares purchasable at that time shall be proportionately increased; and, conversely, in issuable upon exercise of the event purchase rights evidenced by this Warrant Agreement to the Company shall contract the total number of outstanding shares of Common Stock by combining immediately after such shares into subdivision or combination. (b) In the case the Company shall hereafter declare a smaller number of shares by a reverse split dividend or similar transaction, then, in such case, the Exercise Price per share distribution to all holders of the Warrant Shares purchasable pursuant to this Warrant shall be proportionately increased and the number of Warrant Shares purchaseable at that time shall be propotionately reduced. Any dividend paid or distributed upon the Common Stock in stock of any other class of securities convertible into outstanding shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable upon conversion thereof. 5.2 In case of any consolidation or merger of the Company with or into another corporation (other than a merger or consolidation in which the Company is the surviving or the continuing corporation) or in the case of any sale or conveyance to another corporation or other entity of the property, assets or business of the Company as an entirety or substantially as an entirety, in any such caseStock, the Company or such successor or purchasing corporation or entity, as the case may be, shall (i) execute with the Holder an agreement that the Holder shall have the right thereafter to receive upon the exercise number of the Warrant the kind and amount of shares and/or other securities or other property which he would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrant been exercised immediately prior to such action, (ii) make effective provision in its certificate of its incorporation or otherwise, if necessary, in order to effect such agreement, and (iii) set aside or reserve for the benefit of the Holder, the stock, securities, property and cash to which the Holder would be entitled to upon exercise of this Warrant. 5.3 In case of any reclassification or change of the Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, (other than a change in par value 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 from no par value to a specific par value, distribution. If any dividend or as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), or in the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) distribution of the type described in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive issuable upon exercise of the purchase rights evidenced by this Warrant solely the kind and amount of shares of stock and other securities, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger by a holder of Agreement shall again be adjusted to the number of Warrant Shares for which that would be issuable upon exercise of the purchase rights evidenced by this Warrant might have Agreement if such dividend or distribution had not been exercised immediately prior to such reclassification, change, consolidation or mergerdeclared. 5.4 (c) The above 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 paragraph Section 5 shall similarly apply and in the taking of all such lawful action as may be necessary or appropriate in order to successive reclassifications and changes protect the rights of Shares and to successive consolidations, sales, leases or conveyancesthe Warrantholder under this Section 5 against impairment.

Adjustment. 5.1 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 prior to the expiration of this 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 outstanding shares of Non-Voting Common Stock shall be subdivided into a greater number of shares by or combined into a stock split or a similar transactionsmaller number of shares, then, in either of such cases, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant in effect at the time of such action shall be proportionately reduced and the number of Warrant Shares purchasable at that time to be received by the Warrantholder upon exercise of the purchase rights evidenced by this Warrant Agreement shall be proportionately increased; and, conversely, in appropriately adjusted such that the event the Company shall contract proportion of the number of outstanding shares of Common Stock by combining such shares into a smaller number of shares by a reverse split or similar transaction, then, in such case, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant shall be proportionately increased and the number of Warrant Shares purchaseable at that time shall be propotionately reduced. Any dividend paid or distributed upon the Common Stock in stock of any other class of securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable upon conversion thereof. 5.2 In case of any consolidation or merger of the Company with or into another corporation (other than a merger or consolidation in which the Company is the surviving or the continuing corporation) or in the case of any sale or conveyance to another corporation or other entity of the property, assets or business of the Company as an entirety or substantially as an entirety, in any such case, the Company or such successor or purchasing corporation or entity, as the case may be, shall (i) execute with the Holder an agreement that the Holder shall have the right thereafter to receive upon the exercise of the Warrant the kind and amount of shares and/or other securities or other property which he would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrant been exercised immediately prior to such action, (ii) make effective provision in its certificate of its incorporation or otherwise, if necessary, in order to effect such agreement, and (iii) set aside or reserve for the benefit of the Holder, the stock, securities, property and cash to which the Holder would be entitled to upon exercise of this Warrant. 5.3 In case of any reclassification or change of the Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant (other than a change in par value Agreement to the total number of outstanding shares of Non-Voting Common Stock immediately prior to such subdivision or from no par value combination is equal to a specific par value, or as a result the proportion of a 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. (b) In the case the 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, including 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 change 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) In the event the Corporation shall make or issue, or fix a record date for the determination of holders of shares into two of Non-Voting Common Stock entitled to receive, a dividend or more classes other distribution payable in any securities of the Corporation other than shares of Non-Voting Common Stock (including, but not limited to, any other class of capital stock or series of sharesdebt securities), or in the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation then and in which there is a reclassification or change (including a change in each such event the right Board shall, to receive cash or other property) of the Shares (other than a change in fullest extent permitted by law, take all lawful actions so that the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder Warrantholder shall have the right thereafter to receive upon exercise of the purchase rights evidenced by this Warrant solely the kind and amount of shares of stock and other securitiesAgreement, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger by a holder of in addition to the number of Warrant Shares for which receivable upon exercise of the purchase rights evidenced by this Warrant might 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 immediately prior 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 reclassification, change, consolidation or mergerdistributed securities. 5.4 The above provisions of this paragraph 5 shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyances.

Adjustment. 5.1 In case prior to the expiration of this Warrant by exercise or by its terms the Company shall issue any (a) If outstanding shares of its the Common Stock as of the Issuer shall be subdivided into a stock greater number of shares, or a dividend in Common Stock or subdivide 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 Option Shares for which this Option may be exercised prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately decreased. Any adjustment to the 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 Option the kind and number of shares of Common Stock or other securities or property (including cash) of the Issuer, which the Holder would have received in connection with the Reorganization as the holder of the number of shares of Common Stock into a greater number of shares by a stock split or a similar transaction, then, in either of such cases, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant in effect at the time of such action shall be proportionately reduced and the number of Warrant Shares purchasable at that time shall be proportionately increased; and, conversely, in the event the Company shall contract the number of outstanding shares of Common Stock by combining such shares into a smaller number of shares by a reverse split or similar transaction, then, in such case, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant shall be proportionately increased and the number of Warrant Shares purchaseable at that time shall be propotionately reduced. Any dividend paid or distributed upon the Common Stock in stock of any other class of securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable upon conversion thereof. 5.2 In case of any consolidation or merger of the Company with or into another corporation (other than a merger or consolidation in which the Company is the surviving or the continuing corporation) or in the case of any sale or conveyance to another corporation or other entity of the property, assets or business of the Company as an entirety or substantially as an entirety, in any such case, the Company or such successor or purchasing corporation or entity, as the case may be, shall (i) execute with the Holder an agreement that the Holder shall have the right thereafter to receive upon the exercise of the Warrant the kind and amount of shares and/or other securities or other property which he would have owned or Option could have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrant been exercised in full immediately prior to such action, (ii) make effective provision Reorganization; and in its certificate of its incorporation or otherwise, if necessary, any such case appropriate adjustment shall be made in order to effect such agreement, and (iii) set aside or reserve for the benefit application of the Holder, provisions herein set forth with respect to the stock, securities, property rights and cash to which the Holder would be entitled to upon exercise of this Warrant. 5.3 In case of any reclassification or change interests thereafter of the Warrant Shares issuable upon exercise of this Warrant (other than a change in par value or from no par value Holders, to a specific par value, or as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), or in end that the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change provisions set forth herein (including a change in the right to receive cash or other property) of the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock specified changes and other securities, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger by a holder of adjustments to the number of Shares for which this Warrant might have been exercised immediately prior Option Shares) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares, to such reclassificationother securities or property thereafter receivable upon issuance of the Option Shares or (b) no less than thirty (30) days prior notice of such Reorganization, change, consolidation or merger. 5.4 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 above provisions of this paragraph 5 Section 14(b) shall similarly apply to successive reclassifications 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 other reorganization. (c) In addition to the adjustments to the number of Option Shares or other property receivable upon exercise of the Options as provided in Sections 14(a) and changes of Shares and to successive consolidations(b) above, sales, leases or conveyancesthe Exercise price per Option Share shall be appropriately adjusted so that the aggregate exercise price shall remain constant.

Adjustment. 5.1 In case If any of the following events shall occur at any time or from time to time prior to the expiration exercise of this Warrant by Warrant, the following adjustments shall be made in the Exercise Price and/or the number of shares then purchasable upon the exercise or by its terms of this Warrant, as applicable. (a) In case the Company shall issue at any shares of time subdivide its Common Stock as a stock dividend or subdivide the number of outstanding shares of Common Stock into a greater number of shares by a stock split or a similar transaction, then, in either of such casesshares, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant in effect at the time of immediately prior to such action subdivision shall be proportionately reduced (but not below the par value of the Common Stock) and the number of shares purchasable under this Warrant Shares purchasable at that time shall be proportionately increased; and, and conversely, in case the event Common Stock of the Company shall contract the number of outstanding shares of Common Stock by combining such shares be combined into a smaller number of shares by a reverse split or similar transaction, then, in such caseshares, the Exercise Price per share of the Warrant Shares purchasable pursuant in effect immediately prior to this Warrant such combination shall be proportionately increased and the number of Warrant Shares purchaseable at that time shares purchasable hereunder shall be propotionately proportionately reduced. Any . (b) If the Company shall declare a dividend paid on its Common Stock payable in shares, options, interests, participations or distributed 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 Company or any other corporation, or in cash or other property, to holders of record of Common Stock 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 in stock to which Holder is otherwise entitled upon such exercise, that number of any shares of the Stock or other class securities, cash or property that Holder would have been entitled to receive if Holder had been a holder of securities convertible into the number of shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares Holder actually receives upon exercise of Common Stock are issuable upon conversion thereofthis Warrants on such record date. 5.2 (c) In case of any capital reorganization or reclassification of the Common Stock, or the consolidation or merger of the Company with or into another corporation (other than a merger corporation, or consolidation in which the Company is the surviving or the continuing corporation) or in the case of any sale of all or conveyance to another corporation or other entity substantially all of the propertyCompany's property or assets, assets or business any liquidation of the Company as an entirety or substantially as an entiretyCompany, in any such caseHolder, the Company or such successor or purchasing corporation or entity, as the case may be, shall (i) execute with the Holder an agreement that the Holder shall have the right thereafter to receive upon the exercise of this Warrant on or before the Warrant record date for determination of stockholders entitled thereto, shall receive, in lieu of any shares of Common Stock, the kind and amount proportionate share of shares and/or other all stock, securities or other property which he would have owned issued, paid or have been entitled delivered for or on all of the Common Stock as is allocable to receive the shares of Common Stock then exercisable under this Warrant. (d) In the event the Company, at any time after the happening date hereof, shall issue or sell additional shares of such consolidationCommon Stock or securities exercisable or exchangeable for, mergeror convertible into, sale shares of Common Stock without consideration or conveyance had for a consideration per share less than the Warrant been exercised Exercise Price in effect immediately prior to such actionissue, 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 reorganization of the Company; (ii) make effective provision in its certificate pursuant to any registered public offering of its incorporation or otherwise, if necessary, in order to effect such agreement, and the Company's Common Stock; (iii) set aside or reserve for the benefit of the Holder, the stock, securities, property and cash to which the Holder would be entitled to upon exercise of this Warrant. 5.3 In case of any reclassification options granted pursuant to the Company's stock option plans; or change (iv) if the exercise price is the same or higher than the Exercise Price, issuance of the Bank Warrant and the Bank Shares issuable upon exercise of this Warrant (other than a change in par value or from no par value to a specific par value, or as a result of a subdivision or combination, including any change each is defined in the shares into two or more classes or series of sharesPurchase Agreement), or in the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) of the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger by a holder of the number of Shares for which this Warrant might have been exercised immediately prior to such reclassification, change, consolidation or merger. 5.4 The above provisions of this paragraph 5 shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyances.

Adjustment. 5.1 In case prior to the expiration of this 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 outstanding shares of Common Stock into a greater number of shares by a stock split or a similar transaction, then, in either of such cases, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant in effect Effective at the time of such action the Distribution, each holder of Altria Deferred Stock that was granted on or after January 31, 2007 and before January 30, 2008 shall be proportionately reduced and the receive a number of Warrant Shares purchasable PMI Deferred Stock shares based on the same ratio as holders of Altria Common Stock. Effective at that the time shall be proportionately increased; and, conversely, in the event the Company shall contract the number of outstanding shares of Common Stock by combining such shares into a smaller number of shares by a reverse split or similar transaction, then, in such case, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant Distribution, each holder of Altria Deferred Stock that was granted on or after January 30, 2008 shall be proportionately increased and the number of Warrant Shares purchaseable at that time shall be propotionately reduced. Any dividend paid or distributed upon the Common Stock in stock of any other class of securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable upon conversion thereof. 5.2 In case of any consolidation or merger of the Company with or into another corporation receive (other than a merger or consolidation in which the Company is the surviving or the continuing corporationi) or in the case of any sale or conveyance to another corporation or other entity a holder who is an employee of the propertyNon-PMI Group on the Distribution Date, assets or business additional Altria Deferred Stock, such that following the Distribution Date the holder will have the number of shares of Altria Deferred Stock equal to the number of shares of Altria Deferred Stock held before the Distribution multiplied by the ratio of the Company as an entirety or substantially as an entirety, in any such case, Altria Pre-Adjustment Price to the Company or such successor or purchasing corporation or entity, as the case may be, shall (i) execute with the Holder an agreement that the Holder shall have the right thereafter to receive upon the exercise of the Warrant the kind Altria Post-Adjustment Price; and amount of shares and/or other securities or other property which he would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrant been exercised immediately prior to such action, (ii) make effective provision in its certificate of its incorporation or otherwise, if necessary, in order to effect such agreement, and (iii) set aside or reserve for the benefit of the Holder, the stock, securities, property and cash to which the Holder would be entitled to upon exercise of this Warrant. 5.3 In case of any reclassification or change of the Warrant Shares issuable upon exercise of this Warrant (other than a change in par value or from no par value to a specific par value, or as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), or in the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there a holder who is a reclassification or change (including a change PMI Group Employee on the Distribution Date, PMI Deferred Stock in substitution for such holder’s Altria Deferred Stock, such that following the right to receive cash or other property) of Distribution Date the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall holder will have the right thereafter to receive upon exercise of this Warrant solely the kind and amount number of shares of stock and other securities, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger by a holder of PMI Deferred Stock equal to the number of Shares for which this Warrant might have been exercised immediately prior shares of Altria Deferred Stock held before the Distribution multiplied by the ratio of the Altria Pre-Adjustment Price to such reclassificationthe PMI Price. Any fractional shares of Altria or PMI Deferred Stock resulting from the adjustment in the preceding sentence shall be paid to the holder in cash as soon as practicable following the Distribution Date; provided, changehowever, consolidation that with respect to any individual holding Deferred Stock that is subject to Code Section 409A, any fractional shares of Altria or mergerPMI 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 Distribution Date, and by PMI to individuals who are PMI Group employees on the Distribution Date. 5.4 The above provisions of this paragraph 5 shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyances.

Adjustment. 5.1 The number and kind of 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 prior to the expiration of this Warrant by exercise or by its terms the Company shall issue any shares after the Date of Issue shall: (i) subdivide its Common Stock as a stock dividend or subdivide the number of outstanding shares of Common Stock into a greater number of shares by a stock split or a similar transaction, then, in either of such cases, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant in effect at the time of such action shall be proportionately reduced and the number of Warrant Shares purchasable at that time shall be proportionately increased; and, conversely, in the event the Company shall contract the number of shares; (ii) combine its outstanding shares of Common Stock by combining such shares into a smaller number of shares; or (iii) issue any shares by a reverse split or similar transaction, then, in such case, the Exercise Price per share of capital stock of the Warrant Shares purchasable pursuant to this Warrant Company by reclassification of its shares of Common Stock, then the Holders shall be proportionately increased and entitled to purchase by exercise of one Warrant the number and kind of Warrant Shares purchaseable at that time shall be propotionately reduced. Any dividend paid or distributed upon the Common Stock in stock of any other class of securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable upon conversion thereof. 5.2 In case of any consolidation or merger of the Company with or into another corporation (other than a merger or consolidation in which the Company is the surviving or the continuing corporation) or in the case of any sale or conveyance to another corporation or other entity of the property, assets or business of the Company as an entirety or substantially as an entirety, in any such case, the Company or such successor or purchasing corporation or entity, as the case may be, shall (i) execute with the Holder an agreement that the Holder shall have the right thereafter to receive upon the exercise of the Warrant the kind and amount of shares and/or other securities or other property which he Holders would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the one Warrant been exercised immediately prior to such action, (ii) make the effective provision in its certificate of its incorporation or otherwise, if necessary, in order to effect such agreement, and (iii) set aside or reserve for the benefit date. Such adjustment shall be made successively whenever any of the Holderevents 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 or convertible or exchangeable securities containing the stockright to subscribe or purchase shares of Common Stock, securities, property and cash to which then in each such case the Holder would number of shares of Common Stock the Holders shall be entitled to upon purchase by exercise of this Warrant. 5.3 In case of any reclassification or change one Warrant shall be adjusted to be the product of the Warrant Shares issuable upon number of shares of Common Stock the Holders shall be entitled to purchase by exercise of this one Warrant (other than immediately prior thereto multiplied by a change in par value or from no par value to a specific par valuefraction, or as a result of a subdivision or combination, including any change in which the shares into two or more classes or series numerator shall be the current market price per share of shares), or in Common Stock on the case record date for determination of any consolidation or merger shareholders of another corporation into the Company in entitled to receive such distribution, and of which the Company is denominator shall be such current market price per share of Common Stock, less the continuing corporation and fair market value (as reasonably determined by the Board of Directors of the Company, whose determination shall be described in which there is a reclassification statement given to the Holders) of the portion of the assets or change (including a change in 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 cash 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 other propertydecrease 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 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 Shares Company and by the secretary or assistant secretary of the Company. (other than a change in e) For the par valuepurposes of any computation under this subparagraph 2(e), or from no par value to a specific par value orthe 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 a subdivision or combination, including any change in an adjustment made pursuant to the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger by a holder of the number of Shares for which this Warrant might have been exercised immediately prior to such reclassification, change, consolidation or merger. 5.4 The above provisions of this paragraph 5 2, the Holders shall similarly 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 successive reclassifications any such other shares and changes the number of Shares such other shares shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to successive consolidations, sales, leases or conveyancesthe provisions with respect to the Common Stock.

Adjustment. 5.1 In case prior to Under the expiration of this Warrant by exercise or by its terms Agreement, the Company shall issue may elect, upon any shares adjustment of its Common Stock as a stock dividend or subdivide the exercise price of the Warrants, to adjust the number of Warrants outstanding in lieu of adjusting the number of shares of Common Stock into a greater number of shares by a stock split or a similar transaction, then, in either of such cases, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant in effect at the time of such action shall be proportionately reduced and the number of Warrant Shares purchasable at that time shall be proportionately increased; and, conversely, in the event the Company shall contract the number of outstanding shares of Common Stock by combining such shares into a smaller number of shares by a reverse split or similar transaction, then, in such case, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant shall be proportionately increased and the number of Warrant Shares purchaseable at that time shall be propotionately reduced. Any dividend paid or distributed upon the Common Stock in stock of any other class of securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable upon conversion thereof. 5.2 In case of any consolidation or merger of the Company with or into another corporation (other than a merger or consolidation in which the Company is the surviving or the continuing corporation) or in the case of any sale or conveyance to another corporation or other entity of the property, assets or business of the Company as an entirety or substantially as an entirety, in any such case, the Company or such successor or purchasing corporation or entity, as the case may be, shall (i) execute with the Holder an agreement that the Holder shall have the right thereafter to receive upon the exercise of each Warrant, so that each Warrant outstanding after such adjustment shall represent the right to purchase one share of Common Stock. In such a case (i) the Underlying Warrant Purchase Price shall become that price (calculated to the kind and amount nearest 1/1,000 of shares and/or other securities or other property which he would have owned or have been entitled to receive after one cent) determined by multiplying the happening of such consolidation, merger, sale or conveyance had the Underlying Warrant been exercised Purchase Price in effect immediately prior to such actionadjustment by a fraction, the numerator of which shall be the exercise price of the 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 and (ii) make effective provision in its certificate of its incorporation or otherwise, if necessary, in order each Underlying Warrant under this Managing Underwriters' Warrant that has not been purchased pursuant to effect such agreement, and (iii) set aside or reserve for the benefit of the Holder, the stock, securities, property and cash to which the Holder would be entitled to upon exercise of this Warrant. 5.3 In case of any reclassification or change of the such Managing Underwriters' Warrant Shares issuable upon exercise of this Warrant (other than a change in par value or from no par value prior to a specific par value, or as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), or in the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) of the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger by a holder adjustment of the number of Shares for Warrants shall become that number of Underlying Warrants (calculated to the nearest tenth) determined by multiplying the number one by a fraction, the numerator of which this Warrant might have been exercised shall be the exercise price of the Warrants in effect immediately prior to such reclassificationadjustment 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, changethe Company shall, consolidation or merger. 5.4 The above provisions as promptly as practicable, cause to be distributed to each Managing Underwriters' Warrant Holder, on the date of this paragraph 5 shall similarly apply such adjustment, Managing Underwriters' Warrant Certificates evidencing, subject to successive reclassifications and changes Section 6(b) hereof, the number of Shares and additional Underlying Warrants to successive consolidations, sales, leases or conveyances.which such Managing

Adjustment. 5.1 (i) In case prior 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 expiration same shall equal the price determined by multiplying such Conversion Price by a fraction of this Warrant which the numerator 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 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 exercise or by its terms the Company shall issue any shares reclassification of its Common Stock as (including any such reclassification in connection with a stock 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. 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 subdivide 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 into a greater number of shares multiplied by a stock split or a similar transaction, then, in either of such cases, the Exercise Price current market price per share of Common Stock (as defined in Section 5(e)(iv)) on such record date, less the Warrant Shares purchasable pursuant fair market value (as determined by the Board of Directors of the borrower of the portion of the assets or evidences of indebtedness so to this Warrant in effect at be distributed, and of which the time of such action denominator shall be proportionately reduced and the number of Warrant Shares purchasable at that time shall be proportionately increased; and, conversely, in the event the Company shall contract the total number of outstanding shares of Common Stock multiplied by combining such shares into a smaller number of shares by a reverse split or similar transaction, then, in such case, the Exercise Price current market price per share of the Warrant Shares purchasable pursuant to this Warrant Common Stock. Such adjustment shall be proportionately increased made successively whenever such a record date is fixed; and in the number of Warrant Shares purchaseable at event that time such distribution is not so made, the Conversion Price shall again be propotionately reduced. Any dividend paid or distributed upon adjusted to be the Common Stock Conversion Price which would then be in stock effect if such record date has not been fixed. (iv) For the purpose of any other class of securities convertible into shares computation under Sections 5(b) and 5(e)(iii), the current market price per share of Common Stock on any date shall be treated deemed to be the average of the closing prices on the New York Stock Exchange Composite Transaction Reporting System, as a dividend paid reported in Common Stock the Wall Street Journal, for the 20 trading days immediately preceding the second trading day prior to the extent that shares of Common Stock are issuable upon conversion thereofday in question. 5.2 In case of any consolidation or merger of (v) If the Company with or into another corporation (other than Borrower is a merger or consolidation in which the Company is the surviving or the continuing corporation) or in the case of any sale or conveyance party to another corporation a merger, combination or other entity of the property, assets transaction which reclassifies or business of the Company as an entirety or substantially as an entirety, in any such casechanges its outstanding Common Stock, the Company or such successor or purchasing corporation or entity, as the case may be, shall (i) execute with the Holder an enter into a supplemental agreement which shall provide that the Holder shall have the right thereafter to receive upon the exercise of the Warrant Lender may convert into the kind and amount of shares and/or other securities securities, cash or other property assets which he the Lender would have owned or have been entitled to receive after such transaction if the happening of such consolidation, merger, sale or conveyance Lender had the Warrant been exercised converted immediately prior to the consummation of such action, transaction. (iivi) The Borrower may make effective provision such downward adjustments in its certificate of its incorporation or otherwise, if necessary, the Conversion Price as it considers to be advisable in order to effect such agreement, and (iii) set aside or reserve that any event treated for the benefit of the Holder, the stock, securities, property and cash to which the Holder would be entitled to upon exercise of this Warrant. 5.3 In case of any reclassification or change of the Warrant Shares issuable upon exercise of this Warrant (other than a change in par value or from no par value to a specific par value, or United States Federal income tax purposes as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), or in the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) of the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares dividend of stock and other securities, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger by a holder of stock rights shall not be taxable to the number of Shares for which this Warrant might have been exercised immediately prior to such reclassification, change, consolidation or mergerrecipients. 5.4 The above provisions of this paragraph 5 shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyances.

Adjustment. 5.1 In case prior to the expiration The number of Warrant Shares issuable upon exercise of this Warrant by exercise or by its terms the Company shall issue any portion thereof (or any shares of its Common Stock as a stock dividend or subdivide other securities or property at the number time receivable or issuable upon exercise of this Warrant or any portion thereof) and the Exercise Price are subject to adjustment upon the 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 into a greater number Stock. (ii) In case of shares by a stock split any Change of Control Transaction or a similar transaction, Fundamental Transaction (as such terms are defined in the Notes) then, in either the Holder, upon the exercise of this Warrant at any time after the consummation of such casesChange 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 Exercise Price per share 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 Shares purchasable 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 this Warrant in effect at the time Company’s certificate or articles of such action shall be proportionately reduced and incorporation, into other securities or property, or the number of Warrant Shares purchasable at that time shall be proportionately increased; and, conversely, in the event the Company shall contract the number of outstanding shares of Common Stock by combining such shares into a smaller number of shares by a reverse split or similar transactionotherwise ceases to exist, then, in such case, the Holder, upon Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant shall be proportionately increased and 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 purchaseable at that time shall be propotionately reduced. Any dividend paid or distributed would have been issuable upon the Common Stock in stock of any other class of securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock such exercise immediately prior to the extent that shares End Date (the “Former Number of Common Stock are issuable upon conversion thereof. 5.2 In case of any consolidation or merger of Warrant Shares”), the Company with or into another corporation (stock and other than a merger or consolidation in securities and property which the Company is the surviving or the continuing corporation) or in the case of any sale or conveyance to another corporation or other entity of the property, assets or business of the Company as an entirety or substantially as an entirety, in any such case, the Company or such successor or purchasing corporation or entity, as the case may be, shall (i) execute with the Holder an agreement that the Holder shall have the right thereafter to receive upon the exercise of the Warrant the kind and amount of shares and/or other securities or other property which he would have owned or have been entitled to receive after upon the happening End Date upon Exercise of such consolidation, merger, sale or conveyance had this Warrant with respect to the Former Number of Warrant been exercised Shares immediately prior to such actionthe End Date (all subject to further adjustment as provided in this Warrant). (iv) The Company will, (ii) make effective provision in at its expense, cause an authorized officer promptly to prepare a written certificate of its incorporation showing each adjustment or otherwise, if necessary, in order to effect such agreement, and (iii) set aside or reserve for the benefit readjustment of the HolderConversion Price, or the stock, securities, property number of Warrant Shares or other securities issuable upon Exercise of this Warrant and cash 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 Holder would be entitled to upon exercise adjustment or readjustment is based. The form of this Warrant. 5.3 In case Warrant need not be changed because of any reclassification adjustment in the Conversion Price or change in the number of the Warrant Shares issuable upon exercise of this Warrant (other than a change in par value or from no par value to a specific par value, or as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), or in the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) of the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger by a holder of the number of Shares for which this Warrant might have been exercised immediately prior to such reclassification, change, consolidation or mergerits conversion. 5.4 The above provisions of this paragraph 5 shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyances.

Adjustment. 5.1 In case prior (a) If the Final Working Capital is greater than the sum of $7,000,000 and the amount of cash set forth on the Closing Balance Sheet (the amount of such excess being referred to herein as the expiration of this 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 outstanding shares of Common Stock into a greater number of shares by a stock split or a similar transaction"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 either of cash equal to such cases, the Exercise Price per share Shareholder's Proportionate Percentage of the Warrant Shares purchasable 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 Indemnifying Shareholder's Percentage Interest of the 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 Warrant in effect at sentence equals but does not exceed $15.72, and SECOND, to the time 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 action shortfall being referred to herein as the "Overpayment Amount"), then the amount of such shortfall shall be proportionately reduced and offset against the number of Warrant Shares purchasable at that time shall be proportionately increased; and, converselyEscrow Amount in the manner set forth in the Escrow Agreement. In addition, in the event the Company shall contract Overpayment Amount exceeds the number of outstanding shares of Common Stock Escrow Amount, each Indemnifying Shareholder shall, within five Business Days following the Final Determination Date, pay the Surviving Corporation or a party designated by combining the Surviving Corporation in cash such shares into a smaller number of shares by a reverse split or similar transaction, then, in such case, the Exercise Price per share Indemnifying Shareholder's Percentage Interest of the Warrant Shares purchasable pursuant to this Warrant amount by which the Overpayment Amount exceeds the Escrow Amount. The Indemnifying Shareholders shall be proportionately increased jointly and severally liable for the number of Warrant Shares purchaseable at that time shall be propotionately reduced. Any dividend paid or distributed upon the Common Stock in stock of any other class of securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable upon conversion thereof. 5.2 In case of any consolidation or merger obligations of the Company with or into another corporation (other than a merger or consolidation Indemnifying Shareholders in which the Company is the surviving or the continuing corporation) or in the case of any sale or conveyance to another corporation or other entity of the property, assets or business of the Company as an entirety or substantially as an entirety, in any such case, the Company or such successor or purchasing corporation or entity, as the case may be, shall (i) execute with the Holder an agreement that the Holder shall have the right thereafter to receive upon the exercise of the Warrant the kind and amount of shares and/or other securities or other property which he would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrant been exercised immediately prior to such action, (ii) make effective provision in its certificate of its incorporation or otherwise, if necessary, in order to effect such agreement, and (iii) set aside or reserve for the benefit of the Holder, the stock, securities, property and cash to which the Holder would be entitled to upon exercise of this WarrantSection 3.3(b). 5.3 In case of any reclassification or change of the Warrant Shares issuable upon exercise of this Warrant (other than a change in par value or from no par value to a specific par value, or as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), or in the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) of the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger by a holder of the number of Shares for which this Warrant might have been exercised immediately prior to such reclassification, change, consolidation or merger. 5.4 The above provisions of this paragraph 5 shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyances.

Adjustment. 5.1 In case prior to (a) If and whenever the expiration of this Warrant by exercise Corporation shall (i) subdivide or by its terms redivide the Company shall issue any shares of its outstanding Common Stock as a stock dividend or subdivide the number of outstanding shares of Common Stock Shares into a greater number of shares by a stock split Common Shares; (ii) reduce, combine or a similar transaction, then, in either of such cases, consolidate the Exercise Price per share of the Warrant outstanding Common Shares purchasable pursuant to this Warrant in effect at the time of such action shall be proportionately reduced and the number of Warrant Shares purchasable at that time shall be proportionately increased; and, conversely, in the event the Company shall contract the number of outstanding shares of Common Stock by combining such shares into a smaller number of shares Common Shares; (iii) issue any Common Shares to the holders of all or substantially all of the outstanding Common Shares by way of a reverse split stock dividend or similar transaction, then, in such casestock split, the Exercise Price per share number of the Warrant Common Shares purchasable which may be acquired pursuant to this Warrant shall be proportionately increased Article IV on and at any time after the number effective date of Warrant Shares purchaseable at that time shall be propotionately reduced. Any dividend paid such subdivision, redivision, reduction, combination or distributed upon consolidation or on the Common Stock in stock of any other class of securities convertible into shares record date for such issue of Common Stock shall be treated as Shares by way of a dividend paid in Common Stock to the extent that shares of Common Stock are issuable upon conversion thereof. 5.2 In case of any consolidation or merger of the Company with or into another corporation (other than a merger or consolidation in which the Company is the surviving or the continuing corporation) or in the case of any sale or conveyance to another corporation or other entity of the property, assets or business of the Company as an entirety or substantially as an entirety, in any such case, the Company or such successor or purchasing corporation or entitystock dividend, as the case may be, shall be increased, in the case of the events referred to in (i) execute with the Holder an agreement that the Holder shall have the right thereafter to receive upon the exercise of the Warrant the kind and amount of shares and/or other securities or other property which he would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrant been exercised immediately prior to such action, (ii) make effective provision in its certificate of its incorporation or otherwise, if necessary, in order to effect such agreement, and (iii) set aside or reserve for above, in the benefit of the Holder, the stock, securities, property and cash to proportion which the Holder would be entitled number of Common Shares outstanding before such subdivision, redivision or dividend bears to upon exercise the number of this Warrant. 5.3 In case of any reclassification Common Shares outstanding after such subdivision, redivision or change of the Warrant Shares issuable upon exercise of this Warrant (other than a change in par value or from no par value to a specific par valuedividend, or as a result of a subdivision or combinationshall be decreased, including any change in the shares into two or more classes or series of shares), or in the case of any consolidation or merger of another corporation into the Company events referred to in (ii) above, in the proportion which the Company is number of Common Shares outstanding before such reduction, combination, or consolidation bears to the continuing corporation number of Common Shares outstanding after such reduction, combination or consolidation and in each case the price at which there is a reclassification or change (including a the Conversion shall occur will be adjusted to reflect the change in the number of Common Shares that become issuable under this Article IV. Any such 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 or stock split for the purpose of calculating the number of outstanding Common Shares under this Section 4.2(a). (b) 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 4.2 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 such conversion, by reason of the adjustment required by such event, until the occurrence of such event. In the event of such an adjustment, the Corporation shall deliver to the Holder an appropriate instrument evidencing the Holder’s right to receive such additional Common Shares upon the occurrence of the event requiring such adjustment and the right to receive cash or other property) any distributions made on such additional Common Shares declared in favor of the holders of Common Shares (other than a change in on and before the par valuedate of conversion or such later date as such Holder would, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in but for the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise provisions of this Warrant solely Section 4.2, have become the kind and amount of shares of stock and other securities, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger by a holder of record of such additional Common Shares. (c) If a dispute shall at any time arise with respect to adjustments of the Conversion Price or the number of Common Shares for which this Warrant might have been exercised immediately prior to such reclassification, change, consolidation or merger. 5.4 The above provisions issuable upon the conversion of this paragraph 5 Debenture, such disputes shall similarly apply be conclusively determined by the auditors of the Corporation or if they are unable or unwilling to successive reclassifications act, by such other firm of independent certified public accountants accredited by the United States Public Company Accounting Oversight Board as may be selected by the directors of the Corporation and changes any such determination shall be conclusive evidence of Shares the correctness of any adjustment made pursuant to this Section 4.2 and to successive consolidations, sales, leases or conveyancesshall be binding upon the Corporation and the Holder.

Adjustment. 5.1 In case prior The initial conversion price shall be adjusted according to the expiration 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 this Warrant by exercise or by its terms 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 issue any shares be excluded); (ii) splits the outstanding securities of its Common Stock as the Company in order to increase the number of shares; or (iii) incorporates outstanding securities of the Company (including the form reverse to share split) to decrease the number of shares, the Conversion Price shall be multiplied by a stock dividend or subdivide 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 Common Stock into a greater number of shares by a stock split or a similar transactionthe Company), then, in either of such cases, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant in effect at the time of such action shall be proportionately reduced and the number of Warrant Shares purchasable at that time shall be proportionately increased; and, conversely, in the event the Company shall contract denominator is the number of outstanding shares of Common Stock by combining such shares into a smaller number of shares by a reverse split or similar transaction, then, in such case, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant shall be proportionately increased and the number of Warrant Shares purchaseable at that time shall be propotionately reduced. Any dividend paid or distributed upon the Common Stock in stock of any other class of securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable upon conversion thereof. 5.2 In case of any consolidation or merger of the Company with 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 another corporation effect immediate after such matters come into effect. Convertible Bond Subscription Agreement 28 (other than a merger b) Distribution of dividends in cash or consolidation in which allocations When the Bonds are outstanding, if the Company is distributes dividends or conducts allocations for the surviving or the continuing corporation) or in the case of any sale or conveyance to another corporation or other entity holders of the property, assets or business securities of the Company as an entirety 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 substantially as an entiretyallocations by a fraction, in whose (i) numerator is the Conversion Price effective at the said record date minus the cash amount to be distributed per security of the Company; and (ii) denominator is the 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 such casetime 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 or such successor or purchasing corporation or entityshall make a reserve, as the case may beso that when converting any Convertible Bonds, shall (i) execute with the Holder an agreement that the Holder shall have the right thereafter to receive upon the exercise of the Warrant the kind and amount of shares and/or other securities or other property which he would have owned or have been entitled to receive after the happening may obtain a certain number of such consolidation, merger, sale or conveyance had the Warrant been exercised immediately prior to such action, (ii) make effective provision in its certificate of its incorporation or otherwise, if necessary, in order to effect such agreement, and (iii) set aside or reserve for the benefit of the Holder, the stock, securities, property and cash to which the Holder would be entitled to upon exercise of this Warrant. 5.3 In case of any reclassification or change of the Warrant Shares issuable upon exercise of this Warrant (other than a change in par value or from no par value to a specific par value, or as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), or in the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) of the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, propertyexcept the ordinary shares to be allotted, cash or combination thereof receivable upon just as the Holder converts the Convertible Bonds into ordinary shares immediately before the allotment of such reclassificationother securities, change, consolidation or merger by a holder of the number of Shares for which this Warrant might have been exercised immediately prior shall be subject to such reclassification, change, consolidation or mergerany other adjustment hereunder. 5.4 The above provisions of this paragraph 5 shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyances.

Adjustment. 5.1 In case prior (a) Subject to Section 12(b), if the expiration of this Warrant by exercise or by its terms the Company shall issue any shares of its Common Stock as is changed by reason of a stock split, reverse stock split, stock dividend or subdivide the number of outstanding shares of Common Stock recapitalization, or converted into a greater number of shares by a stock split or a similar transaction, then, in either of such cases, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant in effect at the time of such action shall be proportionately reduced and the number of Warrant Shares purchasable at that time shall be proportionately increased; and, conversely, in the event the Company shall contract the number of outstanding shares of Common Stock by combining such shares into a smaller number of shares by a reverse split or similar transaction, then, in such case, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant shall be proportionately increased and the number of Warrant Shares purchaseable at that time shall be propotionately reduced. Any dividend paid or distributed upon the Common Stock in stock of any other class of securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable upon conversion thereof. 5.2 In case of any consolidation or merger of the Company with or into another corporation (other than a merger or consolidation in which the Company is the surviving or the continuing corporation) or in the case of any sale or conveyance to another corporation or other entity of the property, assets or business of the Company as an entirety or substantially as an entirety, in any such case, the Company or such successor or purchasing corporation or entity, as the case may be, shall (i) execute with the Holder an agreement that the Holder shall have the right thereafter to receive upon the exercise of the Warrant the kind and amount of shares and/or exchanged for other securities or other property which he would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrant been exercised immediately prior to such action, (ii) make effective provision in its certificate of its incorporation or otherwise, if necessary, in order to effect such agreement, and (iii) set aside or reserve for the benefit of the Holder, the stock, securities, property and cash to which the Holder would be entitled to upon exercise of this Warrant. 5.3 In case of any reclassification or change of the Warrant Shares issuable upon exercise of this Warrant (other than a change in par value or from no par value to a specific par value, or as a result of a subdivision merger, consolidation or combinationreorganization, including any change the Board shall make such adjustment in the number and class of shares into 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 following rules shall apply in connection with the occurrence of a Public Offering or Change in Control, as applicable: (i) If the Public Offering occurs less than two or more classes or series years following the Effective Date, the Optionee shall be given (A) written notice of shares)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, or in to exercise (x) the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation Vested Shares and in which there is a reclassification or change (including a change in the right to receive cash or other propertyy) 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 effectiveness of such Public Offering. Upon the occurrence of the 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 than fifty percent (50%) of the Shares subject to the Option that remain unvested upon the occurrence of the Public Offering shall automatically terminate and the Optionee shall be entitled to receive a change grant of restricted stock in the par valuecompany subject to the initial public offering with an economic value equal to Fair Market Value (measured at the close of business of the first day of public trading) of the shares underlying the terminated unvested Options minus the aggregate exercise price of such options. (ii) If a Public Offering occurs more than two years following the 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 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 from 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. (c) The following rules shall apply in connection with Section 15(a) and (b) above: (i) no par value to a specific par value or, fractional shares shall be issued as a result of a subdivision any such adjustment, and any fractional shares resulting from the computations pursuant to Section 15(a) or combination, including any change in (b) shall be eliminated without consideration from the shares into two or more classes or series Option; (ii) no adjustment shall be made for the issuance to stockholders of shares), Holder shall have the right thereafter rights to receive upon exercise of this Warrant solely the kind and amount of subscribe for additional shares of stock and Common Stock or other securities, property, cash ; and (iii) any adjustment referred to in Section 15(a) or combination thereof receivable upon such reclassification, change, consolidation or merger (b) shall be made by a holder of the number of Shares for which this Warrant might have been exercised immediately prior to such reclassification, change, consolidation or mergerBoard in its sole discretion and shall be conclusive and binding on the Optionee. 5.4 The above provisions of this paragraph 5 shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyances.

Adjustment. 5.1 In case (1) If, after the Effective Date of this Amendment Agreement, Licensee or its Affiliates acquires any entity which, prior to such acquisition, sold PDC or PHS Covered Subscriber Units or Covered Infrastructure Equipment without a license from ITC for the expiration Licensed Patents, then Licensee shall pay ITC royalties of (i) $[**] for each PDC Covered Subscriber Unit and PHS Covered Subscriber Unit, and (ii) [**]% of the Net Selling Price of PDC or PHS Covered Infrastructure Equipment sold by such entity prior to such acquisition by Licensee; provided, however, that if such _____________ ** Material has been omitted and filed separately with the commission. acquisition occurs later than twelve (12) months after the Effective Date of this Warrant by exercise or by its terms Amendment, Licensee shall have the Company shall issue any shares option, to be exercised via written notice to ITC within sixty (60) days of its Common Stock as a stock dividend or subdivide the number of outstanding shares of Common Stock into a greater number of shares by a stock split or a similar transaction, then, in either completion date of such casesacquisition, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant in effect have such sales be construed as unlicensed. In such situation, ITC shall have recourse to seek damages and/or royalties from any entity, including Licensee or its Affiliates, against whom legal action may be brought. In addition, provided such entity, at the time of such action shall be proportionately reduced and the number being acquired by Licensee, had annual sales of Warrant Shares purchasable at that time shall be proportionately increased; and, converselyPDC and/or PHS Covered Subscriber Units in excess of [**] units, in the event the Company shall contract the number aggregate, or had annual sales of outstanding shares PDC or PHS Covered Infrastructure Equipment of Common Stock by combining such shares into a smaller number of shares by a reverse split or similar transaction, then, in such case[**] U.S Dollars ($US [**]), the Exercise Price per share parties shall negotiate in good faith an equitable adjustment to the lump sum amount provided in Article 1 herein for sales after the date of the Warrant Shares purchasable pursuant to this Warrant shall be proportionately increased and the number acquisition, provided that in lieu of Warrant Shares purchaseable at that time shall be propotionately reduced. Any dividend paid or distributed upon the Common Stock in stock of any other class of securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock adjustment to the extent that shares of Common Stock are issuable upon conversion thereof. 5.2 In case of any consolidation or merger of lump sum amount provided in Article 1 herein, Licensee shall have the Company with or into another corporation (other than a merger or consolidation option to pay royalties to ITC at the royalty rates provided for in which the Company is the surviving or the continuing corporation) or in the case of any sale or conveyance to another corporation or other entity of the property, assets or business of the Company as an entirety or substantially as an entirety, in any such case, the Company or such successor or purchasing corporation or entity, as the case may be, shall (i) execute 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 Holder an agreement commission. entities, such that, in the aggregate, there existed annual sales of at least [**] Covered Subscriber Units or [**] U.S Dollars ($[**] US) of Covered Infrastructure revenue at the 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 Holder Effective Date of this Amendment, Licensee shall have the right thereafter option, to receive upon the exercise be exercised via written notice sent to ITC within sixty (60) days of the Warrant conclusion date of such acquisition, to have such sales be construed as unlicensed. (2) To the kind and amount of shares and/or other securities extent Licensee or other property which he would have owned or have been entitled its Affiliates acquires an entity already licensed by ITC to receive the Licensed Patents, for the first twelve (12) months after the happening acquisition, the royalty obligation of such consolidationentity for royalty obligated sales volumes related to such entity shall be defined in such other license agreement with ITC. After the 12 month period, mergerroyalty obligations for all PDC and PHS Covered Subscriber Units and Covered Infrastructure Equipment sales made by, sale or conveyance had ascribed to, the Warrant 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 exercised 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 such action, (ii) make effective provision in its certificate of its incorporation or otherwise, if necessary, in order to effect such agreement, and (iii) set aside or reserve for the benefit of the Holder, the stock, securities, property and cash to which the Holder would be entitled to upon exercise of this Warrantacquisition. 5.3 In case of any reclassification or change of the Warrant Shares issuable upon exercise of this Warrant (other than a change in par value or from no par value to a specific par value, or as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), or in the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) of the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger by a holder of the number of Shares for which this Warrant might have been exercised immediately prior to such reclassification, change, consolidation or merger. 5.4 The above provisions of this paragraph 5 shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyances.

Adjustment. 5.1 In case prior (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 Buyer (the expiration “Adjustment Statement”) setting forth in reasonable detail Buyer’s calculation of this 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 outstanding shares of Common Stock into a greater number of shares by a stock split or a similar transaction, then, in either of such cases, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant in effect at the time of such action shall be proportionately reduced and the number of Warrant Shares purchasable at that time shall be proportionately increased; and, conversely, in the event the Company shall contract the number of outstanding shares of Common Stock by combining such shares into a smaller number of shares by a reverse split or similar transaction, then, in such case, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant shall be proportionately increased and the number of Warrant Shares purchaseable at that time shall be propotionately reduced. Any dividend paid or distributed upon the Common Stock in stock of any other class of securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable upon conversion thereof. 5.2 In case of any consolidation or merger of the Company with or into another corporation (other than a merger or consolidation in which the Company is the surviving or the continuing corporation) or in the case of any sale or conveyance to another corporation or other entity of the property, assets or business of the Company as an entirety or substantially as an entirety, in any such case, the Company or such successor or purchasing corporation or entity, as the case may be, shall (i) execute with the Holder an agreement that the Holder shall have the right thereafter to receive upon the exercise of the Warrant the kind and amount of shares and/or other securities or other property which he would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrant been exercised immediately prior to such actionProperty Adjustment Amount, (ii) make effective provision in its certificate of its incorporation or otherwise, if necessary, in order to effect such agreement, the Closing Date Credit Amount and (iii) the Closing Date Working Capital, in each case determined in accordance with the Calculation Principles, as applicable. The Adjustment Statement shall include such schedules and data with respect to the determination thereof as may be appropriate to support the calculations set aside or reserve for forth in the benefit Adjustment Statement. (b) Following the delivery of the HolderAdjustment Statement, Buyer shall provide Parent, Seller and its and their respective Representatives with reasonable access to the books and records and relevant personnel and properties of the Acquired Companies to verify the accuracy of such amounts, as Parent or Seller may reasonably request. (c) If Parent and Seller disagree with the calculation of any of the 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 stockAdjustment Statement shall be deemed final and binding on Buyer, securitiesSeller 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), property Buyer on the one hand and cash Parent and Seller on the other hand shall negotiate in good faith to resolve any Objection Dispute, and any resolution agreed to in writing by Buyer on the 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 Holder would be entitled to upon exercise 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 WarrantAgreement. 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 resolution of 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 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. 5.3 In case (e) The “Adjustment Amount,” which may be positive or 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 accordance with Sections 2.05(f) and 2.05(g). If the Adjustment Amount is zero, no payment shall be required to be made under this Section 2.05. 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 reclassification item or change 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 Warrant Shares issuable upon exercise 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 Warrant 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 a change Losses included in par value or from no par value to a specific par value, or Closing Date Current Adjustment Liabilities for which Buyer received credit as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), or in the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) part of the Shares (other than a change in the par value, or from no par value Closing Date Credit Amount as finally determined pursuant to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of sharesthis Section 2.05), Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger by a holder of the number of Shares for which this Warrant might have been exercised immediately prior to such reclassification, change, consolidation or merger. 5.4 The above provisions of this paragraph 5 shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyances.

Adjustment. 5.1 In case prior to the expiration of this Warrant by exercise or by its terms the Company shall issue any shares of its Common Stock as event Enterbank declares a stock dividend dividend, or subdivide in the event of any reorganization, merger, consolidation, acquisition, separation, recapitalization, stock-split, combination or exchange of Shares, or like adjustment, the number of outstanding shares of Common Stock into a greater number Shares and the class of shares by a stock split or a similar transaction, then, in either of such cases, the Exercise Price per share of the Warrant Shares purchasable subject to any Option granted pursuant to this Warrant in effect at Plan, and the time of such action Option price to be paid thereafter, shall be proportionately reduced adjusted by appropriate changes in this Plan and the number of Warrant Shares purchasable at that time shall be proportionately increased; and, conversely, in the event the Company shall contract the number of any Options outstanding shares of Common Stock by combining such shares into a smaller number of shares by a reverse split or similar transaction, then, in such case, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant Plan. Any such adjustment to the Plan or to the Options or to the Option prices shall be proportionately increased made by action of the Compensation Committee, and the number determination of Warrant Shares purchaseable at that time the Compensation Committee with respect thereto shall be propotionately reducedconclusive. Any dividend paid All provisions of this Plan, including without limitation all rights and restrictions concerning sale, transfer or distributed upon the Common Stock in stock other disposition of Shares, shall apply with equal force and effect to any other additional Shares or different class of securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock made subject to the extent that shares of Common Stock are issuable upon conversion thereof. 5.2 In case of any consolidation or merger of the Company with or into another corporation (other than a merger or consolidation in which the Company is the surviving or the continuing corporation) or in the case of any sale or conveyance Option granted pursuant to another corporation or other entity of the property, assets or business of the Company as an entirety or substantially as an entirety, in any such case, the Company or such successor or purchasing corporation or entity, as the case may be, shall (i) execute with the Holder an agreement that the Holder shall have the right thereafter to receive upon the exercise of the Warrant the kind and amount of shares and/or other securities or other property which he would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrant been exercised immediately prior to such action, (ii) make effective provision in its certificate of its incorporation or otherwise, if necessary, in order to effect such agreement, and (iii) set aside or reserve for the benefit of the Holder, the stock, securities, property and cash to which the Holder would be entitled to upon exercise of this Warrant. 5.3 In case of any reclassification or change of the Warrant Shares issuable upon exercise of this Warrant (other than a change in par value or from no par value to a specific par value, or Plan as a result of a subdivision an adjustment in accordance with the provisions hereof. Such additional Shares or combination, including any change in the shares into two or more classes or series of shares), or in the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) of the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount different class of shares of stock and other securities, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger by a holder of shall be treated in all respects as Shares originally subject to the number of Shares for which this Warrant might have been exercised immediately prior to such reclassification, change, consolidation or merger. 5.4 The above provisions of this paragraph 5 Plan. LIMITATION OF RIGHTS No provision in this Plan shall similarly apply be construed by the Company, any of the Company's subsidiaries or any non-employee organizer or director in any way to: - Give any non-employee organizer or director of the Company or any of the Company's subsidiaries any right to successive reclassifications be granted any Options other than those granted to him in the sole discretion of the Board of Directors; - Give a Participant at any time while he is not an actual shareholder of the Company any rights whatsoever to inspect the financial statements or books of record of the Company; - Limit in any way the right of the Company or any of the Company's subsidiaries to terminate a non-employee director's position as a board member of the Company or any of the Company's subsidiaries at any time; - Be evidence of any agreement or understanding, express or implied, that the Company or any of the Company's subsidiaries will retain a Participant in any particular position or at any particular rate of remuneration and changes for any particular period of Shares and to successive consolidations, sales, leases or conveyancestime.

Adjustment. 5.1 In case prior Not more than sixty (60) days following the Closing Date, Seller shall deliver to Buyer an unaudited statement as of the Closing Date (the "Closing Date Statement") that sets forth the actual Net Working Capital and Improvements transferred on the Closing Date. The Closing Date Statement shall be prepared in accordance with generally accepted accounting principles consistent with those used in the Financial Information (assuming all such financial information had been prepared on a consolidated basis and after giving effect to purchase accounting adjustments necessitated by the acquisition of the Subsidiary). Upon receipt of the Closing Date Statement, Buyer (and at Buyer's expense, its independent certified public accountants) shall be permitted during the succeeding thirty (30) day period to examine, and Seller shall make available, the books and records relied upon by Seller in preparing the Closing Date Statement. As promptly as practicable, and in no event later than the last day of such thirty (30) day period, Buyer shall either inform Seller in writing that the Closing Date Statement is acceptable or object to the expiration Closing Date Statement by delivering to Seller a written statement setting forth a specific description of this Warrant Buyer's objection to the Closing Date Statement (the "Statement of Objections") and Buyer's calculation of any disputed amounts. If Buyer shall fail to deliver a Statement of Objections within such thirty (30) day period, the Closing Date Statement shall be deemed to have been accepted by exercise or by its terms Buyer. If a Statement of Objections is delivered, Buyer and Seller shall attempt in good faith to resolve any dispute within fifteen (15) days after delivery. If Seller and Buyer are unable to resolve the Company dispute within such fifteen (15) days, Buyer and Seller shall issue engage the Minneapolis office of a "Big 5" accounting firm reasonably acceptable to Buyer and Seller to resolve any shares of its Common Stock as a stock dividend or subdivide the number of outstanding shares of Common Stock into a greater number of shares by a stock split or a similar transaction, then, in either unresolved objections. The fees of such casesfirm shall be paid by Seller if Buyer's calculation of disputed amounts as set forth in the Statement of Objections is closer to such accountant's final determination than Sellers' determination, the Exercise Price per share and otherwise such fees shall be paid by Buyer. Such firm's resolution of the Warrant Shares purchasable pursuant to this Warrant in effect at the time of such action dispute shall be proportionately reduced conclusive and binding upon the number parties and nonappealable and shall not be subject to further review under the dispute resolution provisions of Warrant Shares purchasable at that time Article IX. If Net Working Capital and Improvements on the Closing Date Statement (after resolution of all disputes related thereto) exceeds Estimated Net Working Capital and Improvements, Buyer shall pay Seller the difference between Net Working Capital and Improvements and Estimated Net Working Capital and Improvements. If Estimated Net Working Capital and Improvements exceeds Net Working Capital and Improvements on the Closing Date Statement (after resolution of all disputes related thereto), Seller shall pay Buyer the difference between Estimated Net Working Capital and Improvements and Net Working Capital and Improvements. The amount of any payment hereunder shall be proportionately increased; andincreased by an interest factor, conversely, in equal to the event reference rate publicly announced by U.S. Bank (or other major financial institution agreed by the Company parties) on the Closing Date. Buyer shall contract the number of outstanding shares of Common Stock also reimburse Seller for those working capital items designated as being reimbursed by combining such shares into a smaller number of shares by a reverse split or similar transaction, then, in such case, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant shall be proportionately increased and the number of Warrant Shares purchaseable at that time shall be propotionately reduced. Any dividend paid or distributed upon the Common Stock in stock of any other class of securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock Buyer on Schedule 1.1(c) to the extent that shares Seller has satisfied such items. Such interest shall accrue from the Closing Date through and including the date such payment is made, with such prime rate being compounded annually. Such payments shall be made in immediately available funds within five (5) days after deemed acceptance of Common Stock are issuable upon conversion thereof. 5.2 In case or resolution of any consolidation disputes related to the Closing Date Statement. Notwithstanding the foregoing, no payments shall be made by either party hereunder (except for payments by Buyer to Seller for liabilities satisfied by Seller as set forth on Schedule 1.1(c)) if the difference between Net Working Capital and Improvements on the Closing Date Statement (after resolution of all disputes related thereto) and Estimated Net Working Capital and Improvements is less than or merger of the Company with or into another corporation equal to Five Hundred Thousand Dollars (other than a merger or consolidation in which the Company is the surviving or the continuing corporation) or in the case of any sale or conveyance to another corporation or other entity of the property, assets or business of the Company as an entirety or substantially as an entirety, in any $500,000). If such case, the Company or such successor or purchasing corporation or entity, as the case may be, shall difference exceeds Five Hundred Thousand Dollars (i) execute with the Holder an agreement that the Holder shall have the right thereafter to receive upon the exercise of the Warrant the kind and amount of shares and/or other securities or other property which he would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrant been exercised immediately prior to such action, (ii) make effective provision in its certificate of its incorporation or otherwise, if necessary, in order to effect such agreement, and (iii) set aside or reserve for the benefit of the Holder, the stock, securities, property and cash to which the Holder would be entitled to upon exercise of this Warrant. 5.3 In case of any reclassification or change of the Warrant Shares issuable upon exercise of this Warrant (other than a change in par value or from no par value to a specific par value, or as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares$500,000), or in such payment shall be made only to the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) of the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger by a holder of the number of Shares for which this Warrant might have been exercised immediately prior to such reclassification, change, consolidation or mergerextent it exceeds $500,000. 5.4 The above provisions of this paragraph 5 shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyances.

Adjustment. 5.1 In case (a) If prior to the expiration exercise of this Warrant by exercise or by its terms Warrant, the Company shall issue any shares have effected one or more stock split-ups or other subdivisions or combinations of its Common Stock as a stock dividend or subdivide Stock, the number of outstanding Common Shares subject to this Warrant shall (i) be proportionately increased if a net increase shall have been effected (in the case of split-up in or subdivision of) the number of shares of Common Stock into Stock; or (ii) be proportionately reduced if a greater net reduction (in the case of a combination) shall have been effected in the number of shares by a stock split or a similar transaction, then, in either Common Stock. Upon the occurrence of such casesan event described in this subparagraph (a), the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant in effect at the time of such action shall be proportionately reduced and subject to a proportionate reduction under clause (i) or a proportionate increase under clause (ii), as the number of Warrant Shares purchasable at that time shall be proportionately increased; and, conversely, in the event the Company shall contract the number of outstanding shares of Common Stock by combining such shares into a smaller number of shares by a reverse split or similar transaction, then, in such case, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant shall be proportionately increased and the number of Warrant Shares purchaseable at that time shall be propotionately reduced. Any dividend paid or distributed upon the Common Stock in stock of any other class of securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable upon conversion thereofcase may be. 5.2 (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 or into another corporation (any other than a merger or consolidation in which the Company is the surviving or the continuing corporation) or in the case of any sale or conveyance to another corporation or other entity of the property, assets or business of the Company as an entirety or substantially as an entirety, in any such case, the Company or such successor or purchasing corporation or entity, as the case may beafter such capital reorganization, shall (i) execute with the Holder an agreement that the Holder shall have the right thereafter to receive reclassification, or consolidation, this Warrant will be exercisable, upon the exercise of terms and conditions specified in this Warrant, for the Warrant the kind and amount number of shares and/or of Common Stock or other securities or other property which he the Warrant Holder would have owned or have been entitled to receive after upon the happening of such consolidationcapital reorganization, mergerreclassification, sale consolidation or conveyance merger if this Warrant had the Warrant been exercised immediately prior 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 into a greater or lesser number of Common Shares shall not be deemed to such actionbe a reclassification of the Common Shares of the Company for the purposes of this paragraph. (c) Whenever the number of Common Shares are adjusted, (ii) make effective provision in the Company shall compute the adjusted number and the resulting adjustment to the Exercise Price and shall prepare a certificate signed by its certificate of its incorporation President or otherwise, if necessary, in order to effect such agreementa Vice-President setting forth the adjustment and the facts requiring the adjustment and upon which the calculation is based, and (iii) set aside or reserve for that certificate shall forthwith be mailed to the benefit of the Warrant Holder, the stock, securities, property and cash to which the Holder would be entitled to upon exercise of this Warrant. 5.3 In case (d) The form of Warrant need not be changed because of any reclassification or change in the number of the Warrant Common Shares issuable purchasable upon exercise of this Warrant (other than a and Warrants issued after such change in par value or from no par value to a specific par value, or may state the same Exercise Price and the same number of Common Shares as a result of a subdivision or combination, including any change are stated in the shares into two or more classes or series form of shares), or in the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) of the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger by a holder of the number of Shares for which this Warrant might have been exercised immediately prior to such reclassification, change, consolidation or mergerinitially issued. 5.4 The above provisions of this paragraph 5 shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyances.

Adjustment. 5.1 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 prior 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 expiration of this Warrant by exercise or by its terms the Company shall issue any shares of its Common Stock as a stock dividend or subdivide the total number of outstanding shares of Common Stock into a greater number immediately prior to such subdivision or combination is equal to the proportion of shares by a stock split or a similar transaction, then, in either of such cases, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant in effect at the time of such action shall be proportionately reduced and the number of Warrant Shares purchasable at that time shall be proportionately increased; and, conversely, in issuable upon exercise of the event purchase rights evidenced by this Warrant Agreement to the Company shall contract the total number of outstanding shares of Common Stock by combining immediately after such shares into a smaller number of shares by a reverse split subdivision or similar transactioncombination, then, in such case, and the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant shall be proportionately increased and adjusted such that the number aggregate Exercise Price of all the purchase rights then evidenced by this Warrant Shares purchaseable at that time Agreement shall be propotionately reduced. Any remain unchanged. b. In the case the Corporation shall hereafter declare a dividend paid or distributed upon distribution to all holders of the Common Stock in stock of any other class of securities convertible into outstanding shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable upon conversion thereof. 5.2 In case of any consolidation or merger of the Company with or into another corporation (other than a merger or consolidation in which the Company is the surviving or the continuing corporation) or in the case of any sale or conveyance to another corporation or other entity of the property, assets or business of the Company as an entirety or substantially as an entirety, in any such caseStock, the Company or such successor or purchasing corporation or entity, as the case may be, shall (i) execute with the Holder an agreement that the Holder shall have the right thereafter to receive upon the exercise number of the Warrant the kind and amount of shares and/or other securities or other property which he would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrant been exercised immediately prior to such action, (ii) make effective provision in its certificate of its incorporation or otherwise, if necessary, in order to effect such agreement, and (iii) set aside or reserve for the benefit of the Holder, the stock, securities, property and cash to which the Holder would be entitled to upon exercise of this Warrant. 5.3 In case of any reclassification or change of the 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. 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 a change in par value shares of Common Stock (including, but not limited to, any other class of capital stock or from no par value to a specific par value, or as a result of a subdivision or combination, including any change in the shares into two or more classes or series of sharesdebt securities), or in the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation then and in which there is a reclassification or change (including a change in each such event the right Board shall, to receive cash or other property) of the Shares (other than a change in fullest extent permitted by law, take all lawful actions so that the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder Warrantholder shall have the right thereafter to receive upon exercise of the purchase rights evidenced by this Warrant solely the kind and amount of shares of stock and other securitiesAgreement, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger by a holder of in addition to the number of Warrant Shares for which receivable upon exercise of the purchase rights evidenced by this Warrant might 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 immediately prior 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 reclassification, change, consolidation or mergerdistributed securities. 5.4 The above provisions of this paragraph 5 shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyances.

Adjustment. 5.1 In case prior The Exercise Price for the Warrants in effect from time to time shall be subject to adjustment as follows: (a) If the expiration of Company, at any time while this 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 is outstanding: (i) subdivides outstanding shares of Common Stock into a greater larger number of shares, (ii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iii) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such 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 stock split subdivision, combination or a similar transactionreclassification. (b) If the Company, thenat any time while this Warrant is outstanding, shall distribute to all or substantially all holders of Common Stock (and not to the Holder) evidence of 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 either of each such cases, case the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to the record 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 Warrant Shares purchasable pursuant record date mentioned above and (ii) the numerator shall be such Fair Market Value per share of Common Stock 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 cash dividends) or rights or warrants to subscribe for or purchase any security other than the Common Stock so distributed applicable to one outstanding share of 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 in exchange for such evidence of indebtedness or assets or rights or warrants so distributed, in each case as such Fair Market Value is determined by the Board of Directors of the 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 2 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 being exercised in effect at part, the time 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 such action shall be proportionately reduced and the Warrant, then the number of Warrant Shares purchasable at that time shall to be proportionately increased; and, conversely, in the event the Company shall contract the number of outstanding shares of Common Stock by combining such shares into a smaller number of shares by a reverse split or similar transaction, then, in such case, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant shall issued will be proportionately increased and the number of Warrant Shares purchaseable at that time shall be propotionately reduced. Any dividend paid or distributed upon the Common Stock in stock of any other class of securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock rounded up to the extent that shares of Common Stock are issuable upon conversion thereofnext whole share. 5.2 In case of any consolidation or merger of the Company with or into another corporation (other than a merger or consolidation in which the Company is the surviving or the continuing corporation) or in the case of any sale or conveyance to another corporation or other entity of the property, assets or business of the Company as an entirety or substantially as an entirety, in any such case, the Company or such successor or purchasing corporation or entity, as the case may be, shall (i) execute with the Holder an agreement that the Holder shall have the right thereafter to receive upon the exercise of the Warrant the kind and amount of shares and/or other securities or other property which he would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrant been exercised immediately prior to such action, (ii) make effective provision in its certificate of its incorporation or otherwise, if necessary, in order to effect such agreement, and (iii) set aside or reserve for the benefit of the Holder, the stock, securities, property and cash to which the Holder would be entitled to upon exercise of this Warrant. 5.3 In case of any reclassification or change of the Warrant Shares issuable upon exercise of this Warrant (other than a change in par value or from no par value to a specific par value, or as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), or in the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) of the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger by a holder of the number of Shares for which this Warrant might have been exercised immediately prior to such reclassification, change, consolidation or merger. 5.4 The above provisions of this paragraph 5 shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyances.

Adjustment. 5.1 In case prior to the expiration of this Warrant by exercise or by its terms the Company shall issue any shares of its Common Stock as a stock dividend or subdivide the (a) The number of outstanding shares of Common Stock into a greater number of shares by a stock split or a similar transaction, then, in either of such cases, the Exercise Price per share of the Warrant Shares purchasable pursuant hereunder are subject to this Warrant in effect adjustment from time to time, as follows: (i) If the Company at the any time of such action shall be proportionately reduced and subdivides its Common Stock, the number of Warrant Shares purchasable at that time shall be proportionately increased; and, conversely, in the event the Company shall contract the number of outstanding shares of Common Stock by combining such shares into a smaller number of shares by a reverse split or similar transaction, then, in such case, the Exercise Price per share of the Warrant Shares purchasable issuable pursuant to this Warrant shall will be proportionately increased and increased. If the Company at any time combines its Common Stock, the number of Warrant Shares purchaseable issuable pursuant to this Warrant will be proportionately decreased. (ii) If the Company at that any time shall be propotionately reduced. Any pays a dividend paid payable in, or distributed upon the Common Stock in stock of make any other class distribution (except any distribution specifically provided for in the foregoing subsections (i)) of securities convertible into 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 multiplying the number of Warrant Shares issuable immediately prior to such date of determination by a fraction (i) the numerator of which will be the total number of shares of Common Stock shall outstanding immediately after such dividend or distribution, calculated on a fully diluted basis, and (ii) the denominator of which will be treated as a dividend paid in Common Stock to the extent that total number of shares of Common Stock are issuable upon conversion thereofoutstanding immediately prior to such dividend or distribution, calculated on a fully diluted basis. 5.2 In case (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 consolidation or merger adjustment of the Company with number of Warrant Shares issuable pursuant to this Warrant. (b) In the event of a merger, consolidation, recapitalization, combination or into another corporation (other than a merger or consolidation in 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 continuing corporation) or right for the Holder to exchange this Warrant, at its sole option and in lieu of exercise hereof, for a warrant to purchase the case equivalent number of any sale or conveyance to another corporation or other entity shares of the propertyequivalent 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 remaining duration of the exercise period of this Warrant. If, assets or business as a result of such Acquisition, the shareholders of the Company as an entirety or substantially as an entirety, in any such case, the Company or such successor or purchasing corporation or entity, as the case may be, shall (i) execute with the Holder an agreement that the Holder shall have the right thereafter to receive upon the exercise of the Warrant the kind and amount of shares and/or other securities or other property which he would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrant been exercised immediately prior to such actionAcquisition own at least a majority of the shares of voting capital stock, (ii) make effective provision 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 its certificate of its incorporation or the first Paragraph hereof shall remain unaffected; otherwise, if necessarythis Warrant shall, in order after such Acquisition, permit the Holder to effect such agreement, and (iii) set aside purchase that percentage of Warrant Shares or reserve for the benefit other consideration of the Holder, the stock, securities, property and cash to acquiring entity which the Holder would be entitled to upon exercise of this Warrant. 5.3 In case of any reclassification or change of the Warrant Shares issuable upon exercise of this Warrant (other than a change in par value or from no par value to a specific par value, or receive as a result of a subdivision such merger, consolidation, recapitalization, combination or combination, including any change in the exchange of shares into two or more classes or series of shares), or in the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) of the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise of if this Warrant solely the kind and amount of shares of stock and other securities, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger by a holder of the number of Shares for which this Warrant might have had been exercised in full immediately prior to such reclassificationmerger, changeconsolidation, consolidation recapitalization, combination or mergerexchange of shares (or the record date, if any, for such transaction or event) for the same aggregate exercise price as provided for in this Warrant. 5.4 The above provisions of this paragraph 5 shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyances.

Adjustment. 5.1 In case prior The Warrant Shares and Exercise Price of the A Portion shall be subject to adjustment from time to time as follows (this provision shall not apply to the expiration of this Warrant by exercise or by its terms B Portion, which shall reflect any adjustments in the referenced options and warrants): (1) If the Company shall issue any (A) declare a dividend or make a distribution on its Common Stock in shares of its Common Stock as a stock dividend Stock, (B) subdivide or subdivide reclassify the number of outstanding shares of Common Stock into a greater number of shares by shares, or (C) combine or reclassify the outstanding Common Stock into a stock split or a similar transactionsmaller number of shares, then, in either of such cases, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant and Exercise Price in effect at the time of the record date for such action dividend or distribution or the effective date of such subdivision, combination, or reclassification shall be proportionately reduced and adjusted so that the holder of this Warrant exercised after such date shall be entitled to receive the number of Warrant Shares purchasable at that time shall be proportionately increased; and, conversely, in the event the Company shall contract the number of outstanding shares of Common Stock by combining which he would have owned or been entitled to receive had this Warrant been exercised immediately prior to such shares into a smaller number of shares by a reverse split or similar transaction, then, date. Successive adjustments in such case, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant and Exercise Price shall be proportionately increased and the number of Warrant Shares purchaseable at that time made whenever any event specified above shall be propotionately reduced. Any dividend paid or distributed upon the Common Stock in stock of any other class of securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable upon conversion thereofoccur. 5.2 (2) In case of any consolidation with or merger of the Company with or into another corporation (other than a merger or consolidation in which the Company is the surviving or the continuing corporation) , or in the case of any sale sale, lease or conveyance to another corporation or other entity of the property, assets or business of the Company as an entirety entity or substantially as an entiretyentity, 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 issuable (at the time of such consolidation, merger, sale, lease or conveyance) upon exercise of this Warrant would have been entitled upon such consolidation, merger, sale, lease or conveyance; and in any such case, if necessary, the Company 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 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 successor adjustment would require an increase or purchasing corporation decrease 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. All calculations under this Section (f) shall be made to the nearest cent or entityto 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 (if), 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) execute with In the event that at any time, as a result of an adjustment made pursuant to this Section (f), the Holder an agreement that the Holder of this Warrant thereafter shall have the right thereafter to receive upon the exercise of the Warrant the kind and amount of shares and/or other securities or other property which he would have owned or have been become entitled to receive after any shares of the happening Company, other than Common Stock, thereafter the number of such consolidation, merger, sale 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 (f). (5) Irrespective of any adjustments in the Exercise Price or conveyance had the Warrant been exercised immediately prior to such action, (ii) make effective provision in its certificate number or kind of its incorporation or otherwise, if necessary, in order to effect such agreement, and (iii) set aside or reserve for the benefit of the Holder, the stock, securities, property and cash to which the Holder would be entitled to shares purchasable upon exercise of this Warrant. 5.3 In case , Warrant Certificates theretofore or thereafter issued upon exchange, transfer, assignment, loss of any reclassification certificate or change upon exercise in part may continue to express the same price and number and kind of shares as were stated in the Warrant Shares issuable upon exercise of this Warrant (other than a change in par value or from no par value to a specific par value, or as a result of a subdivision or combination, including any change in Certificates when the shares into two or more classes or series of shares), or in the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) of the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger by a holder of the number of Shares for which this Warrant might have been exercised immediately prior to such reclassification, change, consolidation or mergersame were originally issued. 5.4 The above provisions of this paragraph 5 shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyances.

Adjustment. 5.1 In case prior to the expiration of this Warrant by exercise or by its terms the Company shall issue any (a) If outstanding shares of its the Common Stock as of the Issuer shall be subdivided into a stock greater number of shares, or a dividend in Common Stock or subdivide 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 Option Shares for which this Option may be exercised prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately decreased. Any adjustment to the 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 Option the kind and number of shares of Common Stock or other securities or property (including cash) of the Issuer, which the Employee would have received in connection with the Reorganization as the Employee of the number of shares of Common Stock into a greater which the Option could have been exercised in full immediately prior to such Reorganization; and in any such case appropriate adjustment shall be made in the 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 (including the specified changes and other adjustments to the number of shares by a stock split or a similar transactionOption Shares) shall thereafter be applicable, thenas nearly as reasonably may be, in either relation to any shares, to such other securities or property thereafter receivable upon issuance of the Option Shares or (b) no less than thirty (30) days prior notice of such casesReorganization, 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 12(b) 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 other reorganization. (c) In addition to the adjustments to the number of Option Shares or other property receivable upon exercise of the Options as provided in Sections 12(a) and (b) above, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant in effect at the time of such action Option Share shall be proportionately reduced and the number of Warrant Shares purchasable at that time shall be proportionately increased; and, conversely, in the event the Company shall contract the number of outstanding shares of Common Stock by combining such shares into a smaller number of shares by a reverse split or similar transaction, then, in such case, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant shall be proportionately increased and the number of Warrant Shares purchaseable at that time shall be propotionately reduced. Any dividend paid or distributed upon the Common Stock in stock of any other class of securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable upon conversion thereof. 5.2 In case of any consolidation or merger of the Company with or into another corporation (other than a merger or consolidation in which the Company is the surviving or the continuing corporation) or in the case of any sale or conveyance to another corporation or other entity of the property, assets or business of the Company as an entirety or substantially as an entirety, in any such case, the Company or such successor or purchasing corporation or entity, as the case may be, shall (i) execute with the Holder an agreement appropriately adjusted so that the Holder aggregate exercise price shall have the right thereafter to receive upon the exercise of the Warrant the kind and amount of shares and/or other securities or other property which he would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrant been exercised immediately prior to such action, (ii) make effective provision in its certificate of its incorporation or otherwise, if necessary, in order to effect such agreement, and (iii) set aside or reserve for the benefit of the Holder, the stock, securities, property and cash to which the Holder would be entitled to upon exercise of this Warrantremain constant. 5.3 In case of any reclassification or change of the Warrant Shares issuable upon exercise of this Warrant (other than a change in par value or from no par value to a specific par value, or as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), or in the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) of the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger by a holder of the number of Shares for which this Warrant might have been exercised immediately prior to such reclassification, change, consolidation or merger. 5.4 The above provisions of this paragraph 5 shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyances.

Adjustment. 5.1 In case prior (a) As promptly as possible, but in any event within ninety (90) days after the Closing Date, Buyer shall cause to be prepared and delivered to Sellers’ Representative a statement (the “Closing Statement”) setting forth in reasonable detail its calculation of (i) the Closing Working Capital and the Working Capital Adjustment, if any; (ii) the Closing Cash, (iii) the aggregate amount of 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 expiration 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 this Warrant by exercise or by its terms the Company Adjustment Time, for purposes of determining the Actual Adjustment. In the event of a notification of such dispute, Buyer and Sellers’ Representative shall issue any shares 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 Common Stock 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 stock dividend 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 subdivide Sellers’ Representative, on the number 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 outstanding shares an independent review). Buyer and Sellers’ Representative will cooperate with the Independent Accountant during the term of Common Stock into 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 greater number of shares by a stock split or a similar transactionnegative amount, then, in either of such caseswithin two (2) Business Days after the date on which the Net Consideration is finally determined, Buyer shall reduce the Exercise Price per share Net Balance of the Warrant Shares purchasable Buyer Note by an amount equal to the sum of (i) the inverse of the Actual Adjustment plus (ii) an amount equal to the aggregate amount of interest paid and/or accrued on such amount from the Closing Date to the date on which the Net Balance of the Buyer Note is so reduced. (ii) 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 Warrant in effect at Section 2.06, Buyer shall increase the time of such action shall be proportionately reduced and the number of Warrant Shares purchasable at that time shall be proportionately increased; and, conversely, in the event the Company shall contract the number of outstanding shares of Common Stock by combining such shares into a smaller number of shares by a reverse split or similar transaction, then, in such case, the Exercise Price per share Net Balance of the Warrant Shares purchasable Buyer Note by an amount equal to the sum of (i) the Actual Adjustment plus (ii) an amount equal to the aggregate amount of interest that would have accrued on such amount from the Closing Date to the date on which the Net Balance of the Buyer Note is so increased. (iii) If the Actual Adjustment is zero, there will be no adjustment to the Net Consideration pursuant to this Warrant shall be proportionately increased and the number of Warrant Shares purchaseable at that time shall be propotionately reduced. Any dividend paid or distributed upon the Common Stock in stock of any other class of securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable upon conversion thereofSection 2.06. 5.2 In case of any consolidation or merger of the Company with or into another corporation (other than a merger or consolidation in which the Company is the surviving or the continuing corporation) or in the case of any sale or conveyance to another corporation or other entity of the property, assets or business of the Company as an entirety or substantially as an entirety, in any such case, the Company or such successor or purchasing corporation or entity, as the case may be, shall (i) execute with the Holder an agreement that the Holder shall have the right thereafter to receive upon the exercise of the Warrant the kind and amount of shares and/or other securities or other property which he would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrant been exercised immediately prior to such action, (ii) make effective provision in its certificate of its incorporation or otherwise, if necessary, in order to effect such agreement, and (iii) set aside or reserve for the benefit of the Holder, the stock, securities, property and cash to which the Holder would be entitled to upon exercise of this Warrant. 5.3 In case of any reclassification or change of the Warrant Shares issuable upon exercise of this Warrant (other than a change in par value or from no par value to a specific par value, or as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), or in the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) of the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger by a holder of the number of Shares for which this Warrant might have been exercised immediately prior to such reclassification, change, consolidation or merger. 5.4 The above provisions of this paragraph 5 shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyances.

Adjustment. For purposes of Tenant's paying its ---------- share of Operating Expenses, Tenant and Landlord agree that the Monthly Rent called for in subparagraph 5.1 above is subject to adjustment at the beginning of each calendar year for the term hereof. The Monthly Rent shall be 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 case prior 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 twelve (12) equal monthly installments. Tenant shall pay to Landlord, concurrently with the expiration regular Monthly Rent payment next due following the receipt of this Warrant such statement, an amount equal to one (1) monthly installment multiplied 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 outstanding shares months from January in the calendar year in which said statement is submitted to the month of Common Stock into a greater number such payment, both months inclusive. Subsequent installments shall be payable concurrently with the regular Monthly Rent payments for the balance of shares by a stock split or a similar transaction, thenthat calendar year and shall continue until the next calendar year's statement is rendered. If, in either any calendar year the actual amount of such cases, the Exercise Price per share Tenant's Share of actual Operating Expenses which is in excess of the Warrant Shares purchasable pursuant 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 this Warrant in effect Tenant at the time Landlord furnishes said statement, or credit the excess toward Tenant's payments of such action Tenant's Share of Operating Expenses in the next succeeding calendar year, at Tenant's sole election. However, in no event shall Tenant be proportionately credited for any amount which will cause Tenant's rent to be reduced below the Monthly Rent established in paragraph 5.1 above. Even though the term is expired and Tenant has vacated the number Premises, when the final determination is made of Warrant Shares purchasable at that time Tenant's Share of Operating Expenses for the year in which this Lease terminates, Tenant shall be proportionately increased; immediately pay an increase due over the estimated Operating Expenses paid and, conversely, any overpayment made in the event the Company shall contract the number of outstanding shares of Common Stock by combining such shares into a smaller number of shares by a reverse split or similar transaction, then, in such case, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant said Operating Expenses decrease shall be proportionately increased and the number of Warrant Shares purchaseable at that time shall be propotionately reduced. Any dividend paid or distributed upon the Common Stock in stock of any other class of securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock immediately rebated by Landlord to the extent that shares of Common Stock are issuable upon conversion thereofTenant. 5.2 In case of any consolidation or merger of the Company with or into another corporation (other than a merger or consolidation in which the Company is the surviving or the continuing corporation) or in the case of any sale or conveyance to another corporation or other entity of the property, assets or business of the Company as an entirety or substantially as an entirety, in any such case, the Company or such successor or purchasing corporation or entity, as the case may be, shall (i) execute with the Holder an agreement that the Holder shall have the right thereafter to receive upon the exercise of the Warrant the kind and amount of shares and/or other securities or other property which he would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrant been exercised immediately prior to such action, (ii) make effective provision in its certificate of its incorporation or otherwise, if necessary, in order to effect such agreement, and (iii) set aside or reserve for the benefit of the Holder, the stock, securities, property and cash to which the Holder would be entitled to upon exercise of this Warrant. 5.3 In case of any reclassification or change of the Warrant Shares issuable upon exercise of this Warrant (other than a change in par value or from no par value to a specific par value, or as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), or in the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) of the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger by a holder of the number of Shares for which this Warrant might have been exercised immediately prior to such reclassification, change, consolidation or merger. 5.4 The above provisions of this paragraph 5 shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyances.

Adjustment. 5.1 In case prior to The number of Ordinary Shares purchasable upon the expiration exercise of this Warrant by and the Exercise Price shall be subject to adjustment from time to time or upon exercise or by its terms as provided in this paragraph 4. 4.1 If, during the term of this Warrant, the Company shall issue any shares of its Common Stock as distribute a stock dividend or subdivide 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 Common Stock bonus shares, such increase to become effective immediately after the opening of business on the date following such distribution, and upon the happening of such an event the Exercise Price shall be adjusted appropriately. 4.2 If, during the term of this Warrant, the outstanding Ordinary Shares shall be subdivided into a greater number of shares by a stock split or a similar transactionOrdinary Shares, then, in either of such cases, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant in effect at the time of such action shall be proportionately reduced and the number of Warrant Ordinary Shares purchasable upon exercise of this Warrant at that time the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately increased; , and, conversely, in if the event the Company outstanding Ordinary Shares shall contract the number of outstanding shares of Common Stock by combining such shares each be combined into a smaller number of shares by a reverse split or similar transactionOrdinary Shares, thenthe number of Ordinary Shares 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, and in each such case, case the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant shall be proportionately increased and the number of Warrant Shares purchaseable at that time shall be propotionately reduced. Any dividend paid or distributed upon the Common Stock in stock of any other class of securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable upon conversion thereofadjusted appropriately. 5.2 4.3 Reorganization, Reclassification, Merger, Consolidation or Disposition ---------------------------------------------------------------------- of Assets --------- (a) In case of any consolidation or merger of the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (other than a merger or consolidation in which the Company is the surviving sell, transfer or the continuing corporation) otherwise dispose of all or in the case substantially all of any sale or conveyance to another corporation or other entity of the its property, assets or business to another corporation and pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, (i) shares of capital stock of the successor or acquiring corporation or of the Company as an entirety (if it is the surviving corporation) or substantially as an entirety(ii) any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in any such case, 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 or who are holders immediately prior to such successor or purchasing corporation or entitytransaction, as the case may be, shall (i) execute with the Holder an agreement that then the Holder shall have the right thereafter to receive upon the exercise of the Warrant the kind and amount of shares and/or other securities or other property which he would have owned or have been entitled to receive after the happening of such consolidationreceive, merger, sale or conveyance had the Warrant been exercised immediately prior to such action, (ii) make effective provision in its certificate of its incorporation or otherwise, if necessary, in order to effect such agreement, and (iii) set aside or reserve for the benefit of the Holder, the stock, securities, property and cash to which the Holder would be entitled to upon exercise of this Warrant. 5.3 In case , the number of any reclassification or change shares of capital stock of the Warrant Shares issuable successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon exercise of this Warrant (other than a change in par value or from no par value to a specific par value, or as a result of a subdivision or combinationsuch reorganization, including any change in the shares into two or more classes or series of shares), or in the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) of the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash or combination thereof receivable upon such reclassification, changemerger, consolidation or merger disposition of assets by a holder of the number of shares of Ordinary Shares for which this Warrant might have been exercised is exercisable immediately prior to such event. (b) In case of any such reorganization, reclassification, changemerger, consolidation or mergerdisposition of assets, the successor or acquiring corporation shall expressly assume the due and punctual observance and performance of 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 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 4. 5.4 (c) The above provisions of this paragraph 5 subsection 4.3 shall similarly apply to successive reclassifications and changes reorganizations, reclassifications, mergers, consolidations or disposition of Shares and to successive consolidations, sales, leases or conveyancesassets.

Adjustment. 5.1 In case prior to If at any time after the expiration issuance of this Warrant by exercise or by its terms the Company shall issue any shares Rights and before the Payment Date there is a reclassification of its Common Stock as a stock dividend or subdivide the number of outstanding shares of Common Stock into a greater number of shares by a stock split SolarBank Shares or a similar transaction, then, in either of such cases, the Exercise Price per share change of the Warrant SolarBank Shares purchasable pursuant to this Warrant in effect at the time of such action shall be proportionately reduced and the number of Warrant Shares purchasable at that time shall be proportionately increased; and, conversely, in the event the Company shall contract the number of outstanding shares of Common Stock by combining such shares into a smaller number of shares by a reverse split or similar transaction, then, in such case, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant shall be proportionately increased and the number of Warrant Shares purchaseable at that time shall be propotionately reduced. Any dividend paid or distributed upon the Common Stock in stock of any other class different types of securities convertible into shares of Common Stock shall be treated as or property, or a dividend paid in Common Stock to the extent that shares of Common Stock are issuable upon conversion thereof. 5.2 In case of any consolidation consolidation, amalgamation, arrangement or merger of the Company SolarBank (including a business combination or exchange of like effect) with or into another corporation any other Person (other than a consolidation, amalgamation, arrangement or merger or consolidation which does not result in which the Company is the surviving or the continuing corporation) or in the case of any sale or conveyance to another corporation or other entity reclassification of the property, assets outstanding SolarBank Shares or business a change of the Company SolarBank Shares into other securities or property), or a transfer of the undertaking or assets of SolarBank as an entirety or substantially as an entiretyentirety 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 satisfaction of the Payment Condition after the effective date of such Capital Reorganization will be entitled to receive, and will accept, in any lieu of the number of SolarBank Shares to which such caseHolder was theretofore entitled, the Company aggregate number of securities or such property of SolarBank, or the continuing, successor or purchasing corporation or entityPerson, as the case may be, shall (i) execute with under the Capital Reorganization which such Holder an agreement that the Holder shall have the right thereafter to receive upon the exercise of the Warrant the kind and amount of shares and/or other securities or other property which he would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrant been exercised immediately prior to such action, (ii) make effective provision in its certificate of its incorporation or otherwise, if necessary, in order to effect such agreement, and (iii) set aside or reserve for the benefit of the Holder, the stock, securities, property and cash to which the Holder would be entitled to upon exercise of this Warrant. 5.3 In case of any reclassification or change of the Warrant Shares issuable upon exercise of this Warrant (other than a change in par value or from no par value to a specific par value, or as a result of a subdivision or combinationsuch Capital Reorganization if, including any change in on the shares into two or more classes or series effective date of shares)such Capital Reorganization, or in the case of any consolidation or merger of another corporation into Holder had been the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) of the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger by a registered holder of the number of SolarBank Shares for to which this Warrant might 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 exercised immediately prior taken so that the Holders shall thereafter be entitled to receive such reclassificationnumber of SolarBank Shares or other securities or property of SolarBank or of the continuing, changesuccessor or purchasing person, consolidation as the case may be, under the Capital Reorganization, subject to adjustment thereafter in accordance with provisions the same, as nearly as may be possible, as those contained in this Section 8.2 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 application of the provisions set forth in this Article 8 with respect to the rights and interests thereafter of the Holders to the extent that the provisions set forth in this Article 8 will thereafter correspondingly be made applicable as nearly as may be reasonable in relation to any securities or mergerproperty 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 adjustment. 5.4 The above provisions of this paragraph 5 shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyances.

Adjustment. 5.1 In case prior to The number of Warrant Shares issuable upon the expiration exercise of this Warrant by exercise or by its terms is subject to adjustment if the Company shall issue shall, prior to any shares exercise of its Common Stock as a this Warrant, effect one or more stock dividend splits, stock dividends, or subdivide other increases or reductions in the number of outstanding shares of Common common Stock into a greater number of shares by a stock split or a similar transaction, then, in either of such cases, the outstanding. (a) The Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant in effect at the time of such action shall be proportionately reduced and the number of Warrant Shares purchasable at that time to be issued upon exercise of this Warrant shall be proportionately increased; and, conversely, in adjusted as follows. (i) If at any time after the event the Company shall contract date hereof the number of shares of Common Stock outstanding 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 record date of 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 increase of outstanding shares; (ii) If at any time after the date hereof the number of shares of Common Stock outstanding is decreased by a combination of the outstanding shares of Common Stock by combining such shares into a smaller number of shares by a reverse split or similar transactionStock, then, in on the effective date of such casecombination, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant shall be proportionately appropriately increased and the number of shares of Common Stock issuable on exercise of this Warrant Shares purchaseable at that time shall be propotionately reducedappropriately decreased in proportion to such decrease in outstanding shares. (b) All calculations under this Section 10 shall be made to the nearest cent or to the nearest one hundredth (1/100) of a share, as the case may be. Any dividend paid or distributed upon the Common Stock in stock of any other class of securities convertible into No fractional shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable upon conversion thereof. 5.2 In case of any consolidation or merger of the Company with or into another corporation (other than a merger or consolidation in which the Company is the surviving or the continuing corporation) or in the case of any sale or conveyance to another corporation or other entity of the property, assets or business of the Company as an entirety or substantially as an entirety, in any such case, the Company or such successor or purchasing corporation or entity, as the case may be, shall (i) execute with the Holder an agreement that the Holder shall have the right thereafter to receive upon the exercise of the Warrant the kind and amount of shares and/or other securities or other property which he would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrant been exercised immediately prior to such action, (ii) make effective provision in its certificate of its incorporation or otherwise, if necessary, in order to effect such agreement, and (iii) set aside or reserve for the benefit of the Holder, the stock, securities, property and cash to which the Holder would be entitled to issued upon exercise of this Warrant. 5.3 In case . Any fractional shares of any reclassification or change of the Warrant Shares issuable Common Stock which might otherwise be issued upon exercise of this Warrant shall be rounded to the nearest whole share (other than a change in par value or from no par value to a specific par valuewith one-half rounded up). (c) If the Exercise Price shall be adjusted, or as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), or in the case of any consolidation or merger of another corporation into the Company in shall prepare and mail to the holder hereof a certificate setting forth the event requiring the adjustment, the amount of the adjustment, the method by which the Company is adjustment was calculated, and (after giving effect to the continuing corporation and in which there is a reclassification or change (including a change in adjustment) the right to receive cash or other property) of the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger by a holder of the number of Shares for which this Warrant might have been exercised immediately prior to such reclassification, change, consolidation or mergerExercise Price. 5.4 The above provisions of this paragraph 5 shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyances.

Adjustment. 5.1 In case prior to The number of Convertible Preferred Shares (and the expiration number of Ordinary Shares issuable upon conversion thereof) purchasable upon the exercise of this Warrant by and the Exercise Price shall be subject to adjustment from time to time or upon exercise or by its terms as provided in this paragraph 4. 4.1 If, during the term of this Warrant, the Company shall issue any shares of its Common Stock as distribute a stock dividend or subdivide 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 Common Stock bonus shares, such increase to become effective immediately after the opening of business on the date following such distribution, and upon the happening of such an event the Exercise Price shall be adjusted appropriately. 4.2 If, during the term of this Warrant, the outstanding Convertible Preferred Shares shall be subdivided into a greater number of shares by a stock split or a similar transactionConvertible Preferred Shares, then, in either of such cases, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant in effect at the time of such action shall be proportionately reduced and the number of Warrant Convertible Preferred Shares purchasable upon exercise of this Warrant at that time the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately increased; , and, conversely, in if the event the Company outstanding Convertible Preferred Shares shall contract the number of outstanding shares of Common Stock by combining such shares each be combined into a smaller number of shares by a reverse split or similar transactionConvertible Preferred Shares, thenthe 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 combination becomes effective shall be proportionately decreased, and in each such case, case the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant shall be proportionately increased and the number of Warrant Shares purchaseable at that time shall be propotionately reduced. Any dividend paid or distributed upon the Common Stock in stock of any other class of securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable upon conversion thereofadjusted appropriately. 5.2 4.3 Reorganization, Reclassification, Merger, Consolidation or Disposition ---------------------------------------------------------------------- of Assets --------- (a) In case of any consolidation or merger of the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (other than a merger or consolidation in which the Company is the surviving sell, transfer or the continuing corporation) otherwise dispose of all or in the case substantially all of any sale or conveyance to another corporation or other entity of the its property, assets or business to another corporation and pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, (i) shares of capital stock of the successor or acquiring corporation or of the Company as an entirety (if it is the surviving corporation) or substantially as an entirety(ii) any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in any such case, 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 or who are holders immediately prior to such successor or purchasing corporation or entitytransaction, as the case may be, shall (i) execute with the Holder an agreement that then the Holder shall have the right thereafter to receive upon the exercise of the Warrant the kind and amount of shares and/or other securities or other property which he would have owned or have been entitled to receive after the happening of such consolidationreceive, merger, sale or conveyance had the Warrant been exercised immediately prior to such action, (ii) make effective provision in its certificate of its incorporation or otherwise, if necessary, in order to effect such agreement, and (iii) set aside or reserve for the benefit of the Holder, the stock, securities, property and cash to which the Holder would be entitled to upon exercise of this Warrant. 5.3 In case , the number of any reclassification or change shares of capital stock of the Warrant Shares issuable successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon exercise of this Warrant (other than a change in par value or from no par value to a specific par value, or as a result of a subdivision or combinationsuch reorganization, including any change in the shares into two or more classes or series of shares), or in the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) of the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash or combination thereof receivable upon such reclassification, changemerger, consolidation or merger disposition of assets by a holder of the number of shares of Convertible Preferred Shares for which this Warrant might have been exercised is exercisable immediately prior to such event. (b) In case of any such reorganization, reclassification, changemerger, consolidation or mergerdisposition of assets, the successor or acquiring corporation shall expressly assume the due and punctual observance and performance of 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 Board of Directors of the Company) in order to provide for adjustments of shares of the 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 4. 5.4 (c) The above provisions of this paragraph 5 subsection 4.3 shall similarly apply to successive reclassifications and changes reorganizations, reclassifications, mergers, consolidations or disposition of Shares and to successive consolidations, sales, leases or conveyancesassets.

Adjustment. 5.1 In case prior to the expiration of this 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 outstanding shares of Common Stock into a greater (a) The number of shares by a stock split or a similar transaction, then, in either of such cases, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant in effect Clearwire Stock issuable at the time of such action Closing shall be proportionately reduced and the number of Warrant Shares purchasable at that time shall be proportionately increased; and, conversely, in the event the Company shall contract the number of outstanding shares of Common Stock by combining such shares into a smaller number of shares by a reverse split or similar transaction, then, in such case, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant shall be proportionately increased and the number of Warrant Shares purchaseable at that time shall be propotionately reduced. Any dividend paid or distributed upon the Common Stock in stock of any other class of securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable upon conversion thereof. 5.2 In case of any consolidation or merger of the Company with or into another corporation (other than a merger or consolidation in which the Company is the surviving or the continuing corporation) or in the case of any sale or conveyance to another corporation or other entity of the property, assets or business of the Company as an entirety or substantially as an entirety, in any such case, the Company or such successor or purchasing corporation or entity, as the case may be, shall (i) execute with the Holder an agreement that the Holder shall have the right thereafter to receive upon the exercise of the Warrant the kind and amount of shares and/or other securities or other property which he would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrant been exercised immediately prior to such action, (ii) make effective provision in its certificate of its incorporation or otherwiseadjusted, if necessary, to account for any stock split, cash dividend, stock dividend, or other recapitalization in order respect of Clearwire's issued and outstanding stock between the Effective Date and the Closing. (b) If the MBDA Loan is not prepaid as described in paragraph (c) below, and if the outstanding balance of principal, interest and other charges owing under the MBDA Loan on the Closing Date exceeds the sum of [***] plus the Approved Capital Expenditures, the amount of the Cash Consideration shall be reduced by the amount of such excess. If the MBDA Loan is not prepaid as described in paragraph (c) below, and if the outstanding balance of principal, interest and other charges owing under the MBDA Loan (less any Approved Capital Expenditures) is less than [***] the amount of the Cash Consideration shall be increased by the amount of such deficiency. (c) Purchaser acknowledges that the consent of MBDA is required for the assignment and assumption of the MBDA Loan. If MBDA refuses to effect consent to such agreementassignment and assumption, imposes conditions on such consent that are unacceptable to Purchaser acting reasonably, or refuses to release Seller and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ from all of their obligations in connection with the MBDA Loan, Purchaser shall, on the terms and subject to the conditions set forth in this Agreement, cause the MBDA Loan to be prepaid contemporaneously with Closing; provided that (i) one-half the amount of any prepayment penalty assessed by MBDA in connection with such prepayment shall be deducted from the Cash Consideration; (ii) if the outstanding balance of principal, interest and other charges owing under the MBDA Loan on the Closing Date exceeds the sum of $6,300,000 plus the Approved Capital Expenditures, the amount of the Cash Consideration shall be reduced by the amount of such excess; and (iii) set aside or reserve for the benefit in no event shall Purchaser be required to prepay an amount in excess of the HolderMaximum Debt Amount, and if the stockoutstanding balance of principal, securitiesinterest and other charges owing under the MBDA Loan on the Closing Date exceeds the Maximum Debt Amount, property and cash to which the Holder would Seller shall be entitled to upon exercise of this Warrantresponsible for prepaying such excess. 5.3 In case of any reclassification or change of (d) Seller may elect, by written notice to Purchaser at least 10 days prior to the Warrant Shares issuable upon exercise of this Warrant (other than a change in par value or from no par value Closing Date, to a specific par value, or as a result of a subdivision or combination, including any change in increase the shares into two or more classes or series of shares), or in the case of any consolidation or merger of another corporation into the Company Cash Consideration by an amount not to exceed [***] in which case the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) of the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount number of shares of stock Clearwire Stock issuable to Seller shall be reduced to be equal to the difference between [***] and other securities, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger by a holder the amount of the number of Shares for which this Warrant might have been exercised immediately prior to such reclassificationincrease in the Cash Consideration, change, consolidation or mergerdivided by [***]. 5.4 The above provisions of this paragraph 5 shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyances.

Adjustment. 5.1 In case prior to the expiration The number of shares of Common Stock for which this Warrant by exercise or by its terms ---------- may be exercised and the Exercise Price per share shall be adjusted in amount and number in accordance with the following: (a) If the Company shall issue any declare and pay on shares of its Common Stock as a stock dividend payable in shares of Common Stock or subdivide shall split the number of then outstanding shares of Common Stock into a greater number of shares by a stock split or a similar transaction, then, in either of such casesshares, the Exercise Price per share number of the Warrant Shares purchasable pursuant to shares of Common Stock for which this Warrant may be exercised, as in effect at the time of taking of a record for such action dividend or at the time of such stock split, shall be proportionately reduced increased and the number of Warrant Shares purchasable at that time Exercise Price per share shall be proportionately increased; anddecreased. Conversely, conversely, in the event 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 by a reverse split or similar transaction, then, in of Common Stock for which this Warrant may be exercised at the time of such case, 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 Warrant Shares purchasable pursuant to 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 changed into or exchanged for different securities of the 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 proportionately increased and entitled to receive upon exercise of the number Warrant at any time on or after the consummation of Warrant Shares purchaseable at that time shall be propotionately reduced. Any dividend paid or distributed upon the Common Stock Transaction, in stock lieu of any other class of securities convertible into the shares of Common Stock issuable upon such exercise prior to such consummation, the securities or 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 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 outstanding Common Stock (a "Stock Sale"), and if the holder of the Warrant so designates in a written notice given to the Company, the holder shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable upon conversion thereof. 5.2 In case of any consolidation or merger of the Company with or into another corporation (other than a merger or consolidation in which the Company is the surviving or the continuing corporation) or in the case of any sale or conveyance to another corporation or other entity of the property, assets or business of the Company as an entirety or substantially as an entirety, in any such case, the Company or such successor or purchasing corporation or entity, as the case may be, shall (i) execute with the Holder an agreement that the Holder shall have the right thereafter entitled to receive upon the exercise of the Warrant at any time on or after the kind and amount consummation of the Stock Sale in lieu of the shares and/or other of Common Stock issuable upon exercise prior to the consummation of the Stock Sale, the securities or other property to which he the holder would have owned or have been entitled if the holder had exercised this Warrant prior to receive the expiration of such purchase, tender or exchange offer and had accepted such offer (subject to adjustments from and after the happening consummation of such consolidationpurchase, merger, sale tender or conveyance had exchange offer as nearly equivalent as possible to the adjustments provided for in this Section 4). The Company will not effect any Transaction unless prior to the consummation thereof each corporation or entity (other than the Company) which may be required to deliver any securities or other property upon the exercise of the Warrant been exercised immediately prior as provided herein shall assume, by written instrument delivered to such action, (ii) make effective provision in its certificate of its incorporation or otherwise, if necessary, in order to effect such agreement, and (iii) set aside or reserve for the benefit of the Holderholder, the stock, securities, obligation to deliver to the holder such securities or other property and cash to which as in accordance with the Holder would foregoing provisions the holder may be entitled to upon exercise of this Warrant. 5.3 In case of any reclassification or change of the Warrant Shares issuable upon exercise of this Warrant (other than a change in par value or from no par value to a specific par value, or as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), or in the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) of the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger by a holder of the number of Shares for which this Warrant might have been exercised immediately prior to such reclassification, change, consolidation or merger. 5.4 receive. The above foregoing provisions of this paragraph 5 Section 4(d) shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyancesTransactions.

Adjustment. 5.1 In case a. If the Company at any time while this Debenture is outstanding, issues or sells (such issuance or sale a “Dilutive Issuance”) any shares of Common Stock for a consideration per share (the “New Issuance Price”) less than a price equal to the Conversion Price in effect immediately prior to such issue or sale (such price, the expiration of “Applicable Price”), then immediately after such Dilutive Issuance the Conversion Price in effect shall be reduced to an amount equal to the New Issuance Price. b. If the Company, at any time while this Warrant by exercise Debenture is outstanding, shall (a) pay a stock dividend or by its terms the Company shall issue any otherwise make a distribution or distributions on shares of its Common Stock as a stock dividend or any other equity or equity equivalent securities payable in shares of Common Stock, (b) subdivide the number of outstanding shares of Common Stock into a greater 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 stock split or a similar transaction, then, in either fraction of such cases, which the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant in effect at the time of such action numerator shall be proportionately reduced and the number of Warrant Shares purchasable at that time shall be proportionately increased; and, conversely, in the event the Company shall contract the number of outstanding shares of Common Stock by combining (excluding treasury shares, if any) outstanding before such shares into a smaller number event and of shares by a reverse split or similar transaction, then, in such case, which the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant denominator shall be proportionately increased and the number of Warrant Shares purchaseable at that time shall be propotionately reduced. Any dividend paid or distributed upon the Common Stock in stock of any other class of securities convertible into 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 treated as a dividend paid in increased, the Conversion Price will not be adjusted. c. If at any time while this Debenture is outstanding the 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 any class of Common Stock (the "Purchase Rights"), then the Holder will be entitled to acquire, upon the extent that terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock are issuable acquirable upon complete conversion thereof. 5.2 In case of this Debenture (without taking into account any consolidation limitations or merger restrictions on the convertibility of this Debenture) immediately before the Company with date on which a record is taken for the grant, issuance or into another corporation (other than a merger or consolidation in sale of such Purchase Rights, or, if no such record is taken, the date as of which the Company is record holders of Common Stock are to be determined for the surviving grant, issue or the continuing corporation) or in the case of any sale or conveyance to another corporation or other entity of the property, assets or business of the Company as an entirety or substantially as an entirety, in any such case, the Company or such successor or purchasing corporation or entity, as the case may be, shall (i) execute with the Holder an agreement that the Holder shall have the right thereafter to receive upon the exercise of the Warrant the kind and amount of shares and/or other securities or other property which he would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrant been exercised immediately prior to such action, (ii) make effective provision in its certificate of its incorporation or otherwise, if necessary, in order to effect such agreement, and (iii) set aside or reserve for the benefit of the Holder, the stock, securities, property and cash to which the Holder would be entitled to upon exercise of this WarrantPurchase Rights. 5.3 In case of any reclassification or change of the Warrant Shares issuable upon exercise of this Warrant (other than a change in par value or from no par value to a specific par value, or as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), or in the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) of the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger by a holder of the number of Shares for which this Warrant might have been exercised immediately prior to such reclassification, change, consolidation or merger. 5.4 The above provisions of this paragraph 5 shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyances.

Adjustment. 5.1 In case prior to the expiration 9.3.1 All Net Metals Royalty payments will be considered final and in full satisfaction of this 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 outstanding shares of Common Stock into a greater number of shares by a stock split or a similar transaction, then, in either of such cases, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant in effect at the time of such action shall be proportionately reduced and the number of Warrant Shares purchasable at that time shall be proportionately increased; and, conversely, in the event the Company shall contract the number of outstanding shares of Common Stock by combining such shares into a smaller number of shares by a reverse split or similar transaction, then, in such case, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant shall be proportionately increased and the number of Warrant Shares purchaseable at that time shall be propotionately reduced. Any dividend paid or distributed upon the Common Stock in stock of any other class of securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable upon conversion thereof. 5.2 In case of any consolidation or merger all obligations of the Company with or into another corporation (other than a merger or consolidation in which respect thereto, unless the Royalty Holder(s) gives the Company is written notice describing and setting forth a specific objection to the surviving or determination thereof within ninety (90) days after receipt by the continuing corporationRoyalty 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 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 the Company’s loss. The Royalty Holder(s) will pay all costs of such audit (but not any legal fees of Company) unless a deficiency of one percent (1%) or in the case of any sale or conveyance to another corporation or other entity more of the property, assets or business of amount due to the Royalty Holder is determined to exist and in such a deficiency case the Company as an entirety or substantially as an entirety, in any such case, the Company or such successor or purchasing corporation or entity, as the case may be, shall pay: (i) execute with to each Royalty Holder EUR 25,000 as liquidated damages in the Holder an agreement that the Holder shall have the right thereafter to receive upon the exercise of the Warrant the kind and amount of shares and/or other securities or other property which he would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrant been exercised immediately prior to such action, next quarterly Net Metals Royalty payment; (ii) make effective provision in its certificate of its incorporation or otherwise, if necessary, in order to effect such agreement, the Royalty Holder(s) reasonable legal costs; and (iii) set aside or reserve for all costs of such audit. Failure on the benefit part of the HolderRoyalty 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 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 stock, securities, property and cash to which Company shall pay the Holder would be entitled to upon exercise costs of this Warrant. 5.3 In case such audit regardless if deficiency of more than one percent (1%) is found. A copy of any reclassification or change of written communication to the Warrant Shares issuable upon exercise of this Warrant (other than a change in par value or from no par value Independent Auditor shall simultaneously be provided to a specific par value, or as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), or in the case of any consolidation or merger of another corporation into the Company in which and the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) of the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of sharesRoyalty Holder(s), Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger by a holder of the number of Shares for which this Warrant might have been exercised immediately prior to such reclassification, change, consolidation or merger. 5.4 The above provisions of this paragraph 5 shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyances.

Adjustment. 5.1 In case prior Notwithstanding anything set forth in the Agreement to the expiration contrary: 2.4.1 Seller, WPG and Primary Purchaser acknowledge that the Property Values include the value of this Warrant by exercise 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 by its terms the Company shall issue any shares of its Common Stock as a stock dividend or subdivide the number of outstanding shares of Common Stock into a greater number of shares by a stock split or a similar transactionReplacement Lease, then, in either and none of such cases, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant in effect at the time of such action costs shall be proportionately reduced borne by any Partnership Entity or Purchasers (and the number of Warrant Shares purchasable Primary Purchaser shall receive a credit for such costs at that time shall be proportionately increased; Closing and, converselyif 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 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 event the Company shall contract the number case of outstanding shares of Common Stock by combining such shares into a smaller number of shares by a reverse split or similar transaction, then, in such caserenewal (including an option), the Exercise Price per share of renewal has not been fully signed (or the Warrant Shares purchasable pursuant to this Warrant 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 proportionately increased 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 number of Warrant Shares purchaseable at that time Purchase Price shall be propotionately reduceddetermined after taking into account such reduction. Any dividend paid No such adjustment shall affect Primary Purchaser’s and WPG’s Percentage Interests. For purposes hereof, a lease, amendment, modification or distributed upon renewal (including an option exercise) shall not be considered executed and delivered, fully signed or unconditionally exercised, as applicable, if the Common Stock in stock of any other class of securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock tenant is granted an early termination right, rolling termination rights or termination rights for landlord’s failure to initially deliver the extent that shares of Common Stock are issuable upon conversion thereof. 5.2 In case of any consolidation or merger of the Company with or into another corporation leased premises under such lease (other than a merger customary option to terminate a lease, including, without limitation, a termination right upon the occurrence of a casualty or consolidation in which the Company is the surviving condemnation or the continuing corporation) or in the case of any sale or conveyance to another corporation or other entity of the propertya standard market gross sales-based termination right; provided, assets or business of the Company as an entirety or substantially as an entiretyhowever, in any such case, the Company or such successor or purchasing corporation or entity, as the case may be, shall (i) execute with the Holder an agreement that the Holder 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 thereafter to receive upon the exercise of the Warrant the kind and amount of shares and/or other securities or other property which he would have owned or have been entitled to receive after the happening of such consolidationreplace any Prospective Lease with a replacement lease (each, mergera “Replacement Lease”), sale or conveyance had the Warrant been exercised immediately prior to such action, (ii) make effective provision in its certificate of its incorporation or otherwise, if necessary, in order to effect such agreementprovided that any Replacement Lease shall be on comparable economic terms as, and (iii) set aside or reserve with a tenant of comparable quality as under, the applicable Prospective Lease, shall be consistent with the lease plan for the benefit applicable Property and shall be subject to the approval of the Holder, the stock, securities, property and cash Primary Purchaser (not to which the Holder would be entitled to upon exercise of this Warrantunreasonably withheld or delayed). 5.3 In case of any reclassification or change of the Warrant Shares issuable upon exercise of this Warrant (other than a change in par value or from no par value to a specific par value, or as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), or in the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) of the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger by a holder of the number of Shares for which this Warrant might have been exercised immediately prior to such reclassification, change, consolidation or merger. 5.4 The above provisions of this paragraph 5 shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyances.

Adjustment. 5.1 In case prior to (a) Upon each adjustment of the expiration Exercise Price, the holder of this Warrant shall thereafter be entitled to purchase, at the Exercise Price resulting from such adjustment, the number of shares obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment and dividing the product thereof by the exercise or by its terms price resulting from such adjustment, and rounding down to the Company shall issue any shares of its Common Stock as a stock dividend or subdivide nearest whole share. (b) If the number of outstanding shares of Common Stock into a greater number of shares is increased by a stock split split, stock dividend, or a other similar transaction, then, in either of such casesevent, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant exercise price in effect at the time of immediately prior to such action event shall be proportionately reduced reduced, and the number of Warrant Shares purchasable at that time shall be proportionately increased; and, conversely, in the event the Company shall contract if the number of outstanding shares of Common Stock by combining such shares into a smaller number of shares is decreased by a reverse split combination or reclassification of shares, or other similar transaction, then, in such caseevent, the Exercise Price per share of the Warrant Shares purchasable pursuant exercise price in effect immediately prior to this Warrant such event shall be proportionately increased and the number of Warrant Shares purchaseable at that time shall be propotionately reduced. Any dividend paid or distributed upon the Common Stock in stock of any other class of securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable upon conversion thereofincreased. 5.2 In case of any consolidation or merger of (c) If the Company shall effect a reorganization, shall merge with or consolidate into another corporation (other than a merger corporation, or consolidation in which the Company is the surviving shall sell, transfer or the continuing corporation) otherwise dispose of all or in the case substantially all of any sale or conveyance to another corporation or other entity of the its property, assets or business and, pursuant to the terms of such reorganization, merger, consolidation or disposition of assets, property or assets of the Company as an entirety or substantially as an entiretyCompany, in any such case, the Company or such successor or purchasing corporation transferee or entityan affiliate thereof or cash are to be received by or distributed to the holders of Common Stock, as then the case may be, shall (i) execute with the Holder an agreement that the Holder holder of this Warrant shall have the right thereafter to receive receive, upon the exercise of this Warrant, the Warrant the kind and amount number of shares and/or other securities of stock or other property which he would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrant been exercised immediately prior to such action, (ii) make effective provision in its certificate of its incorporation or otherwise, if necessary, in order to effect such agreement, and (iii) set aside or reserve for the benefit of the Holder, the stock, securities, property and cash to which the Holder would be entitled to upon exercise of this Warrant. 5.3 In case of any reclassification or change assets of the Warrant Shares issuable Company, successor, transferee or affiliate thereof or cash receivable upon exercise of this Warrant (other than a change in par value or from no par value to a specific par value, or as a result of a subdivision or combinationsuch reorganization, including any change in the shares into two or more classes or series of shares)merger, or in the case of any consolidation or merger disposition of another corporation into assets by a holder of the Company in number of shares of Common Stock equal to that to which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) of the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise holder of this Warrant solely upon the kind 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 amount of effect and the terms hereof shall be applicable to the shares of stock and other securities, property, assets and cash or combination thereof receivable upon the exercise of this Warrant after the consummation of such reclassificationreorganization, changeconsolidation, 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 a written instrument executed and mailed to the registered holder hereof at the last address of such holder appearing on the books of the number of Shares for which this Warrant might have been exercised immediately prior Company, (i) assume the obligation to deliver to such reclassificationholder such shares of stock, changesecurities or assets as, consolidation or merger. 5.4 The above provisions in accordance with the foregoing provisions, such holder may be entitled to purchase, and (ii) agree to be bound by all the terms of this paragraph 5 shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyancesWarrant.

Adjustment. 5.1 In case (a) On or prior to the expiration of this Warrant by exercise or by its terms fifth Business Day prior to the Company shall issue any shares of its Common Stock as a stock dividend or subdivide Closing Date, Tribune Parties shall: (i) determine the number of outstanding shares of Common Stock into a greater number of shares by a stock split or a similar transaction, then, in either of such cases, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant in effect at the time of such action shall be proportionately reduced Estimated Closing Working Capital and the number of Warrant Shares purchasable at that time shall be proportionately increasedEstimated Closing Debt; and, conversely, (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 Company Estimated Closing Debt, then Tribune will also identify the Excluded Accounts Receivable in the Preliminary Statement. The Preliminary Statement shall contract be prepared in accordance with the number definitions of outstanding shares of Common Stock by combining such shares into a smaller number of shares by a reverse split or similar transaction, then, Estimated Closing Working Capital and Estimated Closing Debt and the definitions included in such casedefinitions. (b) Within 90 days after the Closing Date, Cablevision Parties may, at their option, prepare and deliver to Tribune Parties a written statement (the Exercise Price per share “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 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 Warrant Shares purchasable pursuant to this Warrant Statement, Tribune Parties and their Representatives shall be proportionately increased permitted to review during normal business hours and make copies reasonably required of (i) the number working papers of Warrant Shares purchaseable at Cablevision Parties and, if relevant, their independent auditors relating to the preparation of the Statement (but only after Tribune Parties and their Representatives shall have provided to such independent auditors any customary indemnities and waivers that time such independent auditors shall be propotionately reducedrequest) and (ii) any supporting schedules, supporting analyses and other supporting documentation and underlying data relating to the preparation of the Statement. Any dividend paid or distributed The Statement shall become final and binding upon the Common Stock in stock of any other class of securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock parties on the thirtieth day following delivery thereof, except to the extent that shares Tribune Parties shall, at their option (and without any obligation to do so), give written notice of Common Stock 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 issuable mathematically correct and/or have been prepared in accordance with the 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 conversion thereofthe parties on the earlier of (I) the date Cablevision Parties and Tribune Parties resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (II) the date any disputed matters are finally resolved in writing by the Accounting Firm. 5.2 In case (c) During the 30-day period following the delivery of a Notice of Disagreement that complies with the preceding paragraph, Cablevision Parties and Tribune Parties shall seek in good faith to resolve in writing any consolidation or merger of differences which they may have with respect to the Company with or into another corporation (other than a merger or consolidation in which the Company is the surviving or the continuing corporation) or matters specified in the case Notice of any sale or conveyance Disagreement. During such period, Cablevision Parties and their independent auditors shall be permitted to another corporation or other entity review and make copies reasonably required of the property, assets or business of the Company as an entirety or substantially as an entirety, in any such case, the Company or such successor or purchasing corporation or entity, as the case may be, shall (i) execute with the Holder an agreement 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 Holder 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 thereafter to receive upon require the exercise of other to) within 10 Business Days following the Warrant the kind and amount of shares and/or other securities or other property which he would have owned or have been entitled to receive after the happening end of such consolidation30-day period, mergerengage Ernst & Young LLP (or, sale if Ernst & Young LLP is unable or conveyance had 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 Warrant been exercised immediately prior “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 1.5 and the definitions of Closing Working Capital and Closing Debt and the definitions included in such action, definitions; (ii) make effective provision limit its review to matters still in its certificate dispute as specifically set forth in the Notice of its incorporation or otherwise, if necessary, Disagreement (and only to the extent such matters are still in order to effect dispute following such agreement, and 30-day period); (iii) set aside or reserve for further limit its review solely to whether the benefit Statement has been prepared in accordance with this Section 1.5; and (iv) select as the Final Special Distribution Amount the calculation of the Holderparty 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 stockgreatest or lowest value, securitiesrespectively, property 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 cash 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 entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. Except as specified in the Holder would 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 1.5 shall be entitled to borne, in its entirety, by the party (either Tribune Parties or Cablevision Parties) whose calculation of the Final Special Distribution Amount (based upon exercise its calculation of this WarrantClosing 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. 5.3 In case (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 reclassification or change 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 Warrant Shares issuable upon exercise of this Warrant (other than a change in par value or from no par value to a specific par value, or as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), or in the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) of the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger by a holder of the actual number of Shares for which this Warrant might have been exercised immediately prior days elapsed and a 360-day year, from the Closing Date to such reclassificationthe date of actual payment, change, consolidation or mergercompounded annually. 5.4 The above provisions of this paragraph 5 shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyances.

Adjustment. 5.1 In case prior The initial conversion price shall be adjusted according to the expiration 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 this Warrant by exercise or by its terms 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 issue any shares be excluded); (ii) splits the outstanding securities of its Common Stock as the Company in order to increase the number of shares; or (iii) incorporates outstanding securities of the Company (including the form reverse to share split) to decrease the number of shares, the Conversion Price shall be multiplied by a stock dividend or subdivide 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 Common Stock into a greater number of shares by a stock split or a similar transactionthe Company), then, in either of such cases, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant in effect at the time of such action shall be proportionately reduced and the number of Warrant Shares purchasable at that time shall be proportionately increased; and, conversely, in the event the Company shall contract denominator is the number of outstanding shares of Common Stock by combining such shares into a smaller number of shares by a reverse split or similar transaction, then, in such case, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant shall be proportionately increased and the number of Warrant Shares purchaseable at that time shall be propotionately reduced. Any dividend paid or distributed upon the Common Stock in stock of any other class of securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable upon conversion thereof. 5.2 In case of any consolidation or merger of the Company with 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 another corporation effect immediate after such matters come into effect. (other than a merger b) Distribution of dividends in cash or consolidation in which allocations When the Bonds are outstanding, if the Company is distributes dividends or conducts allocations for the surviving or the continuing corporation) or in the case of any sale or conveyance to another corporation or other entity holders of the property, assets or business securities of the Company as an entirety 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 substantially as an entiretyallocations by a fraction, in whose (i) numerator is the Conversion Price effective at the said record date minus the cash amount to be distributed per security of the Company; and (ii) denominator is the 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 such casetime 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 or such successor or purchasing corporation or entityshall make a reserve, as the case may beso that when converting any Convertible Bonds, shall (i) execute with the Holder an agreement that the Holder shall have the right thereafter to receive upon the exercise of the Warrant the kind and amount of shares and/or other securities or other property which he would have owned or have been entitled to receive after the happening may obtain a certain number of such consolidation, merger, sale or conveyance had the Warrant been exercised immediately prior to such action, (ii) make effective provision in its certificate of its incorporation or otherwise, if necessary, in order to effect such agreement, and (iii) set aside or reserve for the benefit of the Holder, the stock, securities, property and cash to which the Holder would be entitled to upon exercise of this Warrant. 5.3 In case of any reclassification or change of the Warrant Shares issuable upon exercise of this Warrant (other than a change in par value or from no par value to a specific par value, or as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), or in the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) of the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, propertyexcept the ordinary shares to be allotted, cash or combination thereof receivable upon just as the Holder converts the Convertible Bonds into ordinary shares immediately before the allotment of such reclassificationother securities, change, consolidation or merger by a holder of the number of Shares for which this Warrant might have been exercised immediately prior shall be subject to such reclassification, change, consolidation or mergerany other adjustment hereunder. 5.4 The above provisions of this paragraph 5 shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyances.

Adjustment. 5.1 In case prior 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 expiration terms of this Warrant by exercise or by its terms the Stock Option Plans, the Company shall issue any shares of its Common cause each Existing Stock Option for which the consent specified in Section 2.04(a) has not been obtained as a stock dividend or subdivide the number of outstanding shares of Common Stock into a greater number of shares by a stock split or a similar transaction, then, in either of such cases, the Exercise Price per share of the Warrant Shares purchasable pursuant Effective Time (the “Continued Stock Options”) to this Warrant in effect be automatically converted at the time of such action shall be proportionately reduced and the number of Warrant Shares purchasable at that time shall be proportionately increased; andEffective Time, conversely, in the event the Company shall contract the number of outstanding shares of Common Stock by combining such shares into a smaller number of shares by a reverse split or similar transaction, then, in such case, the Exercise Price per share virtue of the Warrant Shares purchasable pursuant to this Warrant shall be proportionately increased Merger and without any further action on the number of Warrant Shares purchaseable at that time shall be propotionately reduced. Any dividend paid or distributed upon the Common Stock in stock of any other class of securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable upon conversion thereof. 5.2 In case of any consolidation or merger part of the Company with or into another corporation (other than a merger or consolidation in which the Company is the surviving or the continuing corporation) or in holder thereof, but subject to the case of any sale or conveyance to another corporation or other entity Cash-Out Right of the propertyholder thereof, assets or business into a right (each, an “Adjusted Award”) with respect to the greatest whole number of preferred shares of Parent (the Company as an entirety or substantially as an entirety, in any such case, “Parent Shares”) which is equal to the Company or such successor or purchasing corporation or entity, as the case may be, shall quotient of (i) execute with the Holder an agreement that the Holder shall have the right thereafter to receive upon the exercise product of the Warrant the kind and amount of shares and/or other securities or other property which he would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrant been exercised immediately prior to such action, (iix) make effective provision in its certificate of its incorporation or otherwise, if necessary, in order to effect such agreement, and (iii) set aside or reserve for the benefit of the Holder, the stock, securities, property and cash to which the Holder would be entitled to upon exercise of this Warrant. 5.3 In case of any reclassification or change of the Warrant Shares issuable upon exercise of this Warrant (other than a change in par value or from no par value to a specific par value, or as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), or in the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) of the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger by a holder of the number of Shares for which this Warrant might have been exercised covered by such Continued Stock Option immediately prior to the Effective Time, multiplied by (y) the Merger Consideration, expressed in Euros, converted using the Closing Date Exchange Rate, divided by (ii) the average of the 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 the Handelsblatt. Each such reclassificationAdjusted Award shall entitle the holder thereof to receive, changeon exercise of any portion of such Adjusted Award prior to its expiration and on the same terms and conditions, consolidation 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) required to be withheld by the Company or merger. 5.4 any of its Subsidiaries under any applicable law. The above provisions “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 Shares covered by such Continued Stock Option immediately prior to the Effective Time, divided by (ii) the number of Parent Shares covered by such Adjusted Award immediately following the Effective Time. For purposes of this paragraph 5 Section 2.04(b), the exercise price applicable under each Continued Stock Option and the Merger Consideration shall similarly apply be converted into Euros using the average of the exchange rates to successive reclassifications 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 changes of Shares and to successive consolidations, sales, leases or conveyances.published in the Handelsblatt. For purposes of

Adjustment. 5.1 In case (a) Within forty (40) days after the Closing Date, if the Closing Date occurs on a fiscal month-end of the Company, or as soon as reasonably practicable, and in any event within sixty (60) days after the Closing Date, if the Closing Date occurs on a date other than a fiscal month-end of the Company, Parent will prepare, or cause to be prepared, and deliver to the Seller an unaudited statement (the “Adjustment Statement”), which shall set forth Parent’s good faith calculation of each of the Company Transaction Costs, Company Cash, and the 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 converted to U.S. dollars using the average exchange rate to U.S. dollars for the Closing Date as reported by Bloomberg L.P. (b) Upon receipt from Parent, the Seller shall have forty (40) days to review the Adjustment Statement (the “Adjustment Review Period”). At the request of the Seller, Parent shall: (i) reasonably cooperate and assist, and shall cause its Subsidiaries, including the Second Surviving LLC, and each of their respective Representatives to reasonably cooperate and assist, the Seller and its Representatives in the review of the Adjustment Statement (including by requesting their respective accountants to deliver to the Seller and its Representatives copies of their work papers relating to the Second Surviving LLC); (provided, that customary confidentiality and hold harmless agreements relating to access to such working 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 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 expiration of this 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 outstanding shares of Common Stock into a greater number of shares by a stock split or a similar transaction, then, in either of such cases, the Exercise Price per share last day of the Warrant Shares purchasable pursuant Adjustment Review Period, deliver a written notice to this Warrant in effect at Parent (the time “Adjustment Notice of such action shall be proportionately reduced and Objection”) that sets forth the number of Warrant Shares purchasable at that time shall be proportionately increased; and, conversely, in the event the Company shall contract the number of outstanding shares of Common Stock by combining such shares into a smaller number of shares by a reverse split or similar transaction, then, in such case, the Exercise Price per share of the Warrant Shares purchasable pursuant Seller’s objections to this Warrant shall be proportionately increased and the number of Warrant Shares purchaseable at that time shall be propotionately reduced. Any dividend paid or distributed upon the Common Stock in stock of any other class of securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable upon conversion thereof. 5.2 In case of any consolidation or merger 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 or into another corporation (other than a merger or consolidation in which the Company is Seller disagrees and shall set forth the surviving or the continuing corporation) or in the case of any sale or conveyance to another corporation or other entity of the property, assets or business 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 Adjustment Statement to which the Seller does not object in the Adjustment Notice of Objection). (c) If the Seller does not deliver an entirety Adjustment Notice of 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 the underlying item of the Company Transaction Costs, Company Cash, and the Closing Indebtedness Amount, as applicable, and such calculation shall be final, conclusive and binding on the Parties. If the Seller delivers an Adjustment Notice of Objection to Parent within the Adjustment Review Period, Parent and the Seller shall, during the twenty (20) days following such delivery or substantially any mutually agreed extension thereof, use their good faith efforts to reach agreement on the disputed items and amounts in order to determine the amount of the disputed Company Transaction Costs, Company Cash, or the Closing Indebtedness Amount, as an entiretyapplicable. If, in 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 casefirm or individual, the “Independent Expert”). The Parties shall instruct the Independent Expert promptly to review this Section 2.11, 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 such successor or purchasing corporation or entitythe Closing Indebtedness Amount, as applicable, set forth in the case 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 benot 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) execute 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 Holder an agreement that the Holder shall have the right thereafter Seller to receive upon the exercise of the Warrant the kind and amount of shares and/or other securities Parent pursuant to Section 2.11(c); or other property which he would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrant been exercised immediately prior to such action, (ii) make effective provision 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 its certificate the absence of its incorporation or otherwise, if necessary, in order to effect such agreement, and (iii) set aside or reserve for the benefit of the Holder, the stock, securities, property and cash to which the Holder would be entitled to upon exercise of this Warrant. 5.3 In case of any reclassification or change of the Warrant Shares issuable upon exercise of this Warrant (other than a change in par value or from no par value to a specific par value, or as a result of a subdivision or combination, including any change determined in the shares into two or more classes or series of sharesIndependent Expert’s report delivered pursuant to Section 2.11(c), or in the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) of the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger by a holder of the number of Shares for which this Warrant might have been exercised immediately prior to such reclassification, change, consolidation or merger. 5.4 The above provisions of this paragraph 5 shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyances.

Adjustment. 5.1 In case prior (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 KPMG by the chief financial officer of KPMG, setting forth the value of the 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 its chief financial officer) setting forth any objections to the expiration 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 final and binding as the “Required Adjustment” and the “Valuation Date Report”, respectively, for purposes of this Warrant by exercise or by its terms Agreement, but shall not limit the Company shall issue any shares of its Common Stock as a stock dividend or subdivide the number of outstanding shares of Common Stock into a greater number of shares by a stock split or a similar transaction, then, in either of such cases, the Exercise Price per share covenants and agreements of the Warrant Shares purchasable pursuant 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 this Warrant in effect at resolve by written agreement (the time of such action shall be proportionately reduced and “Agreed Adjustments”) any differences as to the number of Warrant Shares purchasable at that time shall be proportionately increased; Preliminary Required Adjustment as set forth on the Preliminary Valuation Date Report and, conversely, in the event the Company shall contract the number of outstanding shares of Common Stock by combining KPMG and Consulting so resolve all such shares into a smaller number of shares by a reverse split or similar transaction, then, in such casedifferences, the Exercise Price per share Preliminary Required Adjustment and the Preliminary Valuation Date Report as adjusted by the Agreed Adjustments shall be 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 Warrant Shares purchasable Parties set forth elsewhere in this Agreement. (d) In the event any objections raised by 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 this Warrant Article XIII, shall be proportionately increased final and binding as the Required Adjustment and the number Valuation Date Report, respectively for purposes of Warrant Shares purchaseable at that time this Agreement but shall be propotionately reduced. Any dividend paid or distributed upon not limit the Common Stock in stock of any other class of securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable upon conversion thereof. 5.2 In case of any consolidation or merger covenants and agreements of the Company with or into another corporation (other than a merger or consolidation Parties set forth elsewhere in which the Company is the surviving or the continuing corporation) or in the case of any sale or conveyance to another corporation or other entity of the property, assets or business of the Company as an entirety or substantially as an entirety, in any such case, the Company or such successor or purchasing corporation or entity, as the case may be, shall (i) execute with the Holder an agreement that the Holder shall have the right thereafter to receive upon the exercise of the Warrant the kind and amount of shares and/or other securities or other property which he would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrant been exercised immediately prior to such action, (ii) make effective provision in its certificate of its incorporation or otherwise, if necessary, in order to effect such agreement, and (iii) set aside or reserve for the benefit of the Holder, the stock, securities, property and cash to which the Holder would be entitled to upon exercise of this WarrantAgreement. 5.3 In case of any reclassification or change of the Warrant Shares issuable upon exercise of this Warrant (other than a change in par value or from no par value to a specific par value, or as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), or in the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) of the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger by a holder of the number of Shares for which this Warrant might have been exercised immediately prior to such reclassification, change, consolidation or merger. 5.4 The above provisions of this paragraph 5 shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyances.

Adjustment. 5.1 (a) In case prior the event the Company, after the Date hereof, shall propose to the expiration of this Warrant by exercise consider or by its terms the Company shall issue any shares of its Common Stock as a stock dividend or subdivide the number of outstanding shares of Common Stock into a greater number of shares by a stock split or a similar transactionengage in an Adjustment Transaction, then, in either of each such casesevent, the Exercise Price per share Company shall mail to the Holder of the Warrant Shares purchasable pursuant to this Warrant in effect at the time notice of such action proposed action, which shall be proportionately reduced and specify the number date on which the stock transfer books of Warrant Shares purchasable at that time shall be proportionately increased; and, conversely, in the event the Company shall contract close, or a record shall be taken, for determining the number of outstanding shares holders of Common Stock by combining entitled to receive the benefit of such shares into a smaller number of shares by a reverse split Adjustment Transaction, or similar transaction, then, in such case, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant shall be proportionately increased and the number of Warrant Shares purchaseable at that time shall be propotionately reduced. Any dividend paid or distributed upon the Common Stock in stock of any other class of securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable upon conversion thereof. 5.2 In case of any consolidation or merger of the Company with or into another corporation (other than a merger or consolidation in date on which the Company is the surviving Adjustment Transaction shall take place or the continuing corporation) or in the case of any sale or conveyance to another corporation or other entity of the property, assets or business of the Company as an entirety or substantially as an entirety, in any such case, the Company or such successor or purchasing corporation or entitycommence, as the case may be, and the date as of which it is expected that holders of Common Stock of record shall (i) execute with the Holder an agreement that the Holder shall have the right thereafter be entitled to receive upon the exercise of the Warrant the kind and amount of shares and/or other 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 he would have owned or have been it is proposed that such action take place and twenty (20) days prior to any record date to determine holders of Common Stock entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrant been exercised immediately prior to such action, (ii) make effective provision in its certificate of its incorporation or otherwise, if necessary, in order to effect such agreement, and (iii) set aside or reserve for the benefit of the Holdersuch Adjustment Transaction. If an Adjustment Transaction occurs, the stockExercise Price shall be adjusted by the Company so as to fairly preserve, securitieswithout dilution, property the purchase rights represented by the Warrant in accordance with Section 5.01 and cash to which ------------ otherwise with the Holder would be entitled to upon exercise of this Warrant. 5.3 In case of any reclassification or change essential intent and purposes hereof. If the Holder(s) of the Warrant Shares issuable upon exercise disputes the adjustment of this Warrant the Exercise Price made by the Company and the parties cannot otherwise resolve the dispute promptly and in good faith, then the Company shall at its expense appoint a firm of independent public accountants of recognized national standing (other than a change in par value or from no par value which may be the regular auditors of the Company), which shall give their opinion as to a specific par valuethe adjustment, or if any, to be made to the Exercise Price as a the result of the relevant Adjustment Transaction. Upon receipt of such opinion, the Company shall promptly mail a subdivision copy thereof to the Holder(s) of the Warrant and shall make the adjustment described therein. An adjustment made pursuant to this Section 5.02(a) shall --------------- become effective immediately after the effective date of any such issue, sale, Dividend, subdivision, combination or combinationreclassification. Anything herein to the contrary notwithstanding, including the Company shall not be required to make any change in adjustment of the shares into two or more classes or series of shares), or Exercise Price in the case of any consolidation the issuance of shares of Common Stock upon the exercise in whole or merger part of another corporation into the Warrant. (b) Whenever the Exercise Price is adjusted as provided in this Section ------- 5.02, the Company in which 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 is (who may be the continuing corporation regular auditors of the Company) setting forth the Exercise Price, and in which there is the Exercise Quantity as so adjusted, the computation of such adjustment and a reclassification or change (including a change in brief statement of facts accounting for such adjustment, and will retain such certificate on file and mail to the right to receive cash or other propertyHolder(s) of the Shares (other than Warrant a change in the par value, or copy of such certificate from no par value to a specific par value or, as a result such firm of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger by a holder of the number of Shares for which this Warrant might have been exercised immediately prior to such reclassification, change, consolidation or mergerindependent public accountants. 5.4 The above provisions of this paragraph 5 shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyances.

Adjustment. 5.1 In case prior to the expiration event of this Warrant by exercise any subdivision or by its terms change or subdivisions or changes of the Company shall issue any shares of its Common Stock as a stock dividend or subdivide the number of outstanding shares of Common Stock of the Company at any time while this Warrant is outstanding into a greater number of shares by a stock split or a similar transaction, then, in either of such casesCommon Stock, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant in effect Company shall thereafter deliver at the time of such action shall be proportionately reduced and the number purchase of Warrant Shares purchasable at that time shall be proportionately increased; and, conversely, in the event the Company shall contract the number of outstanding shares of Common Stock by combining such shares into a smaller number of shares by a reverse split or similar transaction, thenunder this Warrant, in such case, the Exercise Price per share lieu of the Warrant Shares purchasable pursuant to this Warrant shall be proportionately increased and the number of Warrant Shares purchaseable at that time shall be propotionately reduced. Any dividend paid or distributed upon the Common Stock in stock of any other class of securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock respect of which the right to the extent that 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 shares for which this Warrant is exercisable and the time period for exercise are issuable upon conversion thereof. 5.2 subject to adjustment from time to time as follows: In case the event of any consolidation or merger consolidations of the shares of Common Stock of the Company with or at any time while this Warrant is outstanding into another corporation (other than a merger or consolidation lesser number of shares of Common Stock, the Company shall thereafter deliver, and the holder of this Warrant shall accept, 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 Company right to purchase is the surviving or the continuing corporation) or in the case then being exercised, such lesser number of any sale or conveyance to another corporation or other entity shares of the property, assets or business Common Stock of the Company as an entirety would result from such consolidation or substantially as an entirety, in consolidations had the right of purchase been exercised before such consolidation or consolidations. In the event of any such casereclassification 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 time of purchase of shares of Common Stock under this Warrant the number of shares of the Company of the appropriate class or such successor classes resulting from said reclassification or purchasing corporation or entity, reclassifications as the case may be, shall (i) execute with the Holder an agreement that the Holder shall have the right thereafter to receive upon the exercise of the Warrant the kind and amount of shares and/or other securities or other property which he holder would have owned or have been entitled to receive after in respect of purchase of shares of Common Stock in respect of which the happening right of such consolidation, merger, sale or conveyance purchase is then being exercised had the Warrant right of purchase been exercised immediately prior to before such action, (ii) make effective provision in its certificate of its incorporation or otherwise, if necessary, in order to effect such agreement, and (iii) set aside or reserve for the benefit of the Holder, the stock, securities, property and cash to which the Holder would be entitled to upon exercise of this Warrant. 5.3 In case of any reclassification or change of reclassifications. If the Warrant Shares issuable upon exercise of Company, at any time while this Warrant is outstanding, shall distribute any class of shares or rights, options or warrants (other than a change those referred to above) or evidence of indebtedness or property (excluding cash dividends paid in par value the ordinary course) to holders of shares of Common Stock of the Company, the number of shares to be issued by the Company under this Warrant shall, at the time of 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 from no par value other securities or property that the holder would have been entitled to a specific par value, or receive as a result of a subdivision or combinationsuch event if, including any change in on the shares into two or more classes or series of shares)record date thereof, or in the case of any consolidation or merger of another corporation into holder has been the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) of the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger by a registered holder of the number of Shares for shares of Common Stock 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 might 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 time of purchase of shares under this Warrant, in addition to the number of shares of 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 exercised immediately prior to 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 stock dividends. On the happening of each and every such reclassificationevent, change, consolidation or merger. 5.4 The above the applicable provisions of this paragraph 5 Warrant shall, ipso facto, be deemed to be amended accordingly and the Company shall similarly apply take all necessary action so as to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyancescomply with such provisions as so amended.

Adjustment. 5.1 In case prior to the expiration event of this Warrant by exercise an increase or by its terms decrease in the Company shall issue any number of shares of its Common Stock as resulting from a subdivision or consolidation of shares or the payment of a stock dividend or subdivide any other increase or decrease in the number of outstanding shares of Common Stock into a greater effected without receipt of consideration by the Company, the number of shares of Common Stock covered by a stock split or a similar transaction, then, in either of such cases, each outstanding option and the Exercise Price price per share thereof shall be equitably adjusted by the Board of the Warrant Shares purchasable Directors to reflect such change. Additional shares which may be credited pursuant to this Warrant in effect at the time of such action adjustment shall be proportionately reduced and subject to the number of Warrant Shares purchasable at that time shall be proportionately increased; and, converselysame 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 sale by the Company shall contract the number of outstanding shares substantially all of Common Stock by combining such shares into a smaller number of shares by a reverse split or similar transaction, then, in such case, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant shall be proportionately increased its assets and the number consequent discontinuance of Warrant Shares purchaseable at that time shall be propotionately reduced. Any dividend paid or distributed upon the Common Stock in stock of any other class of securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable upon conversion thereof. 5.2 In case of any consolidation or merger of the Company with or into another corporation (other than a merger or consolidation in which the Company is the surviving or the continuing corporation) its business or in the case event of any sale a merger, exchange, consolidation or conveyance to another corporation or other entity liquidation of the propertyCompany, assets or business the Board of Directors may in connection with the Board's adoption of the Company plan for sale, merger, exchange, consolidation or liquidation, provide for the complete termination of 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 an entirety of the date of adoption by the Board of such plan for sale, merger, exchange, consolidation or substantially liquidation; provided, however, that if Optionee holds options exercisable as an entiretyof the date of the Board's adoption of the plan for sale, in any such casemerger, the Company exchange, consolidation or such successor or purchasing corporation or entityliquidation, as the case may be, he shall be given either (i) execute with a reasonable time within which to exercise such exercisable portions of his Option prior to the Holder an agreement that the Holder shall have the right thereafter to receive upon the exercise of the Warrant the kind and amount of shares and/or other securities or other property which he would have owned or have been entitled to receive after the happening effectiveness of such consolidationsale, merger, sale exchange, consolidation or conveyance had the Warrant been exercised immediately prior to such actionliquidation, or (ii) make effective provision in its certificate of its incorporation or otherwise, if necessary, in order to effect such agreement, and (iii) set aside or reserve for the benefit of the Holder, the stock, securities, property and cash to which the Holder would be entitled to upon exercise of this Warrant. 5.3 In case of any reclassification or change of the Warrant Shares issuable upon exercise of this Warrant (other than a change in par value or from no par value to a specific par value, or as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), or in the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) of the Shares (other than a change in the par value, or from no par value exercise his Options as to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount an equivalent number of shares of stock and other securitiesof the corporation succeeding the Company by reason of such sale, propertymerger, cash or combination thereof receivable upon such reclassification, changeexchange, consolidation or merger by a holder liquidation. The grant of this option shall not limit in any way the right or power of the number of Shares for which this Warrant might have been exercised immediately prior Company to such reclassificationmake adjustments, changereclassifications, consolidation reorganizations or merger. 5.4 The above provisions of this paragraph 5 shall similarly apply to successive reclassifications and changes of Shares and its capital or business structure or to successive consolidationsmerge, salesexchange or consolidate or to dissolve, leases liquidate, sell or conveyancestransfer all or any part of its business or assets.

Adjustment. 5.1 In case prior to the expiration of this 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 outstanding shares of Common Stock into a greater number of shares by a stock split or a similar transaction, then, in either of such cases, the The Option Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant in effect at the time of such action shall be proportionately reduced 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 then unexercised portion thereof, by 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 time a dividend is declared upon the Common Shares payable in Common Shares (other than in lieu of dividends paid in the ordinary course), the number of Common Shares then subject to any Option shall be proportionately increased; andadjusted by adding to each such Common Share the number of Common Shares 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 Company or of another corporation, converselywhether 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 Article 16, in the event the Company shall contract the number or kind of outstanding shares Common Shares or of any securities in which such Common Stock by combining such shares into a smaller number of shares by a reverse split Shares shall have been changed or similar transactionfor which they shall have been exchanged, then, if the Board of Directors, in its sole discretion, determines that such casechange equitably requires an adjustment to be made in the number or kind of Common Shares subject to the Plan, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant an equitable adjustment shall be proportionately increased and the made in number of Warrant Shares purchaseable at that time shall be propotionately reduced. Any dividend paid or distributed upon the Common Stock in stock of any other class of securities convertible into shares kind of Common Stock shall Shares, such adjustment to be treated as a dividend paid in Common Stock reasonably determined by the Board of Directors and to the extent that shares of Common Stock are issuable upon conversion thereof. 5.2 be effective and binding for all purposes. In case of any consolidation or merger of the Company with or into another corporation (other than a merger or consolidation in which the Company is the surviving or the continuing corporation) or in the case of any sale such substitution or conveyance 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 another corporation such substitution or adjustment will be proportionately and appropriately varied, such variation shall generally require that the number of Common Shares or securities covered by the Option after the relevant event multiplied by the varied Option Exercise Price shall 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 Company distributes by way of a dividend, or otherwise, to all or substantially all holders of Common Shares, property, evidences of indebtedness or shares or other entity of the property, assets or business securities of the Company as an entirety (other than Common Shares) or substantially as an entiretyrights, in any such case, the Company options or such successor warrants to acquire Common Shares or purchasing corporation securities convertible into or entity, as the case may be, shall (i) execute with the Holder an agreement that the Holder shall have the right thereafter to receive upon the exercise of the Warrant the kind and amount of shares and/or exchangeable for Common Shares or other securities or property of the Company, other property which he would have owned or have been entitled to receive after than as a dividend in the happening ordinary course, then, if the Board of such consolidationDirectors, merger, sale or conveyance had the Warrant been exercised immediately prior to such action, (ii) make effective provision in its certificate sole discretion, determines that such action equitably requires an adjustment in the Option Exercise Price or number of its incorporation Common Shares subject to any Option, or otherwiseboth, if necessary, such adjustments shall be made by the Board of Directors and shall be effective and binding for all purposes. No adjustment or substitution provided for in order this Article 16 shall require the Company to effect such agreement, and (iii) set aside or reserve for the benefit of the Holder, the stock, securities, property and cash to which the Holder would be entitled to upon exercise of this Warrant. 5.3 In case issue a fractional share in respect of any reclassification Option and the total substitution or change of the Warrant Shares issuable upon exercise of this Warrant (other than a change in par value or from no par value adjustment with respect to a specific par value, or as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), or in the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) of the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder each Option shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger by a holder of the number of Shares for which this Warrant might have been exercised immediately prior to such reclassification, change, consolidation or mergerbe limited accordingly. 5.4 The above provisions of this paragraph 5 shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyances.

Adjustment. 5.1 In case prior to the expiration of this 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 outstanding shares of Common Stock into a greater The number of shares by a stock split or a similar transaction, then, in either of such cases, New Common Stock issuable upon the Exercise Price per share exercise of the each Warrant Shares purchasable pursuant to this Warrant in effect at the time of such action shall be proportionately reduced and the number of Warrant Shares purchasable at that subject to adjustment from time shall be proportionately increased; andto time upon certain events (each, conversely, in an "ADJUSTMENT EVENT") as follows: (a) In the event that Purina shall (i) declare and pay a dividend or make any other distribution with respect to the Company shall contract the number of outstanding New Common Stock in shares of New Common Stock, (ii) subdivide the outstanding New Common Stock, (iii) combine the outstanding New Common Stock by combining such shares into a smaller number of shares by or (iv) issue any shares of the New Common Stock in a reverse split reclassification of the New Common Stock (including any such reclassification in connection with a merger, consolidation or similar transaction, then, other business combination in such casewhich Purina is the continuing corporation), the Exercise Price number of shares of New Common Stock issuable upon the exercise of each Warrant immediately prior to an Adjustment Event shall be adjusted so that Koch ▇▇▇ll thereafter be entitled to receive the number of shares of New Common Stock that Koch ▇▇ 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 Warrant Shares purchasable 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 ▇▇▇ld 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 Adjustment Event. Notwithstanding anything to the contrary contained herein, the issuance of shares of New Common Stock or rights, options, warrants or securities convertible into or exchangeable for shares of New Common Stock to any officer, director or employee of Purina or any of its subsidiaries pursuant to this a benefit plan shall not constitute an Adjustment Event. (c) In the event that Purina shall distribute to all holders of shares of New Common Stock 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 shares of New Common Stock thereafter issuable upon the exercise of a Warrant shall be proportionately increased and determined by multiplying the number of Warrant Shares purchaseable at that time shall be propotionately reduced. Any dividend paid or distributed upon the Common Stock in stock of any other class of securities convertible into shares of Common Stock shall be treated as issuable upon exercise of a dividend paid in 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 record date used to determine the extent that shares holders entitled to such dividend or distribution and (ii) a denominator equal to such current market value per share less the then fair market value of 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 are issuable upon conversion thereofStock, 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 become effective retroactively immediately after the record date for the determination of stockholders entitled to receive such distribution. 5.2 (d) In case of any the event that Purina enters into a merger, consolidation or merger of the Company other business combination with or into another corporation (other than a merger corporation, or consolidation in which the Company is the surviving Purina sells or the continuing corporation) or in the case of any sale or conveyance to another corporation or other entity of the transfers its property, assets or and business of the Company substantially as an entirety or substantially as an entiretyto a successor corporation, then the New Common Stock is, in any such caseeffect, changed into a different kind or class of stock or other securities or property, in whole or in part, and Purina or the Company or such successor or purchasing corporation or entitycompany, as the case may be, shall (i) execute with the Holder an and deliver to Koch ▇ ▇upplemental agreement providing that the Holder shall Koch ▇▇▇ll have the right thereafter to receive under and upon the exercise of the each Warrant the kind and amount of shares and/or other securities or other property which he would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrant been exercised immediately prior to such action, (ii) make effective provision in its certificate of its incorporation or otherwise, if necessary, in order to effect such agreement, and (iii) set aside or reserve for the benefit of the Holder, the stock, securities, property and cash to which the Holder would be entitled to upon exercise of this Warrant. 5.3 In case of any reclassification or change of the Warrant Shares issuable upon exercise of this Warrant (other than a change in par value or from no par value to a specific par value, or as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), or in the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) of the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and or other securities, property, cash securities or combination thereof property receivable upon such reclassification, changemerger, consolidation or merger other business combination, or upon the dissolution following such sale or transfer, by a holder of the number of Shares for which this Warrant might have been exercised shares of New Common Stock of the successor company immediately prior to such reclassification, change, consolidation or merger. Such supplemental agreement shall provide for adjustments that are as equivalent as practicable to the adjustments provided for in this Section 8. 5.4 (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 Koch ▇▇▇er this Agreement, the number of shares of New Common Stock issuable upon the exercise of each Warrant shall be adjusted in such manner and at such time as the Board of Directors may determine, in good faith, to be equitable under the circumstances. (f) The above provisions certificate of any independent firm of public accounting of recognized standing, to be mutually agreed upon by Purina and Koch, ▇▇all be conclusive evidence that any calculation made pursuant to this paragraph 5 Section 8 is correct. The fees and expenses of such public accounting firm shall similarly apply to successive reclassifications be borne one-half (1/2) by Purina and changes of Shares and to successive consolidations, sales, leases or conveyances.one-half (1/2)

Adjustment. 5.1 In case case, prior to the expiration of this Warrant the Option by exercise or by its terms terms, the Company shall issue any shares of its Common Stock as a stock dividend or subdivide subdivides the number of outstanding shares of Common Stock into a greater number of shares by a stock split or a similar transactionshares, then, in either of such cases, the Exercise Price purchase price per share of the Warrant Shares purchasable pursuant to this Warrant issuable upon exercise of the Option in effect at the time of such action shall be proportionately reduced and the number of Warrant Shares purchasable at that time purchasable pursuant to the Option shall be proportionately increased; and, and conversely, in the event the Company shall contract the number of outstanding shares of Common Stock by combining such shares into a smaller number of shares by a reverse split or similar transactionshares, then, in such case, the Exercise Price purchase price per share of the Warrant Shares purchasable pursuant to this Warrant issuable upon exercise of the Option in effect at the time of such action shall be proportionately increased and the number of Warrant Shares purchaseable at that time purchasable pursuant to Option shall be propotionately reducedproportionately decreased. Any dividend paid In case, prior to the expiration of this Option by exercise or distributed upon by its terms, the Common Stock in stock 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 class corporation or corporations (any such corporation being included within the meaning of securities convertible into shares of Common Stock shall be treated as a dividend paid the term "successor corporation" in Common Stock to the extent that shares of Common Stock are issuable upon conversion thereof. 5.2 In case event of any consolidation or merger of any such corporation with, or the Company with sale of all or into substantially all of the property of any such corporation to, another corporation (other than or corporations), in exchange for stock or securities of a merger or consolidation in which successor corporation, and if the Company is not the surviving or the continuing corporation) or in the case of any sale or conveyance to another corporation or other entity of the property, assets or business of the Company as an entirety or substantially as an entirety, in any such caseCompany, the Company or such successor or purchasing corporation or entity, as the case may be, Optionee shall (i) execute with the Holder an agreement that the Holder shall thereafter have the right thereafter to receive 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 the Warrant the kind and amount of shares and/or other securities or other property which he would have owned or have been entitled to receive after the happening of such consolidationthis Option, merger, sale or conveyance had the Warrant been exercised immediately prior to such action, (ii) make effective provision in its certificate of its incorporation or otherwise, if necessary, in order to effect such agreement, and (iii) set aside or reserve for the benefit of the Holder, the stock, securities, property and cash to which the Holder would be entitled to upon exercise of this Warrant. 5.3 In case of any reclassification or change of the Warrant Shares issuable upon exercise of this Warrant (other than a change in par value or from no par value to a specific par value, or as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), or in the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) of the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash or combination thereof securities receivable upon such reclassificationconsolidation, change, consolidation merger or merger conveyance by a holder of the number of Shares for shares of Common Stock which this Warrant the Optionee might have been exercised purchased immediately prior to such reclassificationconsolidation, changemerger or conveyance. In the event of a sale of the Company, consolidation or mergerall options shall vest immediately prior to such sale and are exercisable by the Optionee at his election. 5.4 The above provisions of this paragraph 5 shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyances.

Adjustment. 5.1 In case prior to the expiration event of this Warrant by exercise any subdivision or by its terms change of the Company shall issue any shares Common Shares of its Common Stock as a stock dividend or subdivide the number of outstanding shares of Common Stock Media into a greater number of shares by a stock split Common Shares at any time prior to the exercise in whole or a similar transactionin part of the Option, thenMedia shall deliver, in either connection with any exercise of the Option occurring after the record date or effective date of such subdivision or change, such additional number of Common Shares as would have resulted from such subdivision or change if such exercise of the Option had occurred prior to the record date or effective date of such subdivision or change, and the Exercise Price per Common share shall be decreased proportionately. In the event of any consolidation or change of the Common Shares of Media into a lesser number of Common Shares at any time prior to the exercise in whole or in part of the Option, Media shall deliver, in connection with any exercise of the 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 proportionately. In the event of any reclassification of the shares of Media at any time prior to the exercise in whole or in part of the Option, Media shall deliver, in connection with any exercise of the Option occurring after the effective date of any such reclassification, such number and class of shares as would have resulted from such reclassification if such exercise of the Option had occurred prior to the effective date of such reclassification. In the event that Media proposes any reorganization, merger, dissolution or sale of all or substantially all its assets or proposes to amalgamate with one or more other corporations, it 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, 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 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 action which may result in any adjustment under the within provisions, then in any one or more of such cases, Media shall give to the Exercise Price per share holder at least 20 days' written notice of the Warrant Shares purchasable pursuant to this Warrant in effect at the time of such action shall be proportionately reduced and the number of Warrant Shares purchasable at that time shall be proportionately increased; and, conversely, in the event the Company shall contract the number of outstanding shares of Common Stock by combining such shares into a smaller number of shares by a reverse split record date or similar transaction, then, in such case, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant shall be proportionately increased and the number of Warrant Shares purchaseable at that time shall be propotionately reduced. Any dividend paid or distributed upon the Common Stock in stock of any other class of securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable upon conversion thereof. 5.2 In case of any consolidation or merger of the Company with or into another corporation (other than a merger or consolidation in which the Company is the surviving or the continuing corporation) or in the case of any sale or conveyance to another corporation or other entity of the property, assets or business of the Company as an entirety or substantially as an entirety, in any such case, the Company or such successor or purchasing corporation or entity, effective date as the case may be, shall (i) execute with the Holder an agreement that the Holder shall have the right thereafter to receive upon the exercise be of any of the Warrant the kind foregoing events. The adjustments provided for herein are cumulative and amount of shares and/or other securities shall apply (without duplication) to successive subdivisions, consolidations, distributions or other property which he would have owned or have been entitled events resulting in any adjustment under the within provisions, before the Expiry Time. Media shall not be required to receive after the happening of such consolidation, merger, sale or conveyance had the Warrant been exercised immediately prior to such action, (ii) make effective provision issue fractional Common Shares in its certificate satisfaction of its incorporation or otherwiseobligations hereunder, if necessary, in order to effect such agreement, and (iii) set aside or reserve for but rather shall issue the benefit of the Holder, the stock, securities, property and cash to which the Holder would be entitled to upon exercise of this Warrant. 5.3 In case of any reclassification or change of the Warrant Shares issuable upon exercise of this Warrant (other than a change in par value or from no par value to a specific par value, or as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), or in the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) of the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger by a holder of the nearest whole number of Shares for which this Warrant might have been exercised immediately prior to such reclassification, change, consolidation or mergerCommon Shares. 5.4 The above provisions of this paragraph 5 shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyances.

Adjustment. 5.1 In case prior to The number of shares of Common Stock purchasable upon the expiration exercise of this Warrant by exercise and the Exercise Price shall be subject to adjustment from time to time as provided in this Section 5: (1) In case the Corporation shall pay or by its terms make a dividend or other distribution on any class of capital stock of the Company Corporation in Common Stock (including the ten percent (10%) dividend payable in Common Stock on November 15, 1995) or shall issue any shares of its Common Stock as a pursuant to exercises of outstanding stock dividend or subdivide options, the number of shares of 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 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, 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. (2) In case outstanding shares of Common Stock shall be subdivided into a greater number of shares by a stock split or a similar transactionof Common Stock, then, in either of such cases, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant in effect at the time of such action shall be proportionately reduced and the number of shares of Common Stock purchasable upon exercise of this Warrant Shares purchasable at that time the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately increased; , and, conversely, in the event the Company shall contract the number of case outstanding shares of Common Stock by combining such shares shall each be combined into a smaller number of shares by a reverse split or similar transactionof Common Stock, then, in such case, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant shall be proportionately increased and the number of Warrant Shares purchaseable at that time shall be propotionately reduced. Any dividend paid or distributed upon the Common Stock in stock of any other class of securities convertible into 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 treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable upon conversion thereof. 5.2 In case of any consolidation proportionately decreased, such increase or merger of the Company with or into another corporation (other than a merger or consolidation in which the Company is the surviving or the continuing corporation) or in the case of any sale or conveyance to another corporation or other entity of the property, assets or business of the Company as an entirety or substantially as an entirety, in any such case, the Company or such successor or purchasing corporation or entitydecrease, 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. (i3) execute 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 immediately prior to such reclassification into the number or amount of securities and/or cash and/or other consideration outstanding immediately thereafter and the effective date of such 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 (2) above. (4) The Corporation may make such increases in the number of shares of Common Stock 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 recipients. (B) Whenever the number of shares of Common Stock purchasable upon exercise of this Warrant is adjusted as herein provided, the Exercise Price shall 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 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 no such notice shall be required in connection with the Holder an agreement that ten percent (10%) stock dividend payable on November 15, 1995 upon payment of which the Holder shall have the right thereafter to receive number of shares of Common Stock purchasable upon the exercise of the Warrant the kind and amount of shares and/or other securities or other property which he would have owned or have been entitled to receive after the happening of such consolidationshall automatically, merger, sale or conveyance had the Warrant been exercised immediately prior to such action, (ii) make effective provision in its certificate of its incorporation or otherwise, if necessary, in order to effect such agreement, and (iii) set aside or reserve for the benefit without any further action of the HolderHolder or the Corporation, be adjusted in accordance with the stock, securities, property and cash to which the Holder would be entitled to upon exercise of this Warrant. 5.3 In case of any reclassification or change of the Warrant Shares issuable upon exercise of this Warrant (other than a change in par value or from no par value to a specific par value, or as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), or in the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) of the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger by a holder of the number of Shares for which this Warrant might have been exercised immediately prior to such reclassification, change, consolidation or merger. 5.4 The above provisions of this paragraph 5 shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyancesSection 5(A)(1) hereof.

Adjustment. 5.1 In case prior to The number of Shares purchasable upon the expiration exercise of this Warrant by and the Exercise Price shall be subject to adjustment from time to time or upon exercise or by its terms as provided in this Section 4. 4.1 If, during the term of this Warrant, the Company shall issue any shares of its Common Stock as distribute a stock dividend or subdivide shares of capital stock to the holders of shares of Common Stock, the number of 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 shares of Common Stock outstanding at the close of business on the date fixed for the determination of stockholders entitled to receive such dividend or distribution (the "Original Outstanding Shares") and the numerator shall be (i) the Original Outstanding Shares plus (ii) the total number of 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 adjusted appropriately as described herein. For purposes of this Section 4.1, the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of 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 (i) the Original Outstanding Shares plus (ii) the total number of shares of Common Stock being issued or ---- distributed. 4.2 If, during the term of this Warrant, the outstanding shares of Common Stock shall be subdivided into a greater number of shares by a stock split or a similar transactionshares, then, in either of such cases, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant in effect at the time of such action shall be proportionately reduced and the number of Warrant Shares purchasable at that time shall be proportionately increased; and, conversely, in the event the Company shall contract the number upon exercise of outstanding shares of Common Stock by combining such shares into a smaller number of shares by a reverse split or similar transaction, then, in such case, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately increased and the number of Warrant Shares purchaseable at that time Exercise Price shall be propotionately reduced. Any dividend paid or distributed upon proportionately decreased, as appropriate, and, conversely, if the Common Stock in stock of any other class of securities convertible into outstanding shares of Common Stock shall each be treated combined into a smaller number of shares, the number of Shares 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 and the Exercise Price shall be proportionately increased, as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable upon conversion thereofappropriate. 5.2 4.3 Reorganization, Reclassification, Merger, Consolidation or Disposition ---------------------------------------------------------------------- of Assets --------- (a) In case of any consolidation or merger of the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (other than a merger or consolidation in which the Company is the surviving sell, transfer or the continuing corporation) otherwise dispose of all or in the case substantially all of any sale or conveyance to another corporation or other entity of the its property, assets or business to another corporation and pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, (i) shares of capital stock of the successor or acquiring corporation or of the Company as an entirety (if it is the surviving corporation) or substantially as an entirety(ii) any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in any such case, 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 or who are holders immediately prior to such successor or purchasing corporation or entitytransaction, then suitable lawful and enforceable provisions shall be made as the case may be, shall (i) execute with the Holder an agreement that part of such transaction whereby the Holder shall have the right thereafter to receive upon the exercise of the Warrant the kind and amount of shares and/or other securities or other property which he would have owned or have been entitled to receive after the happening of such consolidationreceive, merger, sale or conveyance had the Warrant been exercised immediately prior to such action, (ii) make effective provision in its certificate of its incorporation or otherwise, if necessary, in order to effect such agreement, and (iii) set aside or reserve for the benefit of the Holder, the stock, securities, property and cash to which the Holder would be entitled to upon exercise of this Warrant. 5.3 In case , the number of any reclassification or change shares of capital stock of the Warrant Shares issuable successor or acquiring corporation or of the Company, if it is the surviving corporation Other Property receivable upon exercise of this Warrant (other than a change in par value or from no par value to a specific par value, or as a result of a subdivision or combinationsuch reorganization, including any change in the shares into two or more classes or series of shares), or in the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) of the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash or combination thereof receivable upon such reclassification, changemerger, consolidation or merger disposition of assets by a holder of the number of Shares for which this Warrant might have been exercised is exercisable immediately prior to such event. (b) In case of any such reorganization, reclassification, changemerger, consolidation or disposition of assets, the successor or acquiring corporation shall expressly assume the due and punctual observance and performance of 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 Board of Directors of the Company) in order to provide for adjustments of shares of the Shares for which this Warrant is exercisable, which modifications shall be as nearly equivalent as practicable to the adjustments provided for in 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 first sentence of this Section 4.6(b). 5.4 (c) The above provisions of this paragraph 5 Section 4.6 shall similarly apply to successive reclassifications and changes reorganizations, reclassifications, mergers, consolidations or disposition of Shares and to successive consolidations, sales, leases or conveyancesassets.

Adjustment. 5.1 (a) In case prior the event the Company, after the Date hereof, shall propose to the expiration of this Warrant by exercise consider or by its terms the Company shall issue any shares of its Common Stock as a stock dividend or subdivide the number of outstanding shares of Common Stock into a greater number of shares by a stock split or a similar transactionengage in an Adjustment Transaction, then, in either of each such casesevent, the Exercise Price per share Company shall mail to the Holder of the Warrant Shares purchasable pursuant to this Warrant in effect at the time notice of such action proposed action, which shall be proportionately reduced and specify the number date on which the stock transfer books of Warrant Shares purchasable at that time shall be proportionately increased; and, conversely, in the event the Company shall contract close, or a record shall be taken, for determining the number of outstanding shares holders of Common Stock by combining entitled to receive the benefit of such shares into a smaller number of shares by a reverse split Adjustment Transaction, or similar transaction, then, in such case, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant shall be proportionately increased and the number of Warrant Shares purchaseable at that time shall be propotionately reduced. Any dividend paid or distributed upon the Common Stock in stock of any other class of securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable upon conversion thereof. 5.2 In case of any consolidation or merger of the Company with or into another corporation (other than a merger or consolidation in date on which the Company is the surviving Adjustment Transaction shall take place or the continuing corporation) or in the case of any sale or conveyance to another corporation or other entity of the property, assets or business of the Company as an entirety or substantially as an entirety, in any such case, the Company or such successor or purchasing corporation or entitycommence, as the case may be, and the date as of which it is expected that holders of Common Stock of record shall (i) execute with the Holder an agreement that the Holder shall have the right thereafter be entitled to receive upon the exercise of the Warrant the kind and amount of shares and/or other 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 he would have owned or have been it is proposed that such action take place and twenty (20) days prior to any record date to determine holders of Common Stock entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrant been exercised immediately prior to such action, (ii) make effective provision in its certificate of its incorporation or otherwise, if necessary, in order to effect such agreement, and (iii) set aside or reserve for the benefit of the Holdersuch Adjustment Transaction. If an Adjustment Transaction occurs, the stockExercise Price shall be adjusted by the Company so as to fairly preserve, securitieswithout dilution, property the purchase rights represented by the Warrant in accordance with SECTION 5.01 and cash to which otherwise with the Holder would be entitled to upon exercise of this Warrant. 5.3 In case of any reclassification or change essential intent and purposes hereof. If the Holder(s) of the Warrant Shares issuable upon exercise disputes the adjustment of this Warrant the Exercise Price made by the Company and the parties cannot otherwise resolve the dispute promptly and in good faith, then the Company shall at its expense appoint a firm of independent public accountants of recognized national standing (other than a change in par value or from no par value which may be the regular auditors of the Company), which shall give their opinion as to a specific par valuethe adjustment, or if any, to be made to the Exercise Price as a the result of a subdivision or combinationthe relevant Adjustment Transaction. Upon receipt of such opinion, including any change in the shares into two or more classes or series of shares), or in the case of any consolidation or merger of another corporation into the Company in which shall promptly mail a copy thereof to the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other propertyHolder(s) of the Shares (other than a change in Warrant and shall make the par valueadjustment described therein. An adjustment made pursuant to this SECTION 5.02(A)DIATELY AFTER THE EFFECTIVE DATE OF ANY SUCH ISSUE, or from no par value to a specific par value orSALE, as a result of a subdivision or combinationDIVIDEND, including any change in the shares into two or more classes or series of shares)SUBDIVISION, Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securitiesCOMBINATION OR RECLASSIFICATION. ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger by a holder of the number of Shares for which this Warrant might have been exercised immediately prior to such reclassification, change, consolidation or mergerTHE 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. 5.4 The above provisions of this paragraph 5 shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyances.

Adjustment. 5.1 In case Each Right held of record prior to the expiration such adjustment of this 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 outstanding shares of Common Stock into a greater Rights shall become that number of shares Rights (calculated to the nearest one-ten-thousandth) obtained by dividing the Purchase Price in effect immediately prior to adjustment of the Purchase Price by the Purchase Price in effect immediately after adjustment of the Purchase Price. The Company shall make a stock split or a similar transactionpublic announcement of its election to adjust the number of Rights, thenindicating the record date for the adjustment, in either of such casesand, if known at the time, the Exercise Price per share amount of the Warrant Shares purchasable adjustment to be made. This record date may be the date on which the Purchase Price is adjusted or any day thereafter, but, if the 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 Rights pursuant to this Warrant in effect at the time of such action shall be proportionately reduced and the number of Warrant Shares purchasable at that time shall be proportionately increased; and, conversely, in the event the Company shall contract the number of outstanding shares of Common Stock by combining such shares into a smaller number of shares by a reverse split or similar transaction, then, in such case, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant shall be proportionately increased and the number of Warrant Shares purchaseable at that time shall be propotionately reduced. Any dividend paid or distributed upon the Common Stock in stock of any other class of securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable upon conversion thereof. 5.2 In case of any consolidation or merger of the Company with or into another corporation (other than a merger or consolidation in which the Company is the surviving or the continuing corporation) or in the case of any sale or conveyance to another corporation or other entity of the property, assets or business of the Company as an entirety or substantially as an entirety, in any such caseSection 11(h), the Company or such successor or purchasing corporation or entityshall, as the case may bepromptly as practicable, shall (i) execute with the Holder an agreement that the Holder shall have the right thereafter cause to receive upon the exercise be distributed to holders of the Warrant the kind and amount record of shares and/or other securities or other property which he would have owned or have been entitled Rights Certificates on such record date Rights Certificates evidencing, subject to receive after the happening of such consolidation, merger, sale or conveyance had the Warrant been exercised immediately prior to such action, (ii) make effective provision in its certificate of its incorporation or otherwise, if necessary, in order to effect such agreement, and (iii) set aside or reserve for the benefit of the HolderSection 14 hereof, the stock, securities, property and cash additional Rights to which the Holder would such holders shall be entitled to upon exercise of this Warrant. 5.3 In case of any reclassification or change of the Warrant Shares issuable upon exercise of this Warrant (other than a change in par value or from no par value to a specific par value, or as a result of a subdivision or combinationsuch adjustment, including any change or, at the option of the Company, shall cause to be distributed to such holders of record in substitution and replacement for the Rights Certificates held by such holders prior to the date of adjustment, and upon surrender thereof, if required by the Company, 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 shares into two or more classes or series manner provided for herein (and may bear, at the option of shares)the Company, or the adjusted Purchase Price) and shall be registered in the case names of any consolidation or merger the holders of another corporation into record of Rights Certificates on the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change record date specified in the right to receive cash or other property) of the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger by a holder of the number of Shares for which this Warrant might have been exercised immediately prior to such reclassification, change, consolidation or mergerpublic announcement. 5.4 The above provisions of this paragraph 5 shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyances.

Adjustment. 5.1 In case prior to The annual cost statement shall include a statement of Landlord's actual Operating and Building Expenses for the expiration of this Warrant by exercise previous year adjusted as provided in Sections 4c and 4d. If the annual cost statement reveals that Tenant paid more for Operating and Building Expenses than the actual Excess Operating and Building Expenses in the year for which such statement was prepared, then Landlord shall credit against the next Operating and Building Expenses payment due or by its terms reimburse Tenant for such excess; likewise, if Tenant paid less than the Company actual Excess Operating and Building Expenses, then Tenant shall issue any shares of its Common Stock as a stock dividend or subdivide the number of outstanding shares of Common Stock into a greater number of shares by a stock split or a similar transaction, then, in either pay Landlord such deficiency within sixty (60) days after delivery of such casesannual cost statement. Within sixty (60) days after the receipt of Landlord's annual cost statement, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant in effect at the time of such action shall be proportionately reduced and the number of Warrant Shares purchasable at that time shall be proportionately increased; and, conversely, in the event the Company shall contract the number of outstanding shares of Common Stock by combining such shares into a smaller number of shares by a reverse split or similar transaction, then, in such case, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant shall be proportionately increased and the number of Warrant Shares purchaseable at that time shall be propotionately reduced. Any dividend paid or distributed upon the Common Stock in stock of any other class of securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable upon conversion thereof. 5.2 In case of any consolidation or merger of the Company with or into another corporation (other than a merger or consolidation in which the Company is the surviving or the continuing corporation) or in the case of any sale or conveyance to another corporation or other entity of the property, assets or business of the Company as an entirety or substantially as an entirety, in any such case, the Company or such successor or purchasing corporation or entity, as the case may be, shall (i) execute with the Holder an agreement that the Holder Tenant shall have the right thereafter to receive upon the exercise request copies of a statement of "Operating and Building Expenses of the Warrant Building" prepared by the kind Landlord in accordance with a method of accounting consistently applied from year to year, which shall be supplied to the Tenant within a reasonable time after Tenant's written request, but no such request shall extend the time for payment as set forth herein. Unless Tenant asserts specific error(s) within thirty (30) days after Landlord has complied with Tenant's request, the statement submitted by Landlord shall be deemed to be correct. Provided Tenant timely asserts such specific errors, and amount is current in obligations to Landlord for the payment of shares and/or other securities or other property which he would have owned or have been entitled all sums due to receive after the happening of such consolidationLandlord as Rent under this Lease, merger, sale or conveyance had the Warrant been exercised immediately prior to such action, (ii) make effective provision and has not otherwise defaulted in its certificate of its incorporation or otherwiseobligations to Landlord under this Lease, if necessary, in order to effect such agreement, and (iii) set aside or reserve for the benefit of the Holder, the stock, securities, property and cash to which the Holder would be entitled to upon exercise of this Warrant. 5.3 In case of any reclassification or change of the Warrant Shares issuable upon exercise of this Warrant (other than a change in par value or from no par value to a specific par value, or as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), or in the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) of the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder Tenant shall have the right thereafter right, exercisable no more than once per Lease Year, to receive upon exercise of this Warrant solely cause Landlord's books and records showing Taxes and Operating Expenses for the kind and amount of shares of stock and other securities, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger prior Lease Year to be examined by a holder Certified Public Accountant, engaged by Tenant, upon no less than thirty (30) days prior written notice and during normal business hours at any time within one hundred and eighty (180) days following the expiration of the number prior Lease Year. No such Certified Public Accountant may be engaged on a contingent fee basis. Such examination shall, at Landlord's option, occur at the offices of Shares for which this Warrant might the Landlord's management agent, and shall not take more than thirty (30) days to complete. Any information obtained by Tenant from such examination will be treated as confidential unless and until such information has been publicly disclosed by Landlord; provided, however, that nothing herein contained shall limit or impair the right or obligation of Tenant to disclose such information when required to do so by law or to appropriate regulatory authorities having jurisdiction over its affairs, or to use the same in connection with the enforcement of the terms and conditions of the Lease. As a condition of such examination, Landlord may require any party reviewing or having access to Landlord's records to execute and deliver to Landlord a confidentiality agreement in a form reasonably satisfactory to Landlord. In the event that such examination reveals that Building or Operating Expenses have been exercised immediately prior overstated by five percent (5%) or more, Landlord shall afford a credit to Tenant against the next monthly payments of estimated Operating Costs due as contemplated by this Paragraph 4(e) for any overpayments previously made by Tenant; similarly, if such reclassificationexamination reveals that Operating or Building Expenses for any Lease Year have been understated, changeTenant shall pay to Landlord, consolidation or mergerwithin thirty (30) days of completion of such examination, the amount by which Operating Expenses and/or Building Expenses have been understated. 5.4 The above provisions of this paragraph 5 shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyances.

Adjustment. 5.1 In case prior (a) Not later than five (5) business days before Closing, the Majority Shareholder shall deliver to Radio One a statement (the "Preliminary Adjustment Statement") that sets forth a good faith estimate of the 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 accompanied by a good faith, estimated balance sheet of the ▇▇▇▇▇ 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 the expiration 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 Warrant by exercise or by its terms Agreement. (c) If the Company Majority Shareholder disputes any item in the Final Adjustment Statement, the Majority Shareholder shall issue 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 shares such dispute within such time, then the Final Adjustment Statement shall be deemed to be final and binding on the parties. In the event of its Common Stock such 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 a stock dividend or subdivide promptly as practicable but in any event within twenty (20) business days, resolve the disputed items and report to the parties, and such report shall have the effect of an arbitral award and shall be final and binding on the parties. The fees and disbursements of the Independent Accounting Firm shall be allocated between the parties in the same proportion as the award of the 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 parties shall make appropriate settlement thereof. In any such settlement, the number of outstanding shares of Common Stock into a greater number of shares Radio One stock subject to settlement shall be determined by a stock split or a similar transaction, then, in either of such cases, dividing the Exercise Price per share amount of the Warrant Shares purchasable pursuant to this Warrant in effect at settlement by the time of such action shall be proportionately reduced and the number of Warrant Shares purchasable at that time shall be proportionately increased; and, conversely, in the event the Company shall contract the number of outstanding shares of Common Stock by combining such shares into a smaller number of shares by a reverse split or similar transaction, then, in such case, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant shall be proportionately increased and the number of Warrant Shares purchaseable at that time shall be propotionately reduced. Any dividend paid or distributed upon the Common Stock in stock of any other class of securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable upon conversion thereofClosing Price. 5.2 In case of any consolidation or merger of the Company with or into another corporation (other than a merger or consolidation in which the Company is the surviving or the continuing corporation) or in the case of any sale or conveyance to another corporation or other entity of the property, assets or business of the Company as an entirety or substantially as an entirety, in any such case, the Company or such successor or purchasing corporation or entity, as the case may be, shall (i) execute with the Holder an agreement that the Holder shall have the right thereafter to receive upon the exercise of the Warrant the kind and amount of shares and/or other securities or other property which he would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrant been exercised immediately prior to such action, (ii) make effective provision in its certificate of its incorporation or otherwise, if necessary, in order to effect such agreement, and (iii) set aside or reserve for the benefit of the Holder, the stock, securities, property and cash to which the Holder would be entitled to upon exercise of this Warrant. 5.3 In case of any reclassification or change of the Warrant Shares issuable upon exercise of this Warrant (other than a change in par value or from no par value to a specific par value, or as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), or in the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) of the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger by a holder of the number of Shares for which this Warrant might have been exercised immediately prior to such reclassification, change, consolidation or merger. 5.4 The above provisions of this paragraph 5 shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyances.

Adjustment. 5.1 In case prior to (a) Upon each adjustment of the expiration exercise price, the holder of this Warrant shall thereafter be entitled to purchase, at the exercise price resulting from such adjustment, the number of shares obtained by multiplying the exercise or price in effect immediately prior to such adjustment by its terms the Company shall issue any number of shares of its Common Stock as a stock dividend or subdivide purchasable pursuant hereto immediately prior to such adjustment and dividing the product thereof by the exercise price resulting from such adjustment, and rounding down to the nearest whole share. (b) If the number of outstanding shares of Common Stock into a greater number of shares is increased by a stock split split, stock dividend, or a other similar transaction, then, in either of such casesevent, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant exercise price in effect at the time of immediately prior to such action event shall be proportionately reduced reduced, and the number of Warrant Shares purchasable at that time shall be proportionately increased; and, conversely, in the event the Company shall contract if the number of outstanding shares of Common Stock by combining such shares into a smaller number of shares is decreased by a reverse split combination or reclassification of shares, or other similar transaction, then, in such caseevent, the Exercise Price per share of the Warrant Shares purchasable pursuant exercise price in effect immediately prior to this Warrant such event shall be proportionately increased and the number of Warrant Shares purchaseable at that time shall be propotionately reduced. Any dividend paid or distributed upon the Common Stock in stock of any other class of securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable upon conversion thereofincreased. 5.2 In case of any consolidation or merger of (c) If the Company shall effect a reorganization, shall merge with or consolidate into another corporation (other than a merger corporation, or consolidation in which the Company is the surviving shall sell, transfer or the continuing corporation) otherwise dispose of all or in the case substantially all of any sale or conveyance to another corporation or other entity of the its property, assets or business and, pursuant to the terms of such reorganization, merger, consolidation or disposition of assets, property or assets of the Company as an entirety or substantially as an entiretyCompany, in any such case, the Company or such successor or purchasing corporation transferee or entityan affiliate thereof or cash are to be received by or distributed to the holders of Common Stock, as then the case may be, shall (i) execute with the Holder an agreement that the Holder holder of this Warrant shall have the right thereafter to receive receive, upon the exercise of this Warrant, the Warrant the kind and amount number of shares and/or other securities of stock or other property which he would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrant been exercised immediately prior to such action, (ii) make effective provision in its certificate of its incorporation or otherwise, if necessary, in order to effect such agreement, and (iii) set aside or reserve for the benefit of the Holder, the stock, securities, property and cash to which the Holder would be entitled to upon exercise of this Warrant. 5.3 In case of any reclassification or change assets of the Warrant Shares issuable Company, successor, transferee or affiliate thereof or cash receivable upon exercise of this Warrant (other than a change in par value or from no par value to a specific par value, or as a result of a subdivision or combinationsuch reorganization, including any change in the shares into two or more classes or series of shares)merger, or in the case of any consolidation or merger disposition of another corporation into assets by a holder of the Company in number of shares of Common Stock equal to that to which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) of the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise holder of this Warrant solely upon the kind 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 amount of effect and the terms hereof shall be applicable to the shares of stock and other securities, property, assets and cash or combination thereof receivable upon the exercise of this Warrant after the consummation of such reclassificationreorganization, changeconsolidation, 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 a written instrument executed and mailed to the registered holder hereof at the last address of such holder appearing on the books of the number of Shares for which this Warrant might have been exercised immediately prior Company, (i) assume the obligation to deliver to such reclassificationholder such shares of stock, changesecurities or assets as, consolidation or merger. 5.4 The above provisions in accordance with the foregoing provisions, such holder may be entitled to purchase, and (ii) agree to be bound by all the terms of this paragraph 5 shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyancesWarrant.

Adjustment. 5.1 In case prior (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 KPMG by the chief financial officer of KPMG, setting forth the value of the 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 its chief financial officer) setting forth any objections to the expiration 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 final and binding as the "Required Adjustment" and the "Valuation Date Report", respectively, for purposes of this Warrant by exercise or by its terms Agreement, but shall not limit the Company shall issue any shares of its Common Stock as a stock dividend or subdivide the number of outstanding shares of Common Stock into a greater number of shares by a stock split or a similar transaction, then, in either of such cases, the Exercise Price per share covenants and agreements of the Warrant Shares purchasable pursuant 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 this Warrant in effect at resolve by written agreement (the time of such action shall be proportionately reduced and "Agreed Adjustments") any differences as to the number of Warrant Shares purchasable at that time shall be proportionately increased; Preliminary Required Adjustment as set forth on the Preliminary Valuation Date Report and, conversely, in the event the Company shall contract the number of outstanding shares of Common Stock by combining KPMG and Consulting so resolve all such shares into a smaller number of shares by a reverse split or similar transaction, then, in such casedifferences, the Exercise Price per share Preliminary Required Adjustment and the Preliminary Valuation Date Report as adjusted by the Agreed Adjustments shall be 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 Warrant Shares purchasable Parties set forth elsewhere in this Agreement. (d) In the event any objections raised by 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 this Warrant Article XIII, shall be proportionately increased final and binding as the Required Adjustment and the number Valuation Date Report, respectively for purposes of Warrant Shares purchaseable at that time this Agreement but shall be propotionately reduced. Any dividend paid or distributed upon not limit the Common Stock in stock of any other class of securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable upon conversion thereof. 5.2 In case of any consolidation or merger covenants and agreements of the Company with or into another corporation (other than a merger or consolidation Parties set forth elsewhere in which the Company is the surviving or the continuing corporation) or in the case of any sale or conveyance to another corporation or other entity of the property, assets or business of the Company as an entirety or substantially as an entirety, in any such case, the Company or such successor or purchasing corporation or entity, as the case may be, shall (i) execute with the Holder an agreement that the Holder shall have the right thereafter to receive upon the exercise of the Warrant the kind and amount of shares and/or other securities or other property which he would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrant been exercised immediately prior to such action, (ii) make effective provision in its certificate of its incorporation or otherwise, if necessary, in order to effect such agreement, and (iii) set aside or reserve for the benefit of the Holder, the stock, securities, property and cash to which the Holder would be entitled to upon exercise of this WarrantAgreement. 5.3 In case of any reclassification or change of the Warrant Shares issuable upon exercise of this Warrant (other than a change in par value or from no par value to a specific par value, or as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), or in the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) of the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger by a holder of the number of Shares for which this Warrant might have been exercised immediately prior to such reclassification, change, consolidation or merger. 5.4 The above provisions of this paragraph 5 shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyances.

Adjustment. 5.1 In case prior to the expiration of this 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 outstanding shares of Common Stock into a greater (a) The number of shares by a stock split or a similar transaction, then, in either of such cases, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant in effect Clearwire Stock issuable at the time of such action Closing shall be proportionately reduced and the number of Warrant Shares purchasable at that time shall be proportionately increased; and, conversely, in the event the Company shall contract the number of outstanding shares of Common Stock by combining such shares into a smaller number of shares by a reverse split or similar transaction, then, in such case, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant shall be proportionately increased and the number of Warrant Shares purchaseable at that time shall be propotionately reduced. Any dividend paid or distributed upon the Common Stock in stock of any other class of securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable upon conversion thereof. 5.2 In case of any consolidation or merger of the Company with or into another corporation (other than a merger or consolidation in which the Company is the surviving or the continuing corporation) or in the case of any sale or conveyance to another corporation or other entity of the property, assets or business of the Company as an entirety or substantially as an entirety, in any such case, the Company or such successor or purchasing corporation or entity, as the case may be, shall (i) execute with the Holder an agreement that the Holder shall have the right thereafter to receive upon the exercise of the Warrant the kind and amount of shares and/or other securities or other property which he would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrant been exercised immediately prior to such action, (ii) make effective provision in its certificate of its incorporation or otherwiseadjusted, if necessary, to account for any stock split, cash dividend, stock dividend, or other recapitalization in order respect of Clearwire's issued and outstanding stock between the Effective Date and the Closing. (b) If the MBDA Loan is not prepaid as described in paragraph (c) below, and if the outstanding balance of principal, interest and other charges owing under the MBDA Loan on the Closing Date exceeds the sum of [***] plus the Approved Capital Expenditures, the amount of the Cash Consideration shall be reduced by the amount of such excess. If the MBDA Loan is not prepaid as described in paragraph (c) below, and if the outstanding balance of principal, interest and other charges owing under the MBDA Loan (less any Approved Capital Expenditures) is less than [***] the amount of the Cash Consideration shall be increased by the amount of such deficiency. (c) Purchaser acknowledges that the consent of MBDA is required for the assignment and assumption of the MBDA Loan. If MBDA refuses to effect consent to such agreementassignment and assumption, imposes conditions on such consent that are unacceptable to Purchaser acting reasonably, or refuses to release Seller and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ from all of their obligations in connection with the MBDA Loan, Purchaser shall, on the terms and subject to the conditions set forth in this Agreement, cause the MBDA Loan to be prepaid contemporaneously with Closing; provided that (i) one-half the amount of any prepayment penalty assessed by MBDA in connection with such prepayment shall be deducted from the Cash Consideration; (ii) if the outstanding balance of principal, interest and other charges owing under the MBDA Loan on the Closing Date exceeds the sum of $6,300,000 plus the Approved Capital Expenditures, the amount of the Cash Consideration shall be reduced by the amount of such excess; and (iii) set aside or reserve for the benefit in no event shall Purchaser be required to prepay an amount in excess of the HolderMaximum Debt Amount, and if the stockoutstanding balance of principal, securitiesinterest and other charges owing under the MBDA Loan on the Closing Date exceeds the Maximum Debt Amount, property and cash Seller shall be responsible for prepaying such excess. [*** Confidential Treatment Requested] (d) Seller may elect, by written notice to which Purchaser at least 10 days prior to the Holder would be entitled Closing Date, to upon exercise of this Warrant. 5.3 In case of any reclassification or change of increase the Warrant Shares issuable upon exercise of this Warrant (other than a change in par value or from no par value Cash Consideration by an amount not to a specific par value, or as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), or in the case of any consolidation or merger of another corporation into the Company exceed [***] in which case the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) of the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount number of shares of stock Clearwire Stock issuable to Seller shall be reduced to be equal to the difference between [***] and other securities, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger by a holder the amount of the number of Shares for which this Warrant might have been exercised immediately prior to such reclassificationincrease in the Cash Consideration, change, consolidation or mergerdivided by [***]. 5.4 The above provisions of this paragraph 5 shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyances.

Adjustment. 5.1 In case prior to The number of Convertible Preferred B Shares (and the expiration number of Ordinary Shares issuable upon conversion thereof) purchasable upon the exercise of this Warrant by and the Exercise Price shall be subject to adjustment from time to time or upon exercise or by its terms as provided in this paragraph 4. 4.1. If, during the term of this Warrant, the Company shall issue any shares of its Common Stock as distribute a stock dividend or subdivide 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 Common Stock bonus shares, such increase to become effective immediately after the opening of business on the date following such distribution, and upon the happening of such an event the Exercise Price shall be adjusted appropriately. 4.2. If, during the term of this Warrant, the outstanding Convertible Preferred B Shares shall be subdivided into a greater number of shares by a stock split or a similar transactionConvertible Preferred B Shares, then, in either of such cases, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant in effect at the time of such action shall be proportionately reduced and the number of Warrant Convertible Preferred B Shares purchasable upon exercise of this Warrant at that time the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately increased; , and, conversely, in if the event the Company outstanding Convertible Preferred B Shares shall contract the number of outstanding shares of Common Stock by combining such shares each be combined into a smaller number of shares by a reverse split or similar transactionConvertible Preferred B Shares, thenthe 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 combination becomes effective shall be proportionately decreased, and in each such case, case the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant shall be proportionately increased and the number of Warrant Shares purchaseable at that time shall be propotionately reduced. Any dividend paid or distributed upon the Common Stock in stock of any other class of securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable upon conversion thereofadjusted appropriately. 5.2 4.3. Reorganization, Reclassification, Merger, Consolidation or Disposition ---------------------------------------------------------------------- of Assets --------- (a) In case of any consolidation or merger of the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (other than a merger or consolidation in which the Company is the surviving sell, transfer or the continuing corporation) otherwise dispose of all or in the case substantially all of any sale or conveyance to another corporation or other entity of the its property, assets or business to another corporation and pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, (i) shares of capital stock of the successor or acquiring corporation or of the Company as an entirety (if it is the surviving corporation) or substantially as an entirety(ii) any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in any such case, 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 or who are holders immediately prior to such successor or purchasing corporation or entitytransaction, as the case may be, shall (i) execute with the Holder an agreement that then the Holder shall have the right thereafter to receive upon the exercise of the Warrant the kind and amount of shares and/or other securities or other property which he would have owned or have been entitled to receive after the happening of such consolidationreceive, merger, sale or conveyance had the Warrant been exercised immediately prior to such action, (ii) make effective provision in its certificate of its incorporation or otherwise, if necessary, in order to effect such agreement, and (iii) set aside or reserve for the benefit of the Holder, the stock, securities, property and cash to which the Holder would be entitled to upon exercise of this Warrant. 5.3 In case , the number of any reclassification or change shares of capital stock of the Warrant Shares issuable successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon exercise of this Warrant (other than a change in par value or from no par value to a specific par value, or as a result of a subdivision or combinationsuch reorganization, including any change in the shares into two or more classes or series of shares), or in the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) of the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash or combination thereof receivable upon such reclassification, changemerger, consolidation or merger disposition of assets by a holder of the number of shares of Convertible Preferred B Shares for which this Warrant might have been exercised is exercisable immediately prior to such event. (b) In case of any such reorganization, reclassification, changemerger, consolidation or mergerdisposition of assets, the successor or acquiring corporation shall expressly assume the due and punctual observance and performance of 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 Board of Directors of the Company) in order to provide for adjustments of shares of the 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 4. 5.4 (c) The above provisions of this paragraph 5 subsection 4.3 shall similarly apply to successive reclassifications and changes reorganizations, reclassifications, mergers, consolidations or disposition of Shares and to successive consolidations, sales, leases or conveyancesassets.

Adjustment. 5.1 In case prior to The number of shares of Common Stock purchasable upon the expiration exercise of this Warrant by exercise and the Exercise Price shall be subject to adjustment from time to time as provided in this paragraph 5. (1) If, during the term of this Warrant, the Corporation shall pay or by its terms the Company shall issue any shares of its Common Stock as make a stock dividend or subdivide other distribution on any class of capital stock of the Corporation in Common Stock, then the number of shares of 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 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 date following such distribution. (2) 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 by a stock split or a similar transactionof Common Stock, then, in either then the number of such cases, the Exercise Price per share shares of the Warrant Shares Common Stock purchasable pursuant to upon exercise of this Warrant in effect at the time opening of business on the day following the day upon which such action subdivision becomes effective shall be proportionately reduced and the number of Warrant Shares purchasable at that time shall be proportionately increased; increased and, conversely, in the event the Company shall contract the number of if outstanding shares of Common Stock by combining such shares shall each be combined into a smaller number of shares by a reverse split or similar transactionof Common Stock, then, in such case, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant shall be proportionately increased and then the number of Warrant Shares purchaseable at that time shall be propotionately reduced. Any dividend paid or distributed upon the Common Stock in stock of any other class of securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to purchasable upon exercise of this Warrant at the extent that shares opening of business on the day following the day upon which such combination becomes effective (3) The reclassification of Common Stock are issuable upon conversion thereof. 5.2 In case of any consolidation or merger of the Company with or into another corporation securities (other than Common Stock) and/or cash and/or other consideration shall be deemed to involve a merger subdivision or consolidation in which the Company is the surviving or the continuing corporation) or in the case of any sale or conveyance to another corporation or other entity of the property, assets or business of the Company as an entirety or substantially as an entirety, in any such case, the Company or such successor or purchasing corporation or entitycombination, as the case may be, of the number of shares of Common Stock outstanding immediately prior to such reclassification into the number or amount of securities and/or cash and/or other consideration outstanding immediately thereafter and the effective date of such 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 (i2) execute above. (4) The Corporation may in its sole discretion make such increases in the number of shares of Common Stock 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 recipients. B. Whenever the number of shares of Common Stock purchasable upon exercise of this Warrant is adjusted as herein provided, the Exercise Price shall 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 Holder an agreement 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 thereafter to purchase and receive upon the basis and upon the terms and conditions specified in this Warrant and in lieu of the shares of the Common Stock of the Corporation immediately theretofore purchasable and receivable upon the exercise of the Warrant rights 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 kind and amount number of shares and/or 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 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 or right, the amount and character of such dividend, distribution or right, the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or 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 other property which he would have owned or have been entitled to receive after the happening of deliverable upon such reorganization, reclassification, recapitalization, transfer, consolidation, merger, sale dissolution, liquidation or conveyance had the Warrant been exercised immediately winding-up. Such notice shall be mailed at least 20 days prior to such action, (ii) make effective provision in its certificate of its incorporation or otherwise, if necessary, in order to effect such agreement, and (iii) set aside or reserve for the benefit of the Holder, the stock, securities, property and cash to which the Holder would be entitled to upon exercise of this Warrantproposed record date therein specified. 5.3 In case of any reclassification or change of the Warrant Shares issuable upon exercise of this Warrant (other than a change in par value or from no par value to a specific par value, or as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), or in the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) of the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger by a holder of the number of Shares for which this Warrant might have been exercised immediately prior to such reclassification, change, consolidation or merger. 5.4 The above provisions of this paragraph 5 shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyances.

Adjustment. 5.1 In case prior to the expiration of this Warrant by exercise or by its terms (a) If the Company shall issue (i) declares and pays a dividend or makes a distribution on any shares of its Common Stock as a stock dividend equity securities, in either case payable in additional Class A Units or subdivide in Options or Convertible Securities or (ii) subdivides (by unit split or otherwise) or reclassifies any of the number of outstanding shares of Common Stock Class A Units into a greater number of shares by a stock split or a similar transactionClass A Units, then, in either of such cases, then the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant in effect at the time of immediately prior to any such action dividend, distribution or subdivision shall be proportionately reduced and the number of Warrant Shares purchasable at that time Units issuable upon exercise of this Warrant shall be proportionately increased; and, conversely, in the event . (b) If the Company shall contract combines or reclassifies (by reverse unit split or otherwise) any of the number of outstanding shares of Common Stock by combining such shares Class A Units into a smaller number of shares by a reverse split or similar transactionClass A Units, then, in such case, then the Exercise Price per share of the Warrant Shares purchasable pursuant in effect immediately prior to this Warrant such combination shall be proportionately increased and the number of Warrant Shares purchaseable at that time Units issuable upon exercise of this Warrant shall be propotionately reduced. Any dividend paid proportionately decreased. (c) If at any time there shall be any internal reorganization, recapitalization, merger or distributed upon consolidation involving the Common Stock Company that does not constitute a Change of Control (a “Reorganization”) in stock of any other class of securities convertible into which shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares Company’s units are converted into or exchanged for securities, cash or other property, including, for the avoidance of Common Stock are issuable upon conversion thereof. 5.2 In case doubt, any internal reorganization of any consolidation the Company or merger of the Company with or into another corporation (other than a merger or consolidation in which the Company is the surviving or the continuing corporation) or in the case of any sale or conveyance to another corporation or other entity of the property, assets or business Wholly Owned Subsidiary of the Company in connection with the Contemplated Transaction, then, as an entirety 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 substantially as an entiretyother 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 Company 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 successor 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 purchasing corporation 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 entitydistribution 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 (i) execute with give notice thereof to the Holder an agreement that Holder, which notice shall state the Holder shall have event giving rise to the right thereafter to receive adjustment, the Exercise Price as adjusted and the number of equity securities or other property purchasable upon the exercise of the Warrant rights under this Warrant, setting forth in reasonable detail the kind and amount method of shares and/or other securities calculation of each. The Company shall, upon the written request of any Holder, furnish or other property which he would have owned or have been entitled cause to receive after the happening of such consolidation, merger, sale or conveyance had the Warrant been exercised immediately prior be furnished to such actionHolder a certificate setting forth (i) such adjustments, (ii) make effective provision the Exercise Price at the time in its certificate of its incorporation or otherwise, if necessary, in order to effect such agreement, and (iii) set aside or reserve for the benefit number of securities and the Holderamount, if any, of other property that at the stock, securities, property and cash to which the Holder time would be entitled to received upon exercise of this Warrant. 5.3 In case . The Company shall not, through any Reorganization, reclassification or any other voluntary action, avoid or seek to avoid the observance or performance of any reclassification or change of the Warrant Shares issuable upon exercise terms to be observed or performed hereunder by the Company but shall at all times in good faith assist in the carrying out of all the provisions of this Warrant (other than a change in par value or from no par value to a specific par value, or as a result of a subdivision or combination, including any change and in the shares into two taking of all such commercially reasonable action as may be necessary or more classes or series of shares), or appropriate in order to protect the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) rights of the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger by a holder of the number of Shares for which this Warrant might have been exercised immediately prior to such reclassification, change, consolidation or mergeragainst impairment. 5.4 The above provisions of this paragraph 5 shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyances.

Adjustment. 5.1 (a) In case prior the event the Company, after the Closing Date, shall propose to the expiration of this Warrant by exercise consider or by its terms the Company shall issue any shares of its Common Stock as a stock dividend or subdivide the number of outstanding shares of Common Stock into a greater number of shares by a stock split or a similar transactionengage in an Adjustment Transaction, then, in either of each such casesevent, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant in effect at the time of such action shall be proportionately reduced and the number of Warrant Shares purchasable at that time shall be proportionately increased; and, conversely, in the event the Company shall contract mail to the number Holder of outstanding shares the 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 taken, for determining the holders of Common Stock by combining entitled to receive the benefit of such shares into a smaller number of shares by a reverse split Adjustment Transaction, or similar transaction, then, in such case, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant shall be proportionately increased and the number of Warrant Shares purchaseable at that time shall be propotionately reduced. Any dividend paid or distributed upon the Common Stock in stock of any other class of securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable upon conversion thereof. 5.2 In case of any consolidation or merger of the Company with or into another corporation (other than a merger or consolidation in date on which the Company is the surviving Adjustment Transaction shall take place or the continuing corporation) or in the case of any sale or conveyance to another corporation or other entity of the property, assets or business of the Company as an entirety or substantially as an entirety, in any such case, the Company or such successor or purchasing corporation or entitycommence, as the case may be, and the date as of which it is expected that holders of Common Stock of record shall (i) execute with the Holder an agreement that the Holder shall have the right thereafter be entitled to receive upon the exercise of the Warrant the kind and amount of shares and/or other 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 he would have owned or have been it is proposed that such action take place and twenty (20) days prior to any record date to determine holders of Common Stock entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrant been exercised immediately prior to such action, (ii) make effective provision in its certificate of its incorporation or otherwise, if necessary, in order to effect such agreement, and (iii) set aside or reserve for the benefit of the Holdersuch Adjustment Transaction. If an Adjustment Transaction occurs, the stockExercise Price shall be adjusted by the Company so as to fairly preserve, securitieswithout dilution, property the purchase rights represented by the Warrants in accordance with SECTION 5.01 and cash 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 the Company shall at its expense appoint a firm of independent public accountants of recognized national standing (which may be the regular auditors of the Company), which shall give their opinion as to which the Holder would adjustment, if any, to be entitled made to upon exercise the Exercise Price as the result of the relevant Adjustment Transaction. Upon receipt of such opinion, the Company shall promptly mail a copy thereof to the Holder(s) of the Warrants and shall make the adjustment described therein. An adjustment made pursuant to this Warrant. 5.3 In case SECTION 5.02(A) shall become effective immediately after the effective date of any reclassification such issue, sale, Dividend, subdivision, combination or change reclassification. Anything herein to the contrary notwithstanding, the Company shall not be required to make any adjustment of the Warrant Shares issuable upon exercise of this Warrant (other than a change in par value or from no par value to a specific par value, or as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), or Exercise Price in the case of any consolidation the issuance of shares of Common Stock upon the exercise in whole or merger part of another corporation into the Warrant. (b) Whenever the Exercise Price is adjusted as provided in this SECTION 5.02, the Company in which 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 is (who may be the continuing corporation regular auditors of the Company) setting forth the Exercise Price, and in which there is the Exercise Quantity as so adjusted, the computation of such adjustment and a reclassification or change (including a change in brief statement of facts accounting for such adjustment, and will retain such certificate on file and mail to the right to receive cash or other propertyHolder(s) of the Shares (other than Warrants a change in the par value, or copy of such certificate from no par value to a specific par value or, as a result such firm of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger by a holder of the number of Shares for which this Warrant might have been exercised immediately prior to such reclassification, change, consolidation or mergerindependent public accountants. 5.4 The above provisions of this paragraph 5 shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyances.

Adjustment. 5.1 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 prior 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 expiration of this Warrant by exercise or by its terms the Company shall issue any shares of its Common Stock as a stock dividend or subdivide the total number of outstanding shares of Common Stock into a greater number immediately prior to such subdivision or combination is equal to the proportion of shares by a stock split or a similar transaction, then, in either of such cases, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant in effect at the time of such action shall be proportionately reduced and the number of Warrant Shares purchasable at that time shall be proportionately increased; and, conversely, in issuable upon exercise of the event purchase rights evidenced by this Warrant Agreement to the Company shall contract the total number of outstanding shares of Common Stock by combining immediately after such shares into subdivision or combination. b. In the case the Company shall hereafter declare a smaller number of shares by a reverse split dividend or similar transaction, then, in such case, the Exercise Price per share distribution to all holders of the Warrant Shares purchasable pursuant to this Warrant shall be proportionately increased and the number of Warrant Shares purchaseable at that time shall be propotionately reduced. Any dividend paid or distributed upon the Common Stock in stock of any other class of securities convertible into outstanding shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable upon conversion thereof. 5.2 In case of any consolidation or merger of the Company with or into another corporation (other than a merger or consolidation in which the Company is the surviving or the continuing corporation) or in the case of any sale or conveyance to another corporation or other entity of the property, assets or business of the Company as an entirety or substantially as an entirety, in any such caseStock, the Company or such successor or purchasing corporation or entity, as the case may be, shall (i) execute with the Holder an agreement that the Holder shall have the right thereafter to receive upon the exercise number of the Warrant the kind and amount of shares and/or other securities or other property which he would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrant been exercised immediately prior to such action, (ii) make effective provision in its certificate of its incorporation or otherwise, if necessary, in order to effect such agreement, and (iii) set aside or reserve for the benefit of the Holder, the stock, securities, property and cash to which the Holder would be entitled to upon exercise of this Warrant. 5.3 In case of any reclassification or change of the Warrant Shares issuable upon exercise of the purchase rights evidenced by this Warrant Agreement shall be increased by dividing such number by a fraction, (other than a change in par value 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 from no par value to a specific par value, distribution. If any dividend or as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), or in the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) distribution of the type described in this Section 5(b) is declared but not so paid or made, the number of Warrant Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive issuable upon exercise of the purchase rights evidenced by this Warrant solely the kind and amount of shares of stock and other securities, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger by a holder of Agreement shall again be adjusted to the number of Warrant Shares for which that would be issuable upon exercise of the purchase rights evidenced by this Warrant might have Agreement if such dividend or distribution had not been exercised immediately prior to such reclassification, change, consolidation or mergerdeclared. 5.4 c. The above 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 paragraph Section 5 shall similarly apply and in the taking of all such lawful action as may be necessary or appropriate in order to successive reclassifications and changes protect the rights of Shares and to successive consolidations, sales, leases or conveyancesthe Warrantholder under this Section 5 against impairment.

Adjustment. 5.1 In case prior to the expiration of this Warrant by exercise or by its terms the Company shall issue any shares of its Common Stock as a stock dividend or subdivide the (a) The number of outstanding shares of Common Stock into a greater number of shares by a stock split or a similar transaction, then, in either of such cases, the Exercise Price per share of the Warrant Shares purchasable pursuant hereunder are subject to this Warrant in effect adjustment from time to time, as follows: (i) If the Company at the any time of such action shall be proportionately reduced and subdivides its Common Stock, the number of Warrant Shares purchasable at that time shall be proportionately increased; and, conversely, in the event the Company shall contract the number of outstanding shares of Common Stock by combining such shares into a smaller number of shares by a reverse split or similar transaction, then, in such case, the Exercise Price per share of the Warrant Shares purchasable issuable pursuant to this Warrant shall will be proportionately increased and increased. If the Company at any time combines its Common Stock, the number of Warrant Shares purchaseable issuable pursuant to this Warrant will be proportionately decreased. (ii) If the Company at that any time shall be propotionately reduced. Any pays a dividend paid payable in, or distributed upon the Common Stock in stock of make any other class distribution (except any distribution specifically provided for in the foregoing subsections (i)) of securities convertible into 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 multiplying the number of Warrant Shares issuable immediately prior to such date of determination by a fraction (i) the numerator of which will be the total number of shares of Common Stock shall outstanding immediately after such dividend or distribution, calculated on a fully diluted basis as provided in Section 1(c) of this Warrant, and (ii) the denominator of which will be treated as a dividend paid in Common Stock to the extent that total number of shares of Common Stock are issuable upon conversion thereofoutstanding immediately prior to such dividend or distribution, calculated on a fully diluted basis as provided in Section 1(c) of this Warrant. 5.2 In case (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 consolidation or merger adjustment of the Company with number of Warrant Shares issuable pursuant to this Warrant. (b) In the event of a merger, consolidation, recapitalization, combination or into another corporation (other than a merger or consolidation in 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 continuing corporation) or right for the Holder to exchange this Warrant, at its sole option and in lieu of exercise hereof, for a warrant to purchase the case equivalent number of any sale or conveyance to another corporation or other entity shares of the propertyequivalent 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 remaining duration of the exercise period of this Warrant. If, assets or business as a result of such Acquisition, the shareholders of the Company as an entirety or substantially as an entirety, in any such case, the Company or such successor or purchasing corporation or entity, as the case may be, shall (i) execute with the Holder an agreement that the Holder shall have the right thereafter to receive upon the exercise of the Warrant the kind and amount of shares and/or other securities or other property which he would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrant been exercised immediately prior to such actionAcquisition own at least a majority of the shares of voting capital stock, (ii) make effective provision 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 its certificate of its incorporation or Paragraph 1 hereof shall remain unaffected; otherwise, if necessarythis Warrant shall, in order after such Acquisition, permit the Holder to effect such agreement, and (iii) set aside purchase that percentage of Warrant Shares or reserve for the benefit other consideration of the Holder, the stock, securities, property and cash to acquiring entity which the Holder would be entitled to upon exercise of this Warrant. 5.3 In case of any reclassification or change of the Warrant Shares issuable upon exercise of this Warrant (other than a change in par value or from no par value to a specific par value, or receive as a result of a subdivision such merger, consolidation, recapitalization, combination or combination, including any change in the exchange of shares into two or more classes or series of shares), or in the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) of the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise of if this Warrant solely the kind and amount of shares of stock and other securities, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger by a holder of the number of Shares for which this Warrant might have had been exercised in full immediately prior to such reclassificationmerger, changeconsolidation, consolidation recapitalization, combination or mergerexchange of shares (or the record date, if any, for such transaction or event) for the same aggregate exercise price as provided for in this Warrant. 5.4 The above provisions of this paragraph 5 shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyances.

Adjustment. 5.1 In case prior the event of any change in the outstanding Common Stock of the Company by reason of any stock split, stock dividend, combination or reclassification of shares, recapitalization, merger, or other corporate transaction, including but not limited to the expiration payment of this Warrant by exercise a dividend or by its terms the making of a distribution to shareholders of the Company shall issue any shares in property or in cash in an amount in excess of its Common Stock as a stock the Company's normal dividend or subdivide the number of outstanding shares of Common Stock into a greater number of shares by a stock split or a similar transaction, then, in either of such cases, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant distribution policy in effect at the time time, the Committee shall, where applicable, equitably adjust the number of such action shall be proportionately reduced shares of stock reserved under the Plan and the exercise or purchase price and the number or class of Warrant Shares purchasable at that time shall be proportionately increased; and, conversely, shares covered by outstanding Awards denominated in stock or units of stock to preserve the event benefit of such Awards for the Company shall contract and the number of outstanding shares of Common Stock by combining such shares into a smaller number of shares by a reverse split or similar transaction, then, in such case, Participant. Upon the Exercise Price per share effective date of the Warrant Shares purchasable pursuant to this Warrant shall be proportionately increased and dissolution or liquidation of the number Company, or of Warrant Shares purchaseable at that time shall be propotionately reduced. Any dividend paid a reorganization, merger or distributed upon the Common Stock in stock of any other class of securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable upon conversion thereof. 5.2 In case of any consolidation or merger of the Company with one or into another corporation (more other than a merger or consolidation corporations in which the Company is not the surviving corporation, or of the continuing corporation) transfer of substantially all of the assets or in shares of the case of any sale or conveyance Company to another corporation or other entity (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 continuance of the propertyPlan and for the assumption of Awards theretofore granted hereunder, assets or business the substitution for such Awards of new awards issued by the successor corporation, or a parent or subsidiary thereof, with such appropriate adjustments as may be determined or approved by the Committee or its successor, in which event the 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 Company 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 an entirety applicable, or substantially as an entiretyto 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 casestock appreciation right to the extent not previously exercised, shall be deemed exercised by the Company 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 17 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 successor exercise, surrender, payment or purchasing corporation or entitylapse 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 case may beCommittee 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 (i) execute with lapse, and Participants who have been granted Cash Awards under the Holder an agreement that the Holder Plan shall immediately be entitled to receive full payment of such Awards. In addition, Participants shall have the right thereafter to elect to receive upon a cash payment equal to the exercise of the Warrant the kind and amount of shares and/or other securities or other property which he would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrant been exercised immediately prior to such action, (ii) make effective provision in its certificate of its incorporation or otherwise, if necessary, in order to effect such agreement, and (iii) set aside or reserve for the benefit of the Holder, the stock, securities, property and cash to which the Holder would be entitled to upon exercise of this Warrant. 5.3 In case Fair Market Value of any reclassification stock otherwise distributable in connection with an Award under the Plan. To the extent a Participant has the right to exercise or change receive payment under an Award, or restrictions on a Stock Award lapse, solely on account of the Warrant Shares issuable upon exercise of this Warrant (other than a change in par value control, such right to exercise on surrender or from no par value to a specific par value, or as a result the lapse of a subdivision or combination, including any such restrictions shall be contingent upon the consummation of such change in the shares into two or more classes or series of shares), or in the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) of the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger by a holder of the number of Shares for which this Warrant might have been exercised immediately prior to such reclassification, change, consolidation or mergercontrol. 18. 5.4 The above provisions of this paragraph 5 shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyances.

Adjustment. 5.1 (a) In case case, prior to ti the expiration of this Warrant the Option by exercise or by its terms terms, the Company shall issue any shares of its Common Stock as a stock dividend or subdivide the number of outstanding shares of Common Stock into a greater number of shares by a stock split or a similar transactionshares, then, in either of such cases, the Exercise Price purchase price per share of the Warrant Shares purchasable pursuant to this Warrant issuable upon exercise of the Option in effect at the time of such action shall be proportionately reduced and the number of Warrant Shares st the time purchasable at that time pursuant to the Option shall be proportionately increased; and, and conversely, in the event the Company shall contract the number of outstanding shares of Common Stock by combining such shares into a smaller number of shares by a reverse split or similar transactionshares, then, in such case, the Exercise Price purchase price per share of the Warrant Shares purchasable pursuant to this Warrant shares issuable upon exercise of the Option in effect at the time of such action shall be shall be proportionately increased and the number of Warrant Shares purchaseable at that the time purchasable pursuant to Option shall be propotionately reducedproportionately decreased. Any dividend paid or distributed upon the Common Stock in stock of any other class of securities convertible into shares of 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. 5.2 (b) In case case, prior to the expiration of this Option by 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 corporation being included within the meaning of the term "successor corporation" in the event of any consolidation or merger of the Company with or into another any such corporation (other than a merger or consolidation in which the Company is the surviving with, or the continuing corporation) sale of all or in substantially all of the case property of any such corporation with, or the sale of all or conveyance to another corporation or other entity substantially all of the property, assets or business property of the Company as an entirety or substantially as an entirety, in any such casecorporation to, another corporation, the Company or such successor or purchasing corporation or entity, as the case may be, Optionee shall (i) execute with the Holder an agreement that the Holder shall thereafter have the right thereafter to receive 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 the Warrant the kind and amount of shares and/or other securities or other property which he would have owned or have been entitled to receive after the happening of such consolidationthis Option, merger, sale or conveyance had the Warrant been exercised immediately prior to such action, (ii) make effective provision in its certificate of its incorporation or otherwise, if necessary, in order to effect such agreement, and (iii) set aside or reserve for the benefit of the Holder, the stock, securities, property and cash to which the Holder would be entitled to upon exercise of this Warrant. 5.3 In case of any reclassification or change of the Warrant Shares issuable upon exercise of this Warrant (other than a change in par value or from no par value to a specific par value, or as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), or in the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) of the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash or combination thereof securities receivable upon such reclassificationrecapitalization or consolidation, change, consolidation merger or merger conveyance by a holder of the number of Shares for shares of Common Stock which this Warrant the Optionee might have been exercised purchased immediately prior to such reclassificationrecapitalization or consolidation, change, consolidation merger or mergerconveyance. 5.4 The above provisions of this paragraph 5 shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyances.

Adjustment. 5.1 In case prior to The number of shares of FMB Common Stock purchasable upon the expiration exercise of this Warrant by exercise and the Exercise Price shall be subject to adjustment from time to time as provided in this Paragraph 7: (1) In case FMB shall pay or by its terms the Company shall issue any shares of its Common Stock as make a stock dividend or subdivide 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 by a stock split or a similar transactionof FMB Common Stock, then, in either of such cases, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant in effect at the time of such action shall be proportionately reduced and the number of shares of FMB Common Stock purchasable upon exercise of this Warrant Shares purchasable at that time the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately increased; , and, conversely, in the event the Company shall contract the number of case outstanding shares of FMB Common Stock by combining such shares shall each be combined into a smaller number of shares by a reverse split or similar transaction, then, in such caseof FMB Common Stock, the Exercise Price per share number of the Warrant Shares shares of FMB Common Stock purchasable pursuant to 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 increased and the number of Warrant Shares purchaseable at that time shall be propotionately reduced. Any dividend paid decreased, such increase or distributed upon the Common Stock in stock of any other class of securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable upon conversion thereof. 5.2 In case of any consolidation or merger of the Company with or into another corporation (other than a merger or consolidation in which the Company is the surviving or the continuing corporation) or in the case of any sale or conveyance to another corporation or other entity of the property, assets or business of the Company as an entirety or substantially as an entirety, in any such case, the Company or such successor or purchasing corporation or entitydecrease, 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 (i) execute with the Holder an agreement that the Holder shall have the right thereafter to receive upon the exercise 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 Substitute Warrant would be issued) of FMB Common Stock into securities (other than FMB Common Stock) and/or cash and/or other consideration shall be deemed to involve a subdivision or combination, as the kind and amount case may be, of the number of shares and/or other securities or other property which he would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrant been exercised FMB Common Stock outstanding immediately prior to such actionreclassification into the number or amount of securities and/or cash and/or other consideration outstanding immediately thereafter and the effective date of such 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 (ii2) above. (4) FMB may make effective provision such increases in its certificate the number of its incorporation or otherwise, if necessary, in order to effect such agreement, and (iii) set aside or reserve for the benefit shares of the Holder, the stock, securities, property and cash to which the Holder would be entitled to FMB Common Stock 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 recipients. 5.3 In case (B) Whenever the number of any reclassification or change shares of the Warrant Shares issuable FMB Common Stock purchasable upon exercise of this Warrant is adjusted as herein provided, the Exercise Price shall be adjusted by a fraction in which the numerator is equal to the number of shares of FMB Common Stock purchasable prior to the adjustment and the denominator is equal to the number of shares of FMB Common Stock purchasable after the adjustment. (other than a change in par value C) For the purpose of this Paragraph 7, the term "FMB Common Stock" shall include any shares of FMB of any class or from series which has no par value to a specific par value, preference or as a result of a subdivision or combination, including any change priority in the shares into two or more classes or series payment of shares), dividends or in the case distribution of assets upon any consolidation voluntary or merger involuntary liquidation, dissolution or winding up of another corporation into the Company in FMB and which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right not subject to receive cash or other property) of the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger redemption by a holder of the number of Shares for which this Warrant might have been exercised immediately prior to such reclassification, change, consolidation or mergerFMB. 5.4 The above provisions of this paragraph 5 shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyances.

Adjustment. 5.1 In case prior to the expiration of this Warrant by exercise or by its terms (a) If the Company shall issue (i) declares and pays a dividend or makes a distribution on any shares of its equity securities, in either case payable in additional Class A Common Stock as a or in Options or Convertible Securities or (ii) subdivides (by stock dividend split or subdivide otherwise) or reclassifies any of the number of outstanding shares of Class A Common Stock into a greater number of shares by a stock split or a similar transactionClass A Common Stock, then, in either of such cases, then the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant in effect at the time of immediately prior to any such action dividend, distribution or subdivision shall be proportionately reduced and the number of Warrant Shares purchasable at that time issuable upon exercise of this Warrant shall be proportionately increased; and, conversely, in the event . (b) If the Company shall contract combines or reclassifies (by reverse stock split or otherwise) any of the number of outstanding shares of Class A Common Stock by combining such shares into a smaller number of shares by a reverse split or similar transactionClass A Common Stock, then, in such case, then the Exercise Price per share of the Warrant Shares purchasable pursuant in effect immediately prior to this Warrant such combination shall be proportionately increased and the number of Warrant Shares purchaseable at that time issuable upon exercise of this Warrant shall be propotionately reducedproportionately 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 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 entity resulting from such Reorganization, equivalent in value to that which a holder of the Warrant Shares deliverable upon exercise of this Warrant would have been entitled in such Reorganization if the right to purchase the Warrant Shares hereunder had been exercised immediately prior to such Reorganization. Any dividend paid In any such case, appropriate adjustment (as determined in good faith by the board of directors or distributed equivalent governing body of the successor entity) 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 securities 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 securities or other securities deliverable after that event upon the exercise of this Warrant. (d) [Reserved] (e) 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, 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 Exercise Price at the time in effect and (iii) the number of securities and the amount, if any, of other property that at the time would be received upon exercise of this Warrant. The Company shall not, through any Reorganization, 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 but shall at all times in good faith assist in the carrying out of all the provisions of this Warrant and in the taking of all such commercially reasonable action as may be necessary or appropriate in order to protect the rights of the Holder against impairment. (g) If the Company shall at any time or from time to time issue shares of Class A Common Stock in stock of (or rights or warrants or any other class of securities or rights exercisable or convertible into shares 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 treated as increased to the number obtained by multiplying the Initial Number by a dividend paid in 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 extent that Pricing Date (on an as converted basis) and (y) the number of additional shares of Class A Common Stock are 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 thereof. 5.2 In 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 consolidation or merger of the Company with or into another corporation non-cash property (other than a merger or consolidation in which the Company is the surviving or the continuing corporation) or in the case of any sale or conveyance to another corporation or other entity non-cash property payable upon conversion of the property, assets or business of the Company as an entirety or substantially as an entirety, in any such caseConvertible Securities), the Company or consideration represented by such successor or purchasing corporation or entity, as noncash property shall be deemed to be the case may be, shall (i) execute with the Holder an agreement that the Holder shall have the right thereafter to receive upon the exercise of the Warrant the kind and amount of shares and/or other securities or other property which he would have owned or have been entitled to receive after the happening fair market value of such consolidationnon-cash property (as determined by the Company, merger, sale or conveyance had the Warrant been exercised acting reasonably) as of immediately prior to such action, the Pricing Date (ii) make effective provision in its certificate of its incorporation or otherwise, if necessary, in order to effect such agreement, and (iii) set aside or reserve for the benefit of the Holder, the stock, securities, property and cash to which the Holder would be entitled to upon exercise of this Warrant. 5.3 In case before deduction of any reclassification or change related expenses payable to third parties, including discounts and commissions); (3) if the Exercise Price and the number of the Warrant Shares issuable upon exercise of this Warrant (other than a change in par value or from no par value to a specific par value, or as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), or in the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) of the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger by a holder of the number of Shares for which this Warrant might have been exercised immediately prior to such reclassification, change, consolidation or merger. 5.4 The above provisions of this paragraph 5 shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyances.have

Adjustment. 5.1 In case prior Promptly following the determination of the ---------- Net Cash Advance Balance, (i) if the Net Cash Advance Balance appearing on the Final Closing Statement reflects an amount owing from Seller to the expiration Subsidiaries, the amount thereof shall be paid by Seller to Purchaser, and (ii) -- if the 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 Deficit Amount payable by Purchaser to Seller, (x) - the Deficit Amount shall be paid by Purchaser in cash to the extent of this Warrant the aggregate amount of all cash and cash equivalents collected by exercise or by its terms the Company Subsidiaries from and after the Closing up to the date of payment, and (y) to the extent the - Subsidiaries shall issue any shares not have collected an amount of its Common Stock as a stock dividend or subdivide cash and cash equivalents equal to the number of outstanding shares of Common Stock into a greater number of shares by a stock split or a similar transactionDeficit Amount, then, in either with respect to the balance thereof, Purchaser shall cause to be transferred and assigned to Seller, pursuant to documentation reasonably acceptable to Seller, account receivables from trade creditors of such casesSubsidiaries reasonably acceptable to Seller in an amount at least equal to such balance. Purchaser shall, and shall cause such Subsidiaries to, cooperate with Seller and take such reasonable actions as shall be necessary or appropriate to vest in Seller all right, title and interest in and to the Exercise Price per share of the Warrant Shares purchasable account receivables assigned to Seller pursuant to this Warrant in effect at the time of such action shall be proportionately reduced and the number of Warrant Shares purchasable at that time shall be proportionately increased; Subsection 5.18.7 (and, conversely, in the event any such account receivable may not be assigned and transferred to Seller but for the Company shall contract the number of outstanding shares of Common Stock by combining such shares into a smaller number of shares by a reverse split or similar transaction, then, in such case, the Exercise Price per share consent of the Warrant Shares purchasable pursuant debtor thereunder, which consent shall not have been obtained. Purchaser shall cooperate with Seller and take such actions reasonable with respect to this Warrant shall be proportionately increased and the number of Warrant Shares purchaseable at that time shall be propotionately reduced. Any dividend paid or distributed upon the Common Stock in stock of any other class of securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable upon conversion thereof. 5.2 In case of any consolidation or merger of the Company with or into another corporation (other than a merger or consolidation in which the Company is the surviving or the continuing corporation) or such account receivable in the case of any sale or conveyance to another corporation or other entity of the property, assets or business of the Company as an entirety or substantially as an entirety, in any such case, the Company or such successor or purchasing corporation or entity, as the case may be, shall (i) execute with the Holder an agreement that the Holder shall have the right thereafter to receive upon the exercise of the Warrant the kind and amount of shares and/or other securities or other property which he would have owned or have been entitled to receive after the happening name of such consolidation, merger, sale or conveyance had the Warrant been exercised immediately prior to such action, (ii) make effective provision in its certificate of its incorporation or otherwise, if necessary, in order to effect such agreement, and (iii) set aside or reserve Subsidiary but for the benefit of Seller so as to provide Seller with the Holder, economic benefits under such account receivable). Seller shall promptly return to Purchaser the stock, securities, property and cash proceeds of such account receivables following receipt thereof to which the Holder would be entitled extent such proceeds exceed the balance owing to upon exercise of this WarrantSeller hereunder. 5.3 In case of any reclassification or change of the Warrant Shares issuable upon exercise of this Warrant (other than a change in par value or from no par value to a specific par value, or as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), or in the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) of the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger by a holder of the number of Shares for which this Warrant might have been exercised immediately prior to such reclassification, change, consolidation or merger. 5.4 The above provisions of this paragraph 5 shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyances.

Adjustment. 5.1 (a) In case prior the event the Company, after the Date hereof, shall propose to the expiration of this Warrant by exercise consider or by its terms the Company shall issue any shares of its Common Stock as a stock dividend or subdivide the number of outstanding shares of Common Stock into a greater number of shares by a stock split or a similar transactionengage in an Adjustment Transaction, then, in either of each such casesevent, the Exercise Price per share Company shall mail to the Holder of the Warrant Shares purchasable pursuant to this Warrant in effect at the time notice of such action proposed action, which shall be proportionately reduced and specify the number date on which the stock transfer books of Warrant Shares purchasable at that time shall be proportionately increased; and, conversely, in the event the Company shall contract close, or a record shall be taken, for determining the number of outstanding shares holders of Common Stock by combining entitled to receive the benefit of such shares into a smaller number of shares by a reverse split Adjustment Transaction, or similar transaction, then, in such case, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant shall be proportionately increased and the number of Warrant Shares purchaseable at that time shall be propotionately reduced. Any dividend paid or distributed upon the Common Stock in stock of any other class of securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable upon conversion thereof. 5.2 In case of any consolidation or merger of the Company with or into another corporation (other than a merger or consolidation in date on which the Company is the surviving Adjustment Transaction shall take place or the continuing corporation) or in the case of any sale or conveyance to another corporation or other entity of the property, assets or business of the Company as an entirety or substantially as an entirety, in any such case, the Company or such successor or purchasing corporation or entitycommence, as the case may be, and the date as of which it is expected that holders of Common Stock of record shall (i) execute with the Holder an agreement that the Holder shall have the right thereafter be entitled to receive upon the exercise of the Warrant the kind and amount of shares and/or other 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 he would have owned or have been it is proposed that such action take place and twenty (20) days prior to any record date to determine holders of Common Stock entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrant been exercised immediately prior to such action, (ii) make effective provision in its certificate of its incorporation or otherwise, if necessary, in order to effect such agreement, and (iii) set aside or reserve for the benefit of the Holdersuch Adjustment Transaction. If an Adjustment Transaction occurs, the stockExercise Price shall be adjusted by the Company so as to fairly preserve, securitieswithout dilution, property the purchase rights represented by the Warrant in accordance with SECTION 5.01 and cash to which otherwise with the Holder would be entitled to upon exercise of this Warrant. 5.3 In case of any reclassification or change essential intent and purposes hereof. If the Holder(s) of the Warrant Shares issuable upon exercise disputes the adjustment of this Warrant the Exercise Price made by the Company and the parties cannot otherwise resolve the dispute promptly and in good faith, then the Company shall at its expense appoint a firm of independent public accountants of recognized national standing (other than a change in par value or from no par value which may be the regular auditors of the Company), which shall give their opinion as to a specific par valuethe adjustment, or if any, to be made to the Exercise Price as a the result of the relevant Adjustment Transaction. Upon receipt of such opinion, the Company shall promptly mail a subdivision copy thereof to the Holder(s) of the Warrant and shall make the adjustment described therein. An adjustment made pursuant to this SECTION 5.02(a) shall become effective immediately after the effective date of any such issue, sale, Dividend, subdivision, combination or combinationreclassification. Anything herein to the contrary notwithstanding, including the Company shall not be required to make any change in adjustment of the shares into two or more classes or series of shares), or Exercise Price in the case of any consolidation the issuance of shares of Common Stock upon the exercise in whole or merger part of another corporation into the Warrant. (b) Whenever the Exercise Price is adjusted as provided in this SECTION 5.02, the Company in which 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 is (who may be the continuing corporation regular auditors of the Company) setting forth the Exercise Price, and in which there is the Exercise Quantity as so adjusted, the computation of such adjustment and a reclassification or change (including a change in brief statement of facts accounting for such adjustment, and will retain such certificate on file and mail to the right to receive cash or other propertyHolder(s) of the Shares (other than Warrant a change in the par value, or copy of such certificate from no par value to a specific par value or, as a result such firm of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger by a holder of the number of Shares for which this Warrant might have been exercised immediately prior to such reclassification, change, consolidation or mergerindependent public accountants. 5.4 The above provisions of this paragraph 5 shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyances.

Adjustment. 5.1 (a) In case case, prior to the expiration of this the Warrant by exercise or by its terms terms, the Company shall issue any shares of its Common Stock as a stock dividend or subdivide the number of outstanding shares of Common Stock into a greater number of shares by a stock split or a similar transactionshares, then, in either of such cases, the Exercise Price purchase price per share of the Warrant Shares purchasable pursuant to this issuable upon exercise of the Warrant in effect at the time of such action shall be proportionately reduced and the number of Warrant Shares purchasable at that time purchasable pursuant to the Warrant shall be proportionately increased; and, and conversely, in the event the Company shall contract the number of outstanding shares of Common Stock by combining such shares into a smaller number of shares by a reverse split or similar transactionshares, then, in such case, the Exercise Price purchase price per share of the Shares issuable upon exercise of the Warrant Shares purchasable pursuant to this Warrant in effect at the time of such action shall be proportionately increased and the number of Warrant Shares purchaseable at that time purchasable pursuant to Warrant shall be propotionately reducedproportionately decreased. Any dividend paid or distributed upon the Common Stock in stock of any other class of securities convertible into shares of 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. 5.2 (b) In case case, prior to the expiration of this Warrant by 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 or substantially all of its or of any successor corporation's property and assets to any other corporation or corporations (any such corporation being included within the meaning of the term "successor corporation" in the event of any consolidation or merger of the Company with or into another any such corporation (other than a merger or consolidation in which the Company is the surviving with, or the continuing corporation) sale of all or in substantially all of the case property of any sale or conveyance to such corporation to, another corporation or other entity of the property, assets or business of the Company as an entirety or substantially as an entiretycorporations), in any such caseexchange for stock or securities of a successor corporation, the Company or such successor or purchasing corporation or entity, as the case may be, shall (i) execute with the Holder an agreement that the Holder shall thereafter have the right thereafter to receive 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 the Warrant the kind and amount of shares and/or other securities or other property which he would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrant been exercised immediately prior to such action, (ii) make effective provision in its certificate of its incorporation or otherwise, if necessary, in order to effect such agreement, and (iii) set aside or reserve for the benefit of the Holder, the stock, securities, property and cash to which the Holder would be entitled to upon exercise of this Warrant. 5.3 In case of any reclassification or change of the Warrant Shares issuable upon exercise of this Warrant (other than a change in par value or from no par value to a specific par value, or as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), or in the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) of the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash or combination thereof securities receivable upon such reclassificationrecapitalization or consolidation, change, consolidation merger or merger conveyance by a holder of the number of Shares for shares of Common Stock which this Warrant the Holder might have been exercised purchased immediately prior to such reclassificationrecapitalization or consolidation, change, consolidation merger or mergerconveyance. 5.4 The above provisions of this paragraph 5 shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyances.

Adjustment. 5.1 In case prior to the expiration of this 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 outstanding shares of Common Stock into a greater number of shares by a stock split or a similar transaction, then, in either of such cases, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant in effect at the time of such action The Applicable Unused Commitment Rate and Applicable ABR Margin shall be proportionately reduced and the number of Warrant Shares purchasable at that time shall be proportionately increased; and, conversely, in the event the Company shall contract the number of outstanding shares of Common Stock by combining such shares into a smaller number of shares by a reverse split or similar transaction, then, in such case, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant shall be proportionately increased and the number of Warrant Shares purchaseable at that time shall be propotionately reduced. Any dividend paid or distributed upon the Common Stock in stock of any other class of securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable upon conversion thereof. 5.2 In case of any consolidation or merger of the Company with or into another corporation (other than a merger or consolidation in which the Company is the surviving or the continuing corporation) or in the case of any sale or conveyance to another corporation or other entity of the property, assets or business of the Company as an entirety or substantially as an entirety, in any such case, the Company or such successor or purchasing corporation or entityadjusted, as the case may beapplicable from time to time, shall effective on (i) execute with the Holder an agreement that first Business Day after any change in the Holder shall have the right thereafter to receive upon the exercise of the Warrant the kind and amount of shares and/or other securities Rating or other property which he would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrant been exercised immediately prior to such action, (ii) make the fifth (5th) Business Day following the delivery by Borrower, pursuant to Section 7.1(i) or (ii), of 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 provision on the first day of the Interest Period for any LIBOR Advance after (i) any change in its certificate the Rating or (ii) the fifth (5th) Business Day following the delivery by Borrower, pursuant to Section 7.1(i) or (ii), of its incorporation annual or otherwisequarterly financial statements evidencing a change in the Leverage Ratio. In the event that any such financial statement is shown to be inaccurate (regardless of whether this Agreement is in effect or any Loans or Commitments are outstanding when such inaccuracy is discovered), and such inaccuracy, if necessarycorrected, in order would have led to effect 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 agreementApplicable 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 such higher Applicable LIBOR Rate Margin (and Applicable Letter of Credit Rate), Applicable ABR Margin and Applicable Unused Commitment Rate for such Applicable Period, and (iiiC) set aside or reserve the Borrower shall immediately pay to the Administrative Agent (for the ratable benefit of the Holder, Lenders) the stock, securities, property accrued additional interest and cash to which the Holder would be entitled to upon exercise of this Warrant. 5.3 In case of any reclassification or change of the Warrant Shares issuable upon exercise of this Warrant (other than a change in par value or from no par value to a specific par value, or additional fees owing as a result of a subdivision or combination, including any change in the shares into two or more classes or series such higher Applicable LIBOR Rate Margin (and Applicable Letter of sharesCredit Rate), or in the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation Applicable ABR Margin and in which there is a reclassification or change (including a change in the right to receive cash or other property) of the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger by a holder of the number of Shares for which this Warrant might have been exercised immediately prior to such reclassification, change, consolidation or mergerApplicable Unused Commitment Rate. 5.4 The above provisions of this paragraph 5 shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyances.

Adjustment. 5.1 The Exercise Price in effect at any time and the number and kind of securities purchasable upon the exercise of the Warrant shall be subject to adjustment from time to time upon the happening of certain events as follows: (a) In case prior to the expiration of this Warrant by exercise or by its terms the Company shall issue any shares of its Common Stock as (i) declare a stock dividend or make a distribution on its outstanding Shares; (ii) subdivide the number of or reclassify its outstanding shares of Common Stock into a greater number of shares, or (iii) combine or reclassify its outstanding shares by into a stock split or a similar transaction, then, in either smaller number of such casesshares, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant in effect at the time of the record date for such action dividend or distribution or of the effective date of such subdivision, combination or reclassification shall be proportionately reduced adjusted so that it shall equal the price determined by multiplying the Exercise Price by a fraction, the denominator of which shall be the number of shares 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 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 Warrant additional Shares purchasable 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 that time such current market price per share of its common stock, and the denominator of which shall be proportionately increased; and, conversely, in the event the Company shall contract sum of the number of Shares outstanding shares of Common Stock by combining on such shares into a smaller number of shares by a reverse split or similar transaction, then, in such case, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant shall be proportionately increased record date and the number of Warrant additional Shares purchaseable at that time offered for subscription or purchase (or into which the convertible securities so offered are convertible). Such adjustment shall be propotionately reduced. Any dividend paid made successively whenever such rights or distributed upon warrants are issued and shall become effective immediately after the Common Stock in stock record date for the determination of any other class of securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock 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 Common Stock are the Exercise Price in effect immediately prior thereto multiplied by a fraction, the numerator of which shall be the total number of Shares outstanding multiplied by the current market price of 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 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 conversion thereofexercise 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. 5.2 In case (e) For the purpose of any consolidation computation under Subsections (b) or merger (c) above, the current market price per share of its common stock at any date shall be deemed to be the average of the Company with or into another corporation (other than a merger or consolidation in which daily closing prices for 20 consecutive business days before such date. The closing price for each day shall be the Company is the surviving or the continuing corporation) or last sale price regular way or, in the case no such reported sale takes place on such day, the average of any sale 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 conveyance listed, or if not listed or admitted to another corporation trading on such exchange, the average of the highest reported bid and lowest reported asked prices as reported by NASDAQ, or other entity 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 propertyExercise Price shall be required unless such adjustment would require an increase or decrease of at least fifteen cents ($0.15) in such price; provided, assets or business however, that an adjustments which by reason of the Company as an entirety or substantially as an entirety, this Subsection (i) are not required to be made shall be carried forward and taken into account in any such case, subsequent adjustment required to be made hereunder. All calculations under this Section 8 shall be made to the Company nearest cent or such successor or purchasing corporation or entityto the nearest one-hundredth of a share, as the case may be. Anything in this Section 8 to the contrary notwithstanding, the Company shall (i) execute with be entitled, but shall not be required, to make any changes in the Holder an agreement that the Holder Exercise Price, in addition to those required by this Section 8, as it shall have the right thereafter to receive upon the exercise of the Warrant the kind and amount of shares and/or other securities or other property which he would have owned or have been entitled to receive after the happening of such consolidationdetermine, merger, sale or conveyance had the Warrant been exercised immediately prior to such action, (ii) make effective provision in its certificate sole discretion, to be advisable in order that any dividend or distribution in Shares, or any subdivision, reclassification or combination of its incorporation common stock, hereafter made by the Company shall not result in any Federal Income tax liability to the holders of its common stock or otherwisesecurities convertible into its common stock. (g) Whenever the Exercise Price is adjusted, if necessaryas herein provided, in order to effect the Company shall promptly, but not later than 10 days after any request for such agreement, and (iii) set aside or reserve for the benefit of an adjustment by the Holder, cause a notice setting forth the stock, securities, property adjusted Exercise Price and cash to which the Holder would be entitled to upon exercise adjusted number of this Warrant. 5.3 In case of any reclassification or change of the Warrant Shares issuable upon exercise of the 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 (other than Section 8, and a change in par value or from no par value to a specific par value, or as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), or in the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) certificate signed by such firm shall be conclusive evidence of the Shares correctness of such adjustment. (other than a change in h) In the par value, or from no par value to a specific par value orevent that at any time, as a result of a subdivision or combinationan adjustment made pursuant to Subsection (a) above, including any change in the shares into two or more classes or series of shares), Holder thereafter shall have the right thereafter become entitled to receive any shares of the Company, other than its common stock, thereafter the number of such other shares so receivable upon exercise of this the Warrant solely shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the kind and amount of shares of provisions with respect to its common stock and other securities, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger by a holder of the number of Shares for which this Warrant might have been exercised immediately prior contained in Subsections (a) to such reclassification, change, consolidation or merger(g) inclusive above. 5.4 The above provisions of this paragraph 5 shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyances.

Adjustment. 5.1 In case (a) Seller shall cause the Adjustment to be consummated as set forth on Exhibit D on or prior to the expiration Closing Date in collaboration and consultation with Buyer; provided, that Seller may modify the Adjustment without the consent of this 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 outstanding shares of Common Stock into a greater number of shares by a stock split or a similar transactionBuyer, thenprovided, in that if such modification would either of such cases, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant in effect at the time of such action shall be proportionately reduced and the number of Warrant Shares purchasable at that time shall be proportionately increased; and, conversely, in the event the Company shall contract the number of outstanding shares of Common Stock by combining such shares into a smaller number of shares by a reverse split or similar transaction, then, in such case, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant shall be proportionately increased and the number of Warrant Shares purchaseable at that time shall be propotionately reduced. Any dividend paid or distributed upon the Common Stock in stock of any other class of securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable upon conversion thereof. 5.2 In case of any consolidation or merger of the Company with or into another corporation (other than a merger or consolidation in which the Company is the surviving or the continuing corporation) or in the case of any sale or conveyance to another corporation or other entity of the property, assets or business of the Company as an entirety or substantially as an entirety, in any such case, the Company or such successor or purchasing corporation or entity, as the case may be, shall (i) execute with materially increase the Holder an agreement that the Holder shall have the right thereafter to receive upon the exercise liabilities of the Warrant Business Group or the kind and amount Buyer or any of shares and/or other securities or other property which he would have owned or have been entitled to receive its Affiliates (including, after the happening of such consolidationClosing, merger, sale or conveyance had the Warrant been exercised immediately prior to such actionCompanies and the Subsidiaries), (ii) make effective provision result in its certificate any material portion of its incorporation the Business contemplated by this Agreement to be conveyed to Buyer not being so conveyed at Closing or otherwise, if necessary, in order to effect such agreement, and (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 event Seller proposes to modify the Adjustment from that set aside or reserve for forth on Exhibit D, Seller shall provide Buyer with sufficient prior written notice thereof, which notice shall include sufficient details regarding the benefit 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 all substantive documentation relating to the effectuation of the Holder, 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 stock, securities, property effectuation of the Adjustment) and cash its review shall be to which ensure the Holder would be entitled to upon exercise Adjustment is effected in a manner consistent with the terms of this WarrantAgreement. 5.3 (b) In case of 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 reclassification or change of the Warrant Shares issuable upon exercise Companies and the Subsidiaries as of the date of this Warrant 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 a change in par value or from no par value to a specific par valuethe Companies, or as a result of a subdivision or combination, including any change in the shares into two or more classes or series of sharesSubsidiaries and the PC/JV Entities), or in and cause the case transfer from the Companies, Subsidiaries and JV/PC Entities and the assumption by Seller and/or its other Affiliates of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) of the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger by a holder of the number of Shares for which this Warrant might have been exercised immediately prior to such reclassification, change, consolidation or mergerall Retained Liabilities. 5.4 The above provisions of this paragraph 5 shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyances.

Adjustment. 5.1 In case prior to the expiration of this Warrant by exercise or by its terms the Company shall issue any (a) If outstanding shares of its the Common Stock as of the Issuer shall be subdivided into a stock greater number of shares, or a dividend in Common Stock or subdivide 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 Option Shares for which this Option may be exercised prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately decreased. Any adjustment to the 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 Option the kind and number of shares of Common Stock or other securities or property (including cash) of the Issuer, which the Holder would have received in connection with the Reorganization as the holder of the number of shares of Common Stock into a greater which the Option could have been exercised in full immediately prior to such Reorganization; and in any such case appropriate adjustment shall be made in the 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 (including the specified changes and other adjustments to the number of shares by a stock split or a similar transactionOption Shares) shall thereafter be applicable, thenas nearly as reasonably may be, in either relation to any shares, to such other securities or property thereafter receivable upon issuance of the Option Shares or (b) no less than thirty (30) days prior notice of such casesReorganization, 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 11(b) 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 other reorganization. (c) In addition to the adjustments to the number of Option Shares or other property receivable upon exercise of the Options as provided in Sections 11(a) and (b) above, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant in effect at the time of such action Option Share shall be proportionately reduced and the number of Warrant Shares purchasable at that time shall be proportionately increased; and, conversely, in the event the Company shall contract the number of outstanding shares of Common Stock by combining such shares into a smaller number of shares by a reverse split or similar transaction, then, in such case, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant shall be proportionately increased and the number of Warrant Shares purchaseable at that time shall be propotionately reduced. Any dividend paid or distributed upon the Common Stock in stock of any other class of securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable upon conversion thereof. 5.2 In case of any consolidation or merger of the Company with or into another corporation (other than a merger or consolidation in which the Company is the surviving or the continuing corporation) or in the case of any sale or conveyance to another corporation or other entity of the property, assets or business of the Company as an entirety or substantially as an entirety, in any such case, the Company or such successor or purchasing corporation or entity, as the case may be, shall (i) execute with the Holder an agreement appropriately adjusted so that the Holder aggregate exercise price shall have the right thereafter to receive upon the exercise of the Warrant the kind and amount of shares and/or other securities or other property which he would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrant been exercised immediately prior to such action, (ii) make effective provision in its certificate of its incorporation or otherwise, if necessary, in order to effect such agreement, and (iii) set aside or reserve for the benefit of the Holder, the stock, securities, property and cash to which the Holder would be entitled to upon exercise of this Warrantremain constant. 5.3 In case of any reclassification or change of the Warrant Shares issuable upon exercise of this Warrant (other than a change in par value or from no par value to a specific par value, or as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), or in the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) of the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger by a holder of the number of Shares for which this Warrant might have been exercised immediately prior to such reclassification, change, consolidation or merger. 5.4 The above provisions of this paragraph 5 shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyances.

Adjustment. 5.1 In case prior to The number of Convertible Preferred Shares (and the expiration number of Ordinary Shares issuable upon conversion thereof) purchasable upon the exercise of this Warrant by and the Exercise Price shall be subject to adjustment from time to time or upon exercise or by its terms as provided in this paragraph 4. 4.1. If, during the term of this Warrant, the Company shall issue any shares of its Common Stock as distribute a stock dividend or subdivide 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 Common Stock bonus shares, such increase to become effective immediately after the opening of business on the date following such distribution, and upon the happening of such an event the Exercise Price shall be adjusted appropriately. 4.2. If, during the term of this Warrant, the outstanding Convertible Preferred Shares shall be subdivided into a greater number of shares by a stock split or a similar transactionConvertible Preferred Shares, then, in either of such cases, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant in effect at the time of such action shall be proportionately reduced and the number of Warrant Convertible Preferred Shares purchasable upon exercise of this Warrant at that time the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately increased; , and, conversely, in if the event the Company outstanding Convertible Preferred Shares shall contract the number of outstanding shares of Common Stock by combining such shares each be combined into a smaller number of shares by a reverse split or similar transactionConvertible Preferred Shares, thenthe 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 combination becomes effective shall be proportionately decreased, and in each such case, case the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant shall be proportionately increased and the number of Warrant Shares purchaseable at that time shall be propotionately reduced. Any dividend paid or distributed upon the Common Stock in stock of any other class of securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable upon conversion thereofadjusted appropriately. 5.2 4.3. Reorganization, Reclassification, Merger, Consolidation or ---------------------------------------------------------- Disposition of Assets --------------------- (a) In case of any consolidation or merger of the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (other than a merger or consolidation in which the Company is the surviving sell, transfer or the continuing corporation) otherwise dispose of all or in the case substantially all of any sale or conveyance to another corporation or other entity of the its property, assets or business to another corporation and pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, (i) shares of capital stock of the successor or acquiring corporation or of the Company as an entirety (if it is the surviving corporation) or substantially as an entirety(ii) any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in any such case, 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 or who are holders immediately prior to such successor or purchasing corporation or entitytransaction, as the case may be, shall (i) execute with the Holder an agreement that then the Holder shall have the right thereafter to receive upon the exercise of the Warrant the kind and amount of shares and/or other securities or other property which he would have owned or have been entitled to receive after the happening of such consolidationreceive, merger, sale or conveyance had the Warrant been exercised immediately prior to such action, (ii) make effective provision in its certificate of its incorporation or otherwise, if necessary, in order to effect such agreement, and (iii) set aside or reserve for the benefit of the Holder, the stock, securities, property and cash to which the Holder would be entitled to upon exercise of this Warrant. 5.3 In case , the number of any reclassification or change shares of capital stock of the Warrant Shares issuable successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon exercise of this Warrant (other than a change in par value or from no par value to a specific par value, or as a result of a subdivision or combinationsuch reorganization, including any change in the shares into two or more classes or series of shares), or in the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) of the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash or combination thereof receivable upon such reclassification, changemerger, consolidation or merger disposition of assets by a holder of the number of shares of Convertible Preferred Shares for which this Warrant might have been exercised is exercisable immediately prior to such event. (b) In case of any such reorganization, reclassification, changemerger, consolidation or mergerdisposition of assets, the successor or acquiring corporation shall expressly assume the due and punctual observance and performance of 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 Board of Directors of the Company) in order to provide for adjustments of shares of the 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 4. 5.4 (c) The above provisions of this paragraph 5 subsection 4.3 shall similarly apply to successive reclassifications and changes reorganizations, reclassifications, mergers, consolidations or disposition of Shares and to successive consolidations, sales, leases or conveyancesassets.

Adjustment. 5.1 (i) In case prior 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 expiration same shall equal the price determined by multiplying such Conversion Price by a fraction of this Warrant which the numerator 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 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 exercise or by its terms the Company shall issue any shares reclassification of its Common Stock as (including any such reclassification in connection with a stock 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. 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 subdivide 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 into a greater number of shares multiplied by a stock split or a similar transaction, then, in either of such cases, the Exercise Price current market price per share of Common Stock (as defined in Section 5(e)(iv)) on such record date, less the Warrant Shares purchasable pursuant fair market value (as determined by the Board of Directors of the Borrower of the portion of the assets or evidences of indebtedness so to this Warrant in effect at be distributed, and of which the time of such action denominator shall be proportionately reduced and the number of Warrant Shares purchasable at that time shall be proportionately increased; and, conversely, in the event the Company shall contract the total number of outstanding shares of Common Stock multiplied by combining such shares into a smaller number of shares by a reverse split or similar transaction, then, in such case, the Exercise Price current market price per share of the Warrant Shares purchasable pursuant to this Warrant Common Stock. Such adjustment shall be proportionately increased made successively whenever such a record date is fixed; and in the number of Warrant Shares purchaseable at event that time such distribution is not so made, the Conversion Price shall again be propotionately reduced. Any dividend paid or distributed upon adjusted to be the Common Stock Conversion Price which would then be in stock effect if such record date has not been fixed. (iv) For the purpose of any other class of securities convertible into shares computation under Sections 5(b) and 5(e)(iii), the current market price per share of Common Stock on any date shall be treated deemed to be the average of the closing prices on the New York Stock Exchange Composite Transaction Reporting System, as a dividend paid reported in Common Stock the Wall Street Journal, for the 20 trading days immediately preceding the second trading day prior to the extent that shares of Common Stock are issuable upon conversion thereofday in question. 5.2 In case of any consolidation or merger of (v) If the Company with or into another corporation (other than Borrower is a merger or consolidation in which the Company is the surviving or the continuing corporation) or in the case of any sale or conveyance party to another corporation a merger, combination or other entity of the property, assets transaction which reclassifies or business of the Company as an entirety or substantially as an entirety, in any such casechanges its outstanding Common Stock, the Company or such successor or purchasing corporation or entity, as the case may be, shall (i) execute with the Holder an enter into a supplemental agreement which shall provide that the Holder shall have the right thereafter to receive upon the exercise of the Warrant Lender may convert into the kind and amount of shares and/or other securities securities, cash or other property assets which he the Lender would have owned or have been entitled to receive after such transaction if the happening of such consolidation, merger, sale or conveyance Lender had the Warrant been exercised converted immediately prior to the consummation of such action, transaction. (iivi) The Borrower may make effective provision such downward adjustments in its certificate of its incorporation or otherwise, if necessary, the Conversion Price as it considers to be advisable in order to effect such agreement, and (iii) set aside or reserve that any event treated for the benefit of the Holder, the stock, securities, property and cash to which the Holder would be entitled to upon exercise of this Warrant. 5.3 In case of any reclassification or change of the Warrant Shares issuable upon exercise of this Warrant (other than a change in par value or from no par value to a specific par value, or United States Federal income tax purposes as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), or in the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) of the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares dividend of stock and other securities, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger by a holder of stock rights shall not be taxable to the number of Shares for which this Warrant might have been exercised immediately prior to such reclassification, change, consolidation or mergerrecipients. 5.4 The above provisions of this paragraph 5 shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyances.

Adjustment. 5.1 In case With respect to each of the Deferred Businesses: (i) At least five (5) days (but no more than fifteen (15) days) prior to the expiration 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 this Warrant the Deferred Business Inventory that is held at any Transferred Leased Real Property location that is being assumed by exercise or the applicable Purchaser, pursuant to which each such unit of Deferred Business Inventory will be identified and counted by its terms the Company shall issue any shares personnel of its Common Stock as a stock dividend or subdivide the number of outstanding shares of Common Stock into a greater number of shares Seller using procedures normally used by a stock split or a similar transaction, then, in either Seller to take inventories of such cases, type. Items of Deferred Business Inventory that are Defective Inventory (as reasonably determined by the Exercise Price per share of Seller based on procedures mutually agreed by the Warrant Shares purchasable pursuant to this Warrant applicable Purchaser and Seller acting reasonably and in effect at the time of such action good faith) shall be proportionately reduced identified as such during such physical inventory. The applicable Purchaser and the number of Warrant Shares purchasable at that time shall be proportionately increased; and, conversely, in the event the Company shall contract the number of outstanding shares of Common Stock by combining such shares into a smaller number of shares by a reverse split or similar transaction, then, in such case, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant shall be proportionately increased and the number of Warrant Shares purchaseable at that time shall be propotionately reduced. Any dividend paid or distributed upon the Common Stock in stock of any other class of securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable upon conversion thereof. 5.2 In case of any consolidation or merger of the Company with or into another corporation (other than a merger or consolidation in which the Company is the surviving or the continuing corporation) or in the case of any sale or conveyance to another corporation or other entity of the property, assets or business of the Company as an entirety or substantially as an entirety, in any such case, the Company or such successor or purchasing corporation or entity, as the case may be, shall (i) execute with the Holder an agreement that the Holder its Representatives shall have the right thereafter to receive upon be present to observe the exercise of the Warrant the kind and amount of shares and/or other securities or other property which he would have owned or have been entitled to receive after the happening taking of such consolidationphysical inventory by Seller and review and verify the listing and tabulation of Seller, merger, sale but may not interfere with or conveyance had the Warrant been exercised immediately prior to delay such action, inventory count. (ii) make effective provision in its certificate Promptly following completion of its incorporation or otherwisethe 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 necessaryapplicable, 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 order 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 effect such agreementthe 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 the 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 Seller shall allow the applicable Purchaser to review any records, invoices and other documents of the Deferred Businesses and to have reasonable access to the properties and personnel (including personnel responsible for accounting and finance and senior management), in each case, to the extent reasonably related to the preparation of, or otherwise reasonably related to, the Estimated Deferred Business Statement. The applicable Purchaser shall have the opportunity to review and comment on the Estimated Deferred Business Statement, and Seller shall consider in good faith any comments made by the applicable Purchaser with respect to the calculations set forth in the 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 doubt, Seller shall have no obligation to agree to or incorporate any such comments into the 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) set aside 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 reserve 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 benefit 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 HolderResidual Deferred Business Inventory, the stock, securities, property and cash to which the Holder would be entitled to upon exercise of this Warrant. 5.3 In case of any reclassification or change of the Warrant Shares issuable upon exercise of this Warrant Purchaser shall conduct a unit physical inventory (other than on a change in par value or from no par value to a specific par value, or as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), or in the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other propertycarton-by-carton basis) of the Shares applicable Residual Deferred Business Inventory. Items of Deferred Business Inventory that are Defective Inventory (other than a change 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 par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder such physical inventory. Seller and its Representatives shall have the right thereafter to receive upon exercise be present to observe the taking of this Warrant solely such physical inventory by Purchaser and review and verify the kind listing and amount tabulation of shares of stock Purchaser, but may not interfere with or delay such inventory count. (v) Notwithstanding anything to the contrary set forth herein, Seller and other securities, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger by a holder 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 number Residual Inventory Consideration in respect thereof, which may be done individually on the basis of Shares for which each Deferred Business (or the specific segments and jurisdiction thereof). (vi) Within thirty (30) days of the 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 Warrant might have been exercised immediately Section 6.13(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 reclassificationtime. If Seller delivers an Deferred Business Notice of Disagreement to such Purchaser prior to the Deferred Business Disagreement Deadline, change, consolidation or mergerthe 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. 5.4 The above provisions (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 this paragraph 5 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 similarly apply pay to successive reclassifications 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 changes of Shares binding on Seller and ABG Purchaser pursuant to successive consolidations, sales, leases or conveyancesSection 6.13(f)(vii).

Adjustment. 5.1 In case Within 90 days after the Closing Date, (i) CSX shall prepare and deliver to the Vectura Parties a statement setting forth a calculation of the level of Working Capital of ACL and ACL Holdings as of the Closing Date and (ii) Vectura shall prepare and deliver to CSX a statement setting forth a calculation of the level of Working Capital of NMI Holdings as of the Closing Date (each, an "Initial Statement"). ACL Holdings shall assist CSX and Vectura in the preparation of the Initial Statements, and CSX and Vectura shall be provided full access to any properties, books and records in ACL Holdings possession for such purpose. During the 30 days immediately following receipt of each Initial Statement, each receiving Party shall be permitted to review the working papers of the other relating to such other Party's Initial Statement. An Initial Statement shall become final and binding upon the Parties (and shall thereupon become a "Final Statement") on the 30th day following receipt thereof by the receiving Party unless such receiving Party provides to the other a Notice of Disagreement prior to such 30th day. Any Notice of Disagreement shall specify in reasonable detail the expiration nature of this Warrant any disagreement so asserted. If a timely Notice of Disagreement is received by exercise or the applicable Party, then the Initial Statement relating thereto shall become final and binding upon the Parties (and shall thereupon become a "Final Statement") on the earlier of (x) the date on which the Parties resolve in writing any differences they may have with respect to any matter specified in the Notice of Disagreement with respect to such Initial Statement and agree upon a Final Statement and (y) the date on which the Accounting Firm, after performing appropriate procedures, finally resolves in writing any matters with respect to such Initial Statement that are in dispute by its terms providing the Company Parties with a Final Statement. During the 30 days immediately following the delivery of a Notice of Disagreement, the Parties shall issue seek in good faith to resolve in writing (and thereby agree upon a Final Statement) any shares differences which they may have with respect to any matter specified in such Notice of its Common Stock as a stock dividend or subdivide Disagreement. During such period, the number applicable Party shall have access to the working papers of outstanding shares of Common Stock into a greater number of shares by a stock split or a similar transaction, then, the other Party prepared in either connection with the preparation of such casesNotice of Disagreement. At the end of such 30-day period, the Exercise Price per share Parties shall submit to the Accounting Firm for review and resolution any and all matters which remain in dispute and which were included in such Notice of Disagreement, and, within 30 days of such submission, the Accounting Firm shall make a final written determination (which shall thereupon become a "Final Statement"), binding on the Parties, of the Warrant Shares purchasable level of Working Capital as of the Closing Date of ACL and ACL Holdings or NMI Holdings, as applicable, which determination shall be, by line item, at or between the amount of such line item on the applicable Initial Statement and the amount of such line item on the applicable Notice of Disagreement. The fees of the Accounting Firm incurred pursuant to this Warrant in effect at the time of such action Section 2.4(a) shall be proportionately reduced and the number of Warrant Shares purchasable at that time shall be proportionately increased; and, conversely, in the event the Company shall contract the number of outstanding shares of Common Stock borne by combining such shares into a smaller number of shares by a reverse split or similar transaction, then, in such case, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant shall be proportionately increased and the number of Warrant Shares purchaseable at that time shall be propotionately reduced. Any dividend paid or distributed upon the Common Stock in stock of any other class of securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable upon conversion thereofACL. 5.2 In case of any consolidation or merger of the Company with or into another corporation (other than a merger or consolidation in which the Company is the surviving or the continuing corporation) or in the case of any sale or conveyance to another corporation or other entity of the property, assets or business of the Company as an entirety or substantially as an entirety, in any such case, the Company or such successor or purchasing corporation or entity, as the case may be, shall (i) execute with the Holder an agreement that the Holder shall have the right thereafter to receive upon the exercise of the Warrant the kind and amount of shares and/or other securities or other property which he would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrant been exercised immediately prior to such action, (ii) make effective provision in its certificate of its incorporation or otherwise, if necessary, in order to effect such agreement, and (iii) set aside or reserve for the benefit of the Holder, the stock, securities, property and cash to which the Holder would be entitled to upon exercise of this Warrant. 5.3 In case of any reclassification or change of the Warrant Shares issuable upon exercise of this Warrant (other than a change in par value or from no par value to a specific par value, or as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), or in the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) of the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger by a holder of the number of Shares for which this Warrant might have been exercised immediately prior to such reclassification, change, consolidation or merger. 5.4 The above provisions of this paragraph 5 shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyances.

Adjustment. 5.1 In case prior to the expiration of this Warrant by exercise or by its terms (a) If the Company shall issue any shares pay to the holders of its Shares a dividend payable in Shares of Common Stock as a stock dividend or shall subdivide the number of outstanding shares Shares of Common Stock into a greater number of shares by Shares or shall combine the outstanding Shares of Common Stock into a stock split or a similar transaction, then, in either smaller number of such casesShares, the Exercise Director Units and the Base Price per share Per Share shall be proportionately adjusted as follows: (i) If the Company pays a dividend in Shares of Common Stock, the Warrant Shares purchasable pursuant to this Warrant Base Price Per Share in effect at the time 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 action 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 outstanding Shares of Common Stock shall be subdivided into a greater number of 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 the number of Warrant Shares purchasable at that time shall be proportionately increased; reduced, and, conversely, in the event the Company shall contract the number of case outstanding shares Shares of Common Stock by combining such shares shall each be combined into a smaller number of shares by a reverse split or similar transaction, then, in such caseShares of Common Stock, the Exercise Base Price per share Per Share in effect at the opening of business on the Warrant Shares purchasable pursuant to this Warrant day following the day upon which such combination becomes effective shall be proportionately increased and the number of Warrant Shares purchaseable at that time shall be propotionately reduced. Any dividend paid increased, such reduction or distributed upon the Common Stock in stock of any other class of securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that shares of Common Stock are issuable upon conversion thereof. 5.2 In case of any consolidation or merger of the Company with or into another corporation (other than a merger or consolidation in which the Company is the surviving or the continuing corporation) or in the case of any sale or conveyance to another corporation or other entity of the property, assets or business of the Company as an entirety or substantially as an entirety, in any such case, the Company or such successor or purchasing corporation or entityincrease, 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 Director Units held by the Director immediately prior to such adjustment shall be adjusted to a number of Director Units equal to the number of Director Units held by the Director immediately prior to such adjustment multiplied by a fraction, the numerator of which shall be the Base Price Per Share in effect immediately prior to such adjustment and the denominator of which shall be the Base Price Per Share in effect immediately after such adjustment. (ib) execute with Except as expressly provided in subparagraph (a) above, the Holder an agreement that issuance by the Holder shall have the right thereafter to receive Company of shares of 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 exercise of the Warrant the kind and amount rights or warrants to subscribe therefor, or upon conversion of shares and/or other securities or other property which he would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrant been exercised immediately prior to such action, (ii) make effective provision in its certificate of its incorporation or otherwise, if necessary, in order to effect such agreement, and (iii) set aside or reserve for the benefit of the Holder, the stock, securities, property and cash to which the Holder would be entitled to upon exercise of this Warrant. 5.3 In case of any reclassification or change of the Warrant Shares issuable upon exercise of this Warrant (other than a change in par value or from no par value to a specific par value, or as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), or in the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) of the Shares (other than a change in the par value, or from no par value to a specific par value or, as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), Holder shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of stock and other securities, propertyand in any case whether or not for fair value, cash shall not affect, and no adjustment by reason thereof shall be made with respect to, the Director Units or combination thereof receivable upon such reclassification, change, consolidation or merger by a holder of the number of Shares for which this Warrant might have been exercised immediately prior to such reclassification, change, consolidation or mergerBase Price Per Share. 5.4 The above provisions of this paragraph 5 shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyances.

Adjustment. 5.1 The Exercise Price in effect at any time and the number and kind of securities purchasable upon the exercise of the Warrant shall be subject to adjustment from time to time upon the happening of certain events as follows: (a) In case prior to the expiration of this Warrant by exercise or by its terms the Company VerticalBuyer shall issue any shares of its Common Stock as (i) declare a stock dividend or make a distribution on its outstanding Shares, (ii) subdivide the number of or reclassify its outstanding shares of Common Stock into a greater number of shares, or (iii) combine or reclassify its outstanding shares by into a stock split or a similar transaction, then, in either smaller number of such casesshares, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant in effect at the time of the record date for such action dividend or distribution or of the effective date of such subdivision, combination or reclassification shall be proportionately reduced adjusted so that it shall equal the price determined by multiplying the Exercise Price by a fraction, the denominator of which shall be the number of shares 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 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 Warrant additional Shares purchasable 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 that time such current market price per share of its common stock, and the denominator of which shall be proportionately increased; and, conversely, in the event the Company shall contract sum of the number of Shares outstanding shares of Common Stock by combining on such shares into a smaller number of shares by a reverse split or similar transaction, then, in such case, the Exercise Price per share of the Warrant Shares purchasable pursuant to this Warrant shall be proportionately increased record date and the number of Warrant additional Shares purchaseable at that time offered for subscription or purchase (or into which the convertible securities so offered are convertible). Such adjustment shall be propotionately reduced. Any dividend paid made successively whenever such rights or distributed upon warrants are issued and shall become effective immediately after the Common Stock in stock record date for the determination of any other class of securities convertible into shares of Common Stock shall be treated as a dividend paid in Common Stock 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 Common Stock are the Exercise Price in effect immediately prior thereto multiplied by a fraction, the numerator of which shall be the total number of Shares outstanding multiplied by the current market price of 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 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 conversion thereofexercise 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. 5.2 In case (e) For the purpose of any consolidation computation under Subsections (b) or merger (c) above, the current market price per share of its common stock at any date shall be deemed to be the average of the Company with daily closing prices for 20 consecutive business days before such date. 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 into another corporation 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 (other than a merger or consolidation in which the Company is the surviving or the continuing corporation"OTCBB") or in other similar organization if the case of any sale OTCBB is no longer reporting such information, or conveyance to another corporation or other entity of the property, assets or business of the Company as an entirety or substantially as an entirety, in any such caseif not so available, the Company 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 such successor or purchasing corporation or entityto the nearest one-hundredth of a share, as the case may be. Anything in this Section 8 to the contrary notwithstanding, VerticalBuyer shall (i) execute with be entitled, but shall not be required, to make such changes in the Holder an agreement that the Holder Exercise Price, in addition to those required by this Section 8, as it shall have the right thereafter to receive upon the exercise of the Warrant the kind and amount of shares and/or other securities or other property which he would have owned or have been entitled to receive after the happening of such consolidationdetermine, merger, sale or conveyance had the Warrant been exercised immediately prior to such action, (ii) make effective provision in its certificate sole discretion, to be advisable in order that any dividend or distribution in Shares, or any subdivision, reclassification or combination of its incorporation or otherwise, if necessary, in order to effect such agreement, and (iii) set aside or reserve for the benefit of the Holder, the common stock, securities, property and cash hereafter made by VerticalBuyer shall not result in any Federal Income tax liability to which the Holder would be entitled to upon exercise holders of this Warrantits common stock or securities convertible into its common stock. 5.3 In case (g) Whenever the Exercise Price is adjusted, as herein provided, VerticalBuyer shall promptly, but no 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 any reclassification or change of the Warrant Shares issuable upon exercise of the 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 (other than Section 8, and a change in par value or from no par value to a specific par value, or as a result of a subdivision or combination, including any change in the shares into two or more classes or series of shares), or in the case of any consolidation or merger of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change in the right to receive cash or other property) certificate signed by such firm shall be conclusive evidence of the Shares correctness of such adjustment. (other than a change in h) In the par value, or from no par value to a specific par value orevent that at any time, as a result of a subdivision or combinationan adjustment made pursuant to Subsection (a) above, including any change in the shares into two or more classes or series of shares), Holder CSPI thereafter shall have the right thereafter become entitled to receive any shares of VerticalBuyer, other than its common stock, thereafter the number of such other shares so receivable upon exercise of this the Warrant solely shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the kind and amount of shares of provisions with respect to its common stock and other securitiescontained in Subsections (a) to (g), property, cash or combination thereof receivable upon such reclassification, change, consolidation or merger by a holder of the number of Shares for which this Warrant might have been exercised immediately prior to such reclassification, change, consolidation or mergerinclusive above. 5.4 The above provisions of this paragraph 5 shall similarly apply to successive reclassifications and changes of Shares and to successive consolidations, sales, leases or conveyances.