Common use of Adjustments of Exercise Price and Number of Shares Clause in Contracts

Adjustments of Exercise Price and Number of Shares. The Exercise Price and the number and kind of securities issuable upon exercise of each Underwriter Warrant shall be subject to adjustment from time to time upon the happening of certain events, as follows: (a) In case the Company shall (i) declare a dividend on its Common Shares in Common Shares or make a distribution of Common Shares, (ii) subdivide its outstanding (b) In case the Company shall issue rights, options or warrants to all holders of its Common Shares, entitling them to subscribe for or to purchase Common Shares at a price per share that is lower at the record date mentioned below than the then current market price per Common Share (as defined in paragraph (d) below), the number of Shares thereafter purchasable upon exercise of each Underwriter Warrant shall be determined by multiplying the number of Shares theretofore purchasable upon exercise of each Underwriter Warrant by a fraction, of which the numerator shall be the number of Common Shares outstanding on such record date plus the number of additional Common Shares offered for subscription or purchase, and of which the denominator shall be the number of Common Shares outstanding on such record date plus the number of shares which the aggregate offering price of the total number of Common Shares so offered would purchase at the then current market price per Common Share. Such adjustment shall be made whenever such rights, options or warrants are issued, and shall become effective retroactively to immediately after the record date for the determination of shareholders entitled to receive such rights, options or warrants. (c) In case the Company shall distribute to all holders of its Common Shares stock other than Common Shares or evidences of its indebtedness or assets (excluding cash dividends payable out of consolidated earnings or retained earnings and dividends or distributions referred to in paragraph (a) above) or rights, options or warrants or convertible or exchangeable securities containing the right to subscribe for or purchase Common Shares (excluding those referred to in paragraph (b) above), then in each case the number of Shares thereafter issuable upon the exercise of each Underwriter Warrant shall be determined by multiplying the number of Shares theretofore issuable upon the exercise of each Underwriter Warrant, by a fraction, of which the numerator shall be the current market price per Common Share (as defined in paragraph (d) below) on the record date mentioned below in this paragraph (c), and of which the denominator shall be the current market price per Common Share on such record date, less the then fair value of the portion of the shares of capital stock other than Common Shares or assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one Common Share. Such adjustment shall be made whenever any such distribution is made, and shall

Adjustments of Exercise Price and Number of Shares. The Exercise Price and the number and kind of securities issuable upon exercise of each Underwriter Warrant shall be subject to adjustment from time to time upon the happening of certain events, as follows: (a) In case the Company shall (i) declare a dividend on its Common Shares in Common Shares or make a distribution of Common Shares, (ii) subdivide its outstandingoutstanding Common Shares, (iii) combine its outstanding Common Shares into a smaller number of Common Shares or (iv) issue by reclassification of the Common Shares other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), the number of Shares purchasable upon exercise of each Underwriter Warrant immediately prior thereto shall be adjusted so that the Holder of each Underwriter Warrant shall be entitled to receive the kind and number of Shares or other securities of the Company which he would have owned or have been entitled to receive after the happening of any of the events described above, had such Underwriter Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to immediately after the record date, if any, for such event. (b) In case the Company shall issue rights, options or warrants to all holders of its Common Shares, without any charge to such holders, entitling them (for a period expiring within 45 days after the record date mentioned below in this paragraph (b)) to subscribe for or to purchase Common Shares at a price per share that is lower at the record date mentioned below than the then current market price per Common Share (as defined in paragraph (d) below), the number of Shares thereafter purchasable upon exercise of each Underwriter Warrant shall be determined by multiplying the number of Shares theretofore purchasable upon exercise of each Underwriter Warrant by a fraction, of which the numerator shall be the number of Common Shares outstanding on such record date plus the number of additional Common Shares offered for subscription or purchase, and of which the denominator shall be the number of Common Shares outstanding on such record date plus the number of shares which the aggregate offering price of the total number of Common Shares so offered would purchase at the then current market price per Common Share. Such adjustment shall be made whenever such rights, options or warrants are issued, and shall become effective retroactively to immediately after the record date for the determination of shareholders entitled to receive such rights, options or warrants. (c) In case the Company shall distribute to all holders of its Common Shares stock other than Common Shares or evidences of its indebtedness or assets (excluding cash dividends payable out of consolidated earnings or retained earnings and dividends or distributions referred to in paragraph (a) above) or rights, options or warrants or convertible or exchangeable securities containing the right to subscribe for or purchase Common Shares (excluding those referred to in paragraph (b) above), then in each case the number of Shares thereafter issuable upon the exercise of each Underwriter Warrant shall be determined by multiplying the number of Shares theretofore issuable upon the exercise of each Underwriter Warrant, by a fraction, of which the numerator shall be the current market price per Common Share (as defined in paragraph (d) below) on the record date mentioned below in this paragraph (c), and of which the denominator shall be the current market price per Common Share on such record date, less the then fair value (as determined by the Board of Directors of the Company, whose determination shall be conclusive) of the portion of the shares of capital stock other than Common Shares or assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one Common Share. Such adjustment shall be made whenever any such distribution is made, and shallshall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders entitled to receive such distribution. (d) For the purpose of any computation under paragraphs (b) and (c) of this Section 8, the current market price per Common Share at any date shall be the average of the daily closing prices for fifteen (15) consecutive trading days commencing twenty (20) trading days before the date of such computation. The closing price for each day shall be the last reported sale price regular way or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in either case on the principal national securities exchange on which the shares are listed or admitted to trading, or if they are not listed or admitted to trading on any national securities exchange, but are traded in the over-the-counter market, the closing sale price of the Common Shares or, in case no sale is publicly reported, the average of the representative closing bid and asked quotations for the Common Shares on the Nasdaq SmallCap Market or any comparable system, or if the Common Shares are not listed on the Nasdaq SmallCap Market or a comparable system, the closing sale price of the Common Shares or, in case no sale is publicly reported, the average of the closing bid and asked prices as furnished by two members of the NASD selected from time to time by the Company for that purpose. (e) No adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of Shares purchasable upon the exercise of each Underwriter Warrant; provided, however, that any adjustments which by reason of this paragraph (e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment, but not later than three years after the happening of the specified event or events. All calculations shall be made to the nearest one thousandth of a share. Anything in this Section 8 to the contrary notwithstanding, the Company shall be entitled, but shall not be required, to make such changes in the number of Shares purchasable upon the exercise of each Underwriter Warrant, in addition to those required by this Section 8, as it in its discretion shall determine to be advisable in order that any dividend or distribution in shares of Common Shares, subdivision, reclassification or combination of Common Shares, issuance of rights, warrants or options to purchase Common Shares, or distribution of shares of capital stock other than Common Shares, evidences of indebtedness or assets (other than distributions of cash out of consolidated earnings or retained earnings) or convertible or exchangeable securities hereafter made by the Company to the holders of its Common Shares, shall not result in any tax to the holders of its Common Shares or securities convertible into Common Shares. (f) Whenever the number of Shares purchasable upon the exercise of each Underwriter Warrant is adjusted, as herein provided, the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of each Underwriter Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares so purchasable immediately thereafter. (g) For the purpose of this Section 8, the term "Common Shares" shall mean (i) the class of stock designated as the Common Shares of the Company at the date of this Agreement or (ii) any other class of stock resulting from successive changes or reclassifications of such shares consisting solely of changes in par value, or from no par value to par value, or from par value to no par value. In the event that at any time, as a result of an adjustment made pursuant to paragraph (a) above, the Holders shall become entitled to purchase any shares of capital stock of the Company other than Common Shares, thereafter the number of such other shares so purchasable upon exercise of each Underwriter Warrant and the Exercise Price of such shares 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 Shares contained in paragraphs (a) through (f), inclusive, and paragraphs (h) through (m), inclusive, of this Section 8, and the provisions of Sections 4, 5, 7 and 10, with respect to the Shares, shall apply on like terms to any such other shares.

Adjustments of Exercise Price and Number of Shares. The Exercise Price and the number and kind of securities issuable purchasable upon exercise of each Underwriter Adelphi Warrant shall be subject to adjustment from time to time upon the happening of certain eventsevents that may occur after the date hereof and prior to the Expiration Date, as follows: (a) A. In case the Company shall (i) declare a dividend on its Common Shares Stock in shares of Common Shares Stock or make a distribution in shares of Common SharesStock, (ii) subdivide its outstandingoutstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock or (iv) issue a reclassification of its shares of Common Stock or other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), the number of Warrant Shares purchasable upon exercise of each Adelphi Warrant immediately prior thereto shall be adjusted so that the Holder of each Adelphi Warrant shall be entitled to receive the kind and number of Warrant Shares or other securities of the Company which he would have owned or have been entitled to receive after the happening of any of the events described above, had such Adelphi Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this Paragraph A shall become effective immediately after the effective date of such event retroactive to immediately after the record date, if any, for such event. (b) B. In case the event the Company shall issue rights, options or warrants to all (or substantially all) holders of its shares of Common SharesStock, without any charge to such holders, entitling them (for a period expiring within 45 days after the record date mentioned below in this Paragraph B) to subscribe for or to purchase shares of Common Shares Stock at a price per share that is lower at the record date mentioned below than the then current market price Exercise Price per share of Common Share (as defined Stock in paragraph (d) below)effect immediately prior to such issuance or sale, the number of Warrant Shares thereafter purchasable upon exercise of each Underwriter Adelphi Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon exercise of each Underwriter Adelphi Warrant by a fraction, of which the numerator shall be the number of shares of Common Shares Stock outstanding on such record date plus the number of additional shares of Common Shares Stock offered for subscription or purchase, and of which the denominator shall be the number of shares of Common Shares Stock outstanding on such record date plus the number of shares which the aggregate offering price of the total number of shares of Common Shares Stock so offered would purchase at the then current market price per share of Common ShareStock. Such adjustment shall be made whenever such rights, options or warrants are issued, and shall become effective retroactively to immediately after the record date for the determination of shareholders entitled to receive such rights, options or warrants. (c) C. In case the Company shall distribute to all (or substantially all) holders of its shares of Common Shares Stock shares of stock other than Common Shares Stock or evidences of its indebtedness or assets (excluding cash dividends payable out of consolidated earnings or retained earnings and dividends or distributions referred to in paragraph (a) Paragraph A above) or rights, options or warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Shares Stock (excluding those referred to in paragraph (b) Paragraph B above), then in each case the number of Warrant Shares thereafter issuable purchasable upon the exercise of each Underwriter Adelphi Warrant shall be determined by multiplying the number of Warrant Shares theretofore issuable purchasable upon the exercise of each Underwriter Adelphi Warrant, by a fraction, of which the numerator shall be the current market price per share of Common Share Stock (as defined in paragraph (d) Paragraph D below) on the record date mentioned below in this paragraph (c)Paragraph C, and of which the denominator shall be the current market price per share of Common Share Stock on such record date, less the then fair value (as determined by the Board of Directors of the Company) of the portion of the shares of capital stock other than Common Shares Stock or assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common ShareStock. Such adjustment shall be made whenever any such distribution is made, and shallshall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders entitled to receive such distribution. D. For the purpose of any computation under Paragraph C of this Section 6, the current market price per share of Common Stock at any date shall be the average of the daily closing prices for the 15 consecutive trading days commencing 20 trading days before the date of such computation. The closing price for each day shall be the last reported sale price regular way or, in such case no such reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in either case on the principal national securities exchange on which the shares are listed or admitted to trading on any national securities exchange, but are traded in the over-the-counter market, the closing sale price of the Common Stock or, in case no sale is publicly reported, the average of the representative closing bid and asked quotations for the Common Stock on the National Association of Securities Dealers Automated quotation ("NASDAQ") system or any comparable system, or if the Common Stock is not listed on NASDAQ or a comparable system, the closing sale price of the Common Stock or, in case no sale is publicly reported, the average of the closing bid and asked prices as furnished by two members of the NASD selected from time to time by the Company for that purpose. E. No adjustment in the number of Warrant Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least 1% in the number of Warrant Shares purchasable upon the exercise of each Adelphi Warrant; provided, however, that any adjustments which by reason of this Paragraph E are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations shall be made to the nearest one thousandth of a share. Anything in this Section 6 to the contrary notwithstanding, the Company shall be entitled, but shall not be required, to make such changes in the number of Warrant Shares purchasable upon the exercise of each Adelphi Warrant, in addition to those required by this Section 6, as it in its discretion shall determine to be advisable in order that any dividend or distribution in shares of Common Stock, subdivision, reclassification or combination of shares of Common Stock, issuance of rights, warrants or options to purchase Common Stock, or distribution of shares of stock other than Common Stock, evidences of indebtedness or assets (other than distributions of cash out of consolidated earnings or retained earnings) or convertible or exchangeable securities hereafter made by the Company to the holders of its Common Stock shall not result in any tax to the holders of its Common Stock or securities convertible into Common Stock. F. Whenever the number of Warrant Shares purchasable upon the exercise of each Adelphi Warrant is adjusted, as herein provided, the Exercise Price shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Warrant Shares purchasable upon the exercise of each Adelphi Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Warrant Shares so purchasable immediately thereafter. G. For the purpose of this Section 6, the term "shares of Common Stock" shall mean (i) the class of stock designated as the Common Stock of the Company as the date of this Agreement or (ii) any other class of stock resulting from successive changes or reclassification of such shares consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to Paragraph A above, the Holders shall become entitled to purchase any shares of Capital Stock of the Company other than shares of Common Stock, thereafter the number of such other shares so purchasable upon exercise of each Adelphi Warrant and the Exercise Price of such shares 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 Warrant Shares contained in Paragraphs A through F, inclusive, above, and paragraphs H through M, inclusive, of this Section 6, and the provisions of Sections 3, 4, 5 and 8, with respect to the Warrant Shares, shall apply on like terms to any such shares.

Adjustments of Exercise Price and Number of Shares. The Class A Exercise Price Price, the Class B Exercise Price, and the number and kind of securities issuable upon exercise of each Underwriter Warrant shall be subject to adjustment from time to time upon the happening of certain events, as follows: (a) a. In case the Company shall (i) declare subdivide or combine its outstanding shares of Common Stock into a dividend on its Common greater or lesser number of shares, the number of Shares in Common purchasable upon exercise of each Warrant immediately prior thereto shall be adjusted so that the Holder of each Warrant shall be entitled to receive the kind and number of Shares or make a distribution other securities of Common Sharesthe Company which he would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such subdivision or combination or any record date with respect thereto. An adjustment made pursuant to this paragraph (iia) subdivide its outstandinghall become effective immediately after the effective date of such event retroactive to immediately after the record date, if any, for such event. (b) b. In case the Company shall issue rightsat any time after the date hereof pay a dividend in shares of Common Stock or make a distribution in shares of Common Stock, options then upon such dividend or warrants distribution the Exercise Price in effect immediately prior to all holders of its Common Shares, entitling them such dividend or distribution shall forthwith be reduced to subscribe for or to purchase Common Shares at a price per share that is lower at determined by dividing: i. an amount equal to the record total number of shares of Common Stock outstanding immediately prior to such dividend or distribution multiplied by the Exercise Price in effect immediately prior to such dividend or distribution, by ii. the total number of shares of Common Stock outstanding immediately after such dividend or distribution. For the purposes of any computation to be made in accordance with the provisions of this subsection, the following provisions shall be applicable: Common Stock issuable by way of dividend or other distribution on any stock of the Company shall be deemed to have been issued immediately after the opening of business on the date mentioned below than following the then current market price per date fixed for the determination of stockholders entitled to receive such dividend or other distribution. c. In case of a capital reorganization or a reclassification of the Common Share Stock (except as defined provided in paragraph Subsection (da) above or Subsection (k) below), any Warrant Holder, upon exercise of Warrants, shall be entitled to receive, in substitution for the Common Stock to which he would have become entitled upon exercise immediately prior to such reorganization or reclassification, the shares (of any class or classes) or other securities or property of the Company (or cash) that he would have been entitled to receive at the same aggregate Exercise Price upon such reorganization or reclassification if such Warrants had been exercised immediately prior to the record date with respect to such event; and in any such case, appropriate provision (as determined by the Board of Directors of the Company, whose determination shall be conclusive if made in good faith and shall be evidenced by a certified Board resolution filed with the Warrant Agent) shall be made for the application of this Section with respect to the rights and interests thereafter of the Warrant Holders (including but not limited to the allocation of the Exercise Price between or among shares of classes of capital stock), to the end that this Section (including the adjustments of the number of Shares shares of Common Stock or other securities purchasable and the Exercise Price thereof) shall thereafter be reflected, as nearly as reasonably practicable, in all subsequent exercises of the Warrants for any shares or securities or other property (or cash) thereafter deliverable upon the exercise of the Warrants. The above provisions of this Subsection shall similarly apply to successive reorganizations or reclassifications. d. Within a reasonable time after the close of each quarterly fiscal period of the Company during which the Exercise Price has been adjusted as herein provided, the Company shall: (i) file with the Warrant Agent a certificate signed by the President or Vice President of the Company and by the Treasurer or Assistant Treasurer or the Secretary or an Assistant Secretary of the Company, showing in detail the facts requiring all such adjustments occurring during such period and the Exercise Price after each such adjustment; and (ii) the Warrant Agent shall have no duty with respect to any such certificate filed with it except to keep the same on file and available for inspection by Warrant Holders during reasonable business hours, and the Warrant Agent may conclusively rely upon the latest certificate furnished to it hereunder. The Warrant Agent shall not at any time be under any duty or responsibility to any Warrant Holder to determine whether any facts exist which may require any adjustment of the Exercise Price, or with respect to the nature or extent of any adjustment of the Exercise Price when made, or with respect to the method employed in making any such adjustment, or with respect to the nature or extent of the property or securities deliverable hereunder. In the absence of a certificate having been furnished, the Warrant Agent may conclusively rely upon the provisions of the Warrants with respect to the Common Stock deliverable upon the exercise of the Warrants and the applicable Exercise Price thereof. e. Notwithstanding anything contained herein to the contrary, no adjustment of the Exercise Price shall be made if the amount of such adjustment shall be less than $.05 per Warrant, but in such case any adjustment that would otherwise be required then to be made shall be carried forward and shall be made at the time and together with the next subsequent adjustment which, together with any adjustment so carried forward, shall amount to not less than $.05. f. For the purpose of this Section 9, the term "shares of Common Stock" shall mean (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement or (ii) any other class of stock resulting from successive changes or reclassifications of such shares consisting solely of changes in par value, or from no par value to par value, or from par value to no par value. In the event that at any time, as a result of an adjustment made pursuant to paragraph (a) above, the Holders shall become entitled to purchase any shares of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so purchasable upon exercise of each Underwriter Warrant and the Exercise Price of such shares shall be determined 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 Shares contained in paragraphs (a) through (e), inclusive, and paragraphs (g) through (l), inclusive, of this Section 9, and the provisions of Sections 4, 5 and 8, with respect to the Shares, shall apply on like terms to any such other shares. g. Upon the expiration of any rights, options, warrants or conversion rights or exchange privileges, if any, thereof shall not have been exercised, the applicable Exercise Price and the number of shares of Common Stock purchasable upon the exercise of each Warrant shall, upon such expiration, be readjusted and shall thereafter be such as each would have been had it originally been adjusted (or had the original adjustment not been required, as the case may be) as if (i) the only shares of Common Stock so issued were the shares of Common Stock, if any, actually issued or sold upon the exercise of such rights, options, warrants or conversion rights or exchange privileges and (ii) such shares of Common Stock, if any, were issued or sold for the consideration actually received by multiplying the Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for the issuance, sale or grant of all of such rights, options, warrants or conversion rights or exchange privileges whether or not exercised; provided, however, that no such readjustment shall have the effect of decreasing the number of Shares theretofore purchasable upon exercise of each Underwriter Warrant by a fraction, of which the numerator shall be the number of Common Shares outstanding on such record date plus the number of additional Common Shares offered for subscription or purchase, and of which the denominator shall be the number of Common Shares outstanding on such record date plus the number of shares which the aggregate offering price of the total number of Common Shares so offered would purchase at the then current market price per Common Share. Such adjustment shall be made whenever such rights, options or warrants are issued, and shall become effective retroactively to immediately after the record date for the determination of shareholders entitled to receive such rights, options or warrants. (c) In case the Company shall distribute to all holders of its Common Shares stock other than Common Shares or evidences of its indebtedness or assets (excluding cash dividends payable out of consolidated earnings or retained earnings and dividends or distributions referred to in paragraph (a) above) or rights, options or warrants or convertible or exchangeable securities containing the right to subscribe for or purchase Common Shares (excluding those referred to in paragraph (b) above), then in each case the number of Shares thereafter issuable upon the exercise of each Underwriter Warrant shall be determined or increasing the applicable Exercise Price by multiplying the number of Shares theretofore issuable upon the exercise of each Underwriter Warrant, by a fraction, of which the numerator shall be the current market price per Common Share (as defined an amount in paragraph (d) below) on the record date mentioned below in this paragraph (c), and of which the denominator shall be the current market price per Common Share on such record date, less the then fair value excess of the portion amount of the shares adjustment initially made in respect of capital stock other than Common Shares the issuance, sale or assets or evidences of indebtedness so distributed or grant of such subscription rights, options options, warrants or warrants, conversion rights or of such convertible or exchangeable securities applicable to one Common Share. Such adjustment shall be made whenever any such distribution is made, and shallexchange privileges.

Adjustments of Exercise Price and Number of Shares. The Exercise Price and the number and kind of securities issuable upon exercise of each Underwriter Warrant shall be subject to adjustment from time to time upon the happening of certain events, as follows: (a) In case If the Company shall (i) declare declares a dividend on its Common Shares Stock in shares of Common Shares Stock or make makes a distribution in shares of Common SharesStock, (ii) subdivide subdivides its outstandingoutstanding shares of Common Stock, (iii) combines its outstanding shares of Common Stock into a smaller number of shares of Common Stock or (iv) issues by reclassification of its shares of Common Stock other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity), the number of Shares purchasable upon exercise of each Warrant immediately prior thereto shall be adjusted so that the Holder of each Warrant shall be entitled to receive the kind and number of Shares or other securities of the Company which he would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to immediately after the record date, if any, for such event. (b) In case If the Company shall issue issues rights, options or warrants to all holders of its shares of Common SharesStock, without any charge to such holders, entitling them (for a period expiring within 45 days after the record date mentioned below in this paragraph (b)) to subscribe for or to purchase shares of Common Shares Stock at a price per share that is lower at the record date mentioned below than the then current market price per share of Common Share Stock at the record date mentioned below (as defined in paragraph (d) below), the number of Shares thereafter purchasable upon exercise of each Underwriter Warrant shall be determined by multiplying the number of Shares theretofore purchasable upon exercise of each Underwriter Warrant by a fraction, of which the numerator shall be the number of shares of Common Shares Stock outstanding on such record date plus the number of additional shares of Common Shares Stock offered for subscription or purchase, and of which the denominator shall be the number of shares of Common Shares Stock outstanding on such record date plus the number of shares which the aggregate offering price of the total number of shares of Common Shares Stock so offered would purchase at the then current market price per share of Common ShareStock. Such adjustment shall be made whenever such rights, options or warrants are issued, and shall become effective retroactively to immediately after the record date for the determination of shareholders entitled to receive such rights, options or warrants. (c) In case If the Company shall distribute distributes to all holders of its shares of Common Shares Stock shares of stock other than Common Shares Stock or evidences of its indebtedness or assets (excluding cash dividends payable out of consolidated earnings or retained earnings capital surplus and dividends or distributions referred to in paragraph (a) above) or rights, options or warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Shares Stock (excluding those referred to in paragraph (b) above), then in each case the number of Shares thereafter issuable upon the exercise of each Underwriter Warrant shall be determined by multiplying the number of Shares theretofore issuable upon the exercise of each Underwriter Warrant, by a fraction, of which the numerator shall be the current market price per share of Common Share Stock (as defined in paragraph (d) below) on the record date mentioned below in this paragraph (c), and of which the denominator shall be the current market price per share of Common Share Stock on such record date, less the then fair value (as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive) of the portion of the shares of capital stock other than Common Shares Stock or assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common ShareStock. Such adjustment shall be made whenever any such distribution is made, and shallshall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders entitled to receive such distribution. (d) For the purpose of any computation under paragraphs (b) and (c) of this Section 8, the current market price per share of Common Stock at any date shall be the average of the daily closing prices for fifteen (15) consecutive trading days commencing

Adjustments of Exercise Price and Number of Shares. The Exercise Price and the number and kind of securities issuable upon exercise of each Underwriter Warrant shall be subject to adjustment from time to time upon the happening of certain events, as follows: (a) In case the Company shall (i) declare a dividend on its Common Shares Stock in shares of Common Shares Stock or make a distribution in shares of Common SharesStock, (ii) subdivide its outstandingoutstanding shares of Common Stock, (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock or (iv) issue by reclassification of its shares of Common Stock other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), the number of Shares purchasable upon exercise of each Warrant immediately prior thereto shall be adjusted so that the Holder of each Warrant shall be entitled to receive the kind and number of Shares or other securities of the Company which he would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to immediately after the record date, if any, for such event. (b) In case the Company shall issue rights, options or warrants to all holders of its shares of Common SharesStock, without any charge to such holders, entitling them (for a period expiring within 45 days after the record date mentioned below in this paragraph (b)) to subscribe for or to purchase shares of Common Shares Stock at a price per share that is lower at the record date mentioned below than the then current market price per share of Common Share Stock (as defined in paragraph (d) below), the number of Shares thereafter purchasable upon exercise of each Underwriter Warrant shall be determined by multiplying the number of Shares theretofore purchasable upon exercise of each Underwriter Warrant by a fraction, of which the numerator shall be the number of shares of Common Shares Stock outstanding on such record date plus the number of additional shares of Common Shares Stock offered for subscription or purchase, and of which the denominator shall be the number of shares of Common Shares Stock outstanding on such record date plus the number of shares which the aggregate offering price of the total number of shares of Common Shares Stock so offered would purchase at the then current market price per share of Common ShareStock. Such adjustment shall be made whenever such rights, options or warrants are issued, and shall become effective retroactively to immediately after the record date for the determination of shareholders entitled to receive such rights, options or warrants. (c) In case the Company shall distribute to all holders of its shares of Common Shares Stock shares of stock other than Common Shares Stock or evidences of its indebtedness or assets (excluding cash dividends payable out of consolidated earnings or retained earnings and dividends or distributions referred to in paragraph (a) above) or rights, options or warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Shares Stock (excluding those referred to in paragraph (b) above), then in each case the number of Shares thereafter issuable upon the exercise of each Underwriter Warrant shall be determined by multiplying the number of Shares theretofore issuable upon the exercise of each Underwriter Warrant, by a fraction, of which the numerator shall be the current market price per share of Common Share Stock (as defined in paragraph (d) below) on the record date mentioned below in this paragraph (c), and of which the denominator shall be the current market price per share of Common Share Stock on such record date, less the then fair value (as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive) of the portion of the shares of capital stock other than Common Shares Stock or assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common ShareStock. Such adjustment shall be made whenever any such distribution is made, and shallshall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders entitled to receive such distribution. (d) For the purpose of any computation under paragraphs (b) and (c) of this Section 8, the current market price per share of Common Stock at any date shall be the average of the daily closing prices for fifteen (15) consecutive trading days commencing twenty (20) trading days before the date of such computation. The closing price for each day shall be the last reported sale price regular way or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in either case on the principal national securities exchange on which the shares are listed or admitted to trading, or if they are not listed or admitted to trading on any national securities exchange, but are traded in the over-the-counter market, the closing sale price of the Common Stock or, in case no sale is publicly reported, the average of the representative closing bid and asked quotations for the Common Stock, on the NASDAQ system or any comparable system, or if the Common Stock is not listed on the NASDAQ system or a comparable system, the closing sale price of the Common Stock or, in case no sale is publicly reported, the average of the closing bid and asked prices as furnished by two members of the NASD selected from time to time by the Company for that purpose. (e) No adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of Shares purchasable upon the exercise of each Warrant; provided, however, that any adjustments which by reason of this paragraph (e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations shall be made to the nearest one thousandth of a share. (f) Whenever the number of Shares purchasable upon the exercise of each Warrant is adjusted, as herein provided, the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares so purchasable immediately thereafter. (g) For the purpose of this Section 8, the term "shares of Common Stock" shall mean (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement or (ii) any other class of stock resulting from successive changes or reclassification of such shares consisting solely of changes in par value, or from no par value to par value, or from par value to no par value. In the event that at any time, as a result of an adjustment made pursuant to paragraph (a) above, the Holders shall become entitled to purchase any shares of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so purchasable upon exercise of each Warrant and the Exercise Price of such shares 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 Shares contained in paragraphs (a) through (f), inclusive, and paragraphs (h) through (m), inclusive, of this Section 8, and the provisions of Sections 4, 5, 7 and 10, with respect to the Shares, shall apply on like terms to any such other shares.

Adjustments of Exercise Price and Number of Shares. The Exercise -------------------------------------------------- Price and the number and kind of securities issuable upon exercise of each Underwriter Warrant shall be subject to adjustment from time to time upon the happening of certain events, as follows: (a) In case the Company shall (i) declare a dividend on its Common Shares Stock in shares of Common Shares Stock or make a distribution in shares of Common SharesStock, (ii) subdivide its outstandingoutstanding shares of Common Stock, (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock or (iv) issue by reclassification of its shares of Common Stock other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), the number of Shares purchasable upon exercise of each Warrant immediately prior thereto shall be adjusted so that the Holder of each Warrant shall be entitled to receive the kind and number of Shares or other securities of the Company which he would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to immediately after the record date, if any, for such event. (b) In case the Company shall issue rights, options or warrants to all holders of its shares of Common SharesStock, without any charge to such holders, entitling them (for a period expiring within 45 days after the record date mentioned below in this paragraph (b)) to subscribe for or to purchase shares of Common Shares Stock at a price per share that is lower at the record date mentioned below than the then current market price per share of Common Share Stock (as defined in paragraph (d) below), the number of Shares thereafter purchasable upon exercise of each Underwriter Warrant shall be determined by multiplying the number of Shares theretofore purchasable upon exercise of each Underwriter Warrant by a fraction, of which the numerator shall be the number of shares of Common Shares Stock outstanding on such record date plus the number of additional shares of Common Shares Stock offered for subscription or purchase, and of which the denominator shall be the number of shares of Common Shares Stock outstanding on such record date plus the number of shares which the aggregate offering price of the total number of shares of Common Shares Stock so offered would purchase at the then current market price per share of Common ShareStock. Such adjustment shall be made whenever such rights, options or warrants are issued, and shall become effective retroactively to immediately after the record date for the determination of shareholders entitled to receive such rights, options or warrants. (c) In case the Company shall distribute to all holders of its shares of Common Shares Stock shares of stock other than Common Shares Stock or evidences of its indebtedness or assets (excluding cash dividends payable out of consolidated earnings or retained earnings and dividends or distributions referred to in paragraph (a) above) or rights, options or warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Shares Stock (excluding those referred to in paragraph (b) above), then in each case the number of Shares thereafter issuable upon the exercise of each Underwriter Warrant shall be determined by multiplying the number of Shares theretofore issuable upon the exercise of each Underwriter Warrant, by a fraction, of which the numerator shall be the current market price per share of Common Share Stock (as defined in paragraph (d) below) on the record date mentioned below in this paragraph (c), and of which the denominator shall be the current market price per share of Common Share Stock on such record date, less the then fair value (as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive) of the portion of the shares of capital stock other than Common Shares Stock or assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common ShareStock. Such adjustment shall be made whenever any such distribution is made, and shallshall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders entitled to receive such distribution. (d) For the purpose of any computation under paragraphs (b) and (c) of this Section 8, the current market price per share of Common Stock at any date shall be the average of the daily closing prices for fifteen (15) consecutive trading days commencing twenty (20) trading days before the date of such computation. The closing price for each day shall be the last reported sale price regular way or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in either case on the principal national securities exchange on which the shares are listed or admitted to trading, or if they are not listed or admitted to trading on any national securities exchange, but are traded in the over-the-counter market, the closing sale price of the Common Stock or, in case no sale is publicly reported, the average of the representative closing bid and asked quotations for the Common Stock, on the NASDAQ system or any comparable system, or if the Common Stock is not listed on the NASDAQ system or a comparable system, the closing sale price of the Common Stock or, in case no sale is publicly reported, the average of the closing bid and asked prices as furnished by two members of the NASD selected from time to time by the Company for that purpose. (e) No adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of Shares purchasable upon the exercise of each Warrant; provided, however, that any adjustments which by reason of this paragraph (e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations shall be made to the nearest one thousandth of a share. (f) Whenever the number of Shares purchasable upon the exercise of each Warrant is adjusted, as herein provided, the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares so purchasable immediately thereafter. (g) For the purpose of this Section 8, the term "shares of Common Stock" shall mean (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement or (ii) any other class of stock resulting from successive changes or reclassification of such shares consisting solely of changes in par value, or from no par value to par value, or from par value to no par value. In the event that at any time, as a result of an adjustment made pursuant to paragraph (a) above, the Holders shall become entitled to purchase any shares of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so purchasable upon exercise of each Warrant and the Exercise Price of such shares 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 Shares contained in paragraphs (a) through (f), inclusive, and paragraphs (h) through (m), inclusive, of this Section 8, and the provisions of Sections 4, 5, 7 and 10, with respect to the Shares, shall apply on like terms to any such other shares.

Adjustments of Exercise Price and Number of Shares. The Exercise Price and the number and kind of securities issuable purchasable upon exercise of each Underwriter Representatives' Warrant shall be subject to adjustment from time to time upon the happening of certain events, as follows: (a) In case the Company shall (i) declare a dividend on its Common Shares Stock in shares of Common Shares Stock or make a distribution in shares of Common SharesStock, (ii) subdivide its outstandingoutstanding shares of Common Stock into a greater number of shares of Common Stock, (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock or (iv) issue by reclassification of its shares of Common Stock other securities of the Company, other than any such reclassification to which paragraph (j) applies, the number of Shares purchasable upon exercise of each Representatives' Warrant immediately prior thereto shall be adjusted so that the Warrant Holder shall be entitled to receive the kind and number of Shares or other securities of the Company which he would have owned or have been entitled to receive after the happening of any of the events described above, had such Representatives' Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event, retroactive to the record date, if any, for such event. (b) In case the Company shall issue rights, options or warrants to all holders of its Common SharesStock, entitling them to subscribe for or to purchase shares of Common Shares Stock or securities convertible into Common Stock at a price per share (or having a conversion price per share) that is lower at on the record date mentioned below for the determination of stockholders entitled to receive such rights, options or warrants than the then current market price per share of Common Share Stock (as defined in paragraph (d) below), the number of Shares thereafter purchasable upon the exercise of each Underwriter Representatives' Warrant shall be determined by multiplying the number of Shares theretofore purchasable upon exercise of each Underwriter Representatives' Warrant by a fraction, of which the numerator shall be the number of shares of Common Shares Stock outstanding at the close of business on such the record date for the determination of stockholders entitled to receive such rights, options or warrants plus the number of additional shares of Common Shares Stock offered for subscription or purchasepurchase (or into which the convertible securities so offered are initially convertible), and of which the denominator shall be the number of shares of Common Shares Stock outstanding at the close of business on such the record date for the determination of stockholders entitled to receive such rights, options or warrants plus the number of shares which the aggregate offering price of the total number of shares of Common Shares Stock so offered (or the aggregate initial conversion price of the convertible securities so offered) would purchase at the then current market price per share of Common ShareStock. Such adjustment shall be made whenever such rights, options or warrants are issued, and shall become effective retroactively to immediately after the record date for the determination of shareholders stockholders entitled to receive such rights, options or warrants. (c) In case the Company shall distribute to all holders of its Common Shares Stock shares of stock (other than Common Shares Stock) or evidences of its indebtedness or assets (excluding cash dividends payable out of consolidated earnings or retained earnings and dividends or distributions referred to in paragraph (a) above) of this Section 8) or rights, options or warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Shares Stock (excluding those referred to in paragraph (b) above), then in each case the number of Shares thereafter issuable purchasable upon the exercise of each Underwriter Representatives' Warrant shall be determined by multiplying the number of Shares theretofore issuable purchasable upon the exercise of each Underwriter Warrant, Representatives' Warrant by a fraction, of which the numerator shall be the current market price per share of Common Share Stock (as defined in paragraph (d) below) on the record date mentioned below in this paragraph (c), and of which the denominator shall be the current market price per share of Common Share Stock on such record date, less the then fair value (as determined by the Board of Directors of the Company, whose determination shall be conclusive) of the portion of the shares of capital stock other than Common Shares or assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common ShareStock. Such adjustment shall be made whenever any such distribution is made, and shallshall become effective on the date of distribution, retroactive to the record date for the determination of stockholders entitled to receive such distribution. (d) For the purpose of any computation under paragraphs (b) and (c) of this Section 8 or under Section 4 or Section 9, the current market price per share of Common Stock at any date shall be deemed to be the average of the daily closing prices per share for the 30 consecutive trading days commencing 45 trading days before the date of such computation. The closing price for each day shall be the last reported sale price regular way or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in either case on the principal national securities exchange on which the shares are listed or admitted to trading, or if the Common Stock is not listed or admitted to trading on any national securities exchange, but is traded in the over-the-counter market, the closing sale price of the Common Stock or, in case no sale is publicly reported, the average of the representative closing bid and asked quotations for the Common Stock on the Nasdaq National Market System ("NASDAQ") or any comparable system, or if the Common Stock is not listed on NASDAQ or a comparable system, the closing sale price of the Common Stock or, in case no sale is publicly reported, the average of the closing bid and asked prices as furnished by two members of the NASD selected from time to time by the Company for that purpose. (e) No adjustment in the number of Shares purchasable upon exercise of each Representatives' Warrant shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of Shares purchasable upon the exercise of each Representatives' Warrant; provided, however, that any adjustments which by reason of this paragraph (e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations shall be made to the nearest one thousandth of a share. (f) Whenever the number of Shares purchasable upon the exercise of each Representatives' Warrant is adjusted, as herein provided, the Exercise Price shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of each Representatives' Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares so purchasable immediately thereafter. (g) For the purpose of this Section 8, the term "shares of Common Stock" shall mean (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement or (ii) any other class of stock resulting from successive changes or reclassification of such shares consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to paragraph (a) above, any Warrant Holder shall become entitled to purchase any shares of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so purchasable upon exercise of each Representatives' Warrant and the Exercise Price of such shares 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 Shares contained in this Section 8, and the provisions of Sections 4, 5, 7 and 12, with respect to the Shares, shall apply on like terms to any such other shares.

Adjustments of Exercise Price and Number of Shares. The Exercise Price and the number and kind of securities issuable purchasable upon exercise of each Underwriter Representatives' Warrant shall be subject to adjustment from time to time upon the happening of certain events, as follows: (a) In case the Company shall (i) declare a dividend on its Common Shares Stock in shares of Common Shares Stock or make a distribution in shares of Common SharesStock, (ii) subdivide its outstandingoutstanding shares of Common Stock into a greater number of shares of Common Stock, (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock or (iv) issue by reclassification of its shares of Common Stock other securities of the Company, other than any such reclassification to which paragraph (j) applies, the number of Shares purchasable upon exercise of each Representatives' Warrant immediately prior thereto shall be adjusted so that the Warrant Holder shall be entitled to receive the kind and number of Shares or other securities of the Company which he would have owned or have been entitled to receive after the happening of any of the events described above, had such Representatives' Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event, retroactive to the record date, if any, for such event. (b) In case the Company shall issue rights, options or warrants to all holders of its Common SharesStock, entitling them to subscribe for or to purchase shares of Common Shares Stock or securities convertible into Common Stock at a price per share (or having a conversion price per share) that is lower at on the record date mentioned below for the determination of stockholders entitled to receive such rights, options or warrants than the then current market price per share of Common Share Stock (as defined in paragraph (d) below), the number of Shares thereafter purchasable upon the exercise of each Underwriter Representatives' Warrant shall be determined by multiplying the number of Shares theretofore purchasable upon exercise of each Underwriter Representatives' Warrant by a fraction, of which the numerator shall be the number of shares of Common Shares Stock outstanding at the close of business on such the record date for the determination of stockholders entitled to receive such rights, options or warrants plus the number of additional shares of Common Shares Stock offered for subscription or purchasepurchase (or into which the convertible securities so offered are initially convertible), and of which the denominator shall be the number of shares of Common Shares Stock outstanding at the close of business on such the record date for the determination of stockholders entitled to receive such rights, options or warrants plus the number of shares which the aggregate offering price of the total number of shares of Common Shares Stock so offered (or the aggregate initial conversion price of the convertible securities so offered) would purchase at the then current market price per share of Common ShareStock. Such adjustment shall be made whenever such rights, options or warrants are issued, and shall become effective retroactively to immediately after the record date for the determination of shareholders stockholders entitled to receive such rights, options or warrants. (c) In case the Company shall distribute to all holders of its Common Shares Stock shares of stock (other than Common Shares Stock) or evidences of its indebtedness or assets (excluding cash dividends payable out of consolidated earnings or retained earnings and dividends or distributions referred to in paragraph (a) above) of this Section 8) or rights, options or warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Shares Stock (excluding those referred to in paragraph (b) above), then in each case the number of Shares thereafter issuable purchasable upon the exercise of each Underwriter Representatives' Warrant shall be determined by multiplying the number of Shares theretofore issuable purchasable upon the exercise of each Underwriter Warrant, Representatives' Warrant by a fraction, of which the numerator shall be the current market price per share of Common Share Stock (as defined in paragraph (d) below) on the record date mentioned below in this paragraph (c), and of which the denominator shall be the current market price per share of Common Share Stock on such record date, less the then fair value (as determined by the Board of Directors of the Company, whose determination shall be conclusive) of the portion of the shares of capital stock other than Common Shares or assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common ShareStock. Such adjustment shall be made whenever any such distribution is made, and shallshall become effective on the date of distribution, retroactive to the record date for the determination of stockholders entitled to receive such distribution. (d) For the purpose of any computation under paragraphs (b) and (c) of this Section 8 or under Section 4 or Section 9, the current market price per share of Common Stock at any date shall be deemed to be the average of the daily closing prices per share for the 30 consecutive trading days commencing 45 trading days before the date of such computation. The closing price for each day shall be the last reported sale price regular way or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in either case on the principal national securities exchange on which the shares are listed or admitted to trading, or if the Common Stock is not listed or admitted to trading on any national securities exchange, but is traded in the over-the-counter market, the closing sale price of the Common Stock or, in case no sale is publicly reported, the average of the closing bid and asked quotations for the Common Stock on the Nasdaq National Market System ("NASDAQ") or any comparable system, or if the Common Stock is not listed on NASDAQ or a comparable system, the closing sale price of the Common Stock or, in case no sale is publicly reported, the average of the closing bid and asked prices as furnished by two members of the NASD selected from time to time by the Company for that purpose. (e) No adjustment in the number of Shares purchasable upon exercise of each Representatives' Warrant shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of Shares purchasable upon the exercise of each Representatives' Warrant; provided, however, that any adjustments which by reason of this paragraph (e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations shall be made to the nearest one thousandth of a share. (f) Whenever the number of Shares purchasable upon the exercise of each Representatives' Warrant is adjusted, as herein provided, the Exercise Price shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of each Representatives' Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares so purchasable immediately thereafter. (g) For the purpose of this Section 8, the term "shares of Common Stock" shall mean (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement or (ii) any other class of stock resulting from successive changes or reclassification of such shares consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to paragraph (a) above, any Warrant Holder shall become entitled to purchase any shares of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so purchasable upon exercise of each Representatives' Warrant and the Exercise Price of such shares 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 Shares contained in this Section 8, and the provisions of Sections 4, 5, 7 and 12, with respect to the Shares, shall apply on like terms to any such other shares.

Adjustments of Exercise Price and Number of Shares. The Exercise Price and the number and kind of securities issuable upon exercise of each Underwriter Warrant shall be subject to adjustment from time to time upon the happening of certain events, as follows: (a) In case If the Company shall (i) declare declares a dividend on its Common Shares Stock in shares of Common Shares Stock or make makes a distribution to all holders of its Common Stock in shares of Common SharesStock without charge to such holders, (ii) subdivide subdivides its outstandingoutstanding shares of Common Stock, (iii) combines its outstanding shares of Common Stock into a smaller number of shares of Common Stock or (iv) issues by reclassification of its Common Stock other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving entity, but excluding those referred to in paragraph (b) below), the number and kind of Common Stock purchasable upon exercise of each Warrant immediately prior thereto shall be adjusted so that the Holder of each Warrant shall be entitled to receive the kind and number of shares of Common Stock or other securities of the Company which such Holder would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to such event or any record date with respect thereto. Any adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to immediately after the record date, if any, for such event. (b) In case If the Company shall issue issues rights, options or warrants to all holders of its Common SharesStock, without any charge to such holders, entitling them to subscribe for or to purchase shares of Common Shares Stock at a price per share that is lower at the record date mentioned below than the then current market price Market Price per share of Common Share Stock (as defined in paragraph (d) below)) at the record date mentioned below, the number Holders of Shares thereafter purchasable unexercised Warrants as of such record date, upon exercise of each Underwriter Warrant such Warrants, shall be determined by multiplying receive the number of Shares theretofore purchasable upon exercise of each Underwriter Warrant by a fractionsame rights, of which the numerator shall be the number of Common Shares outstanding on options or warrants that such Holder would have received or have been entitled to receive after such issuance, had such Warrants been exercised immediately prior to such issuance or any record date plus the number of additional Common Shares offered for subscription or purchase, and of which the denominator shall be the number of Common Shares outstanding on such record date plus the number of shares which the aggregate offering price of the total number of Common Shares so offered would purchase at the then current market price per Common Sharewith respect thereto. Such adjustment shall be made whenever such rights, options or warrants are issued, issued as described above and shall become effective retroactively to immediately after the record date for the determination of shareholders stockholders entitled to receive such rights, options or warrants. (c) In case If the Company shall distribute distributes to all holders of its Common Shares Stock, without any charge to such holders, shares of its stock other than shares of Common Shares Stock or evidences of its indebtedness or assets (excluding cash dividends payable out of consolidated earnings or retained earnings and dividends or distributions referred to in paragraph (a) or (b) above) or rights, options or warrants or other securities convertible into or exchangeable securities containing the right to subscribe for or purchase shares of Common Shares Stock (excluding those referred to in paragraph (a) or (b) above), then in each case the number Holders of Shares thereafter issuable upon the exercise unexercised Warrants as of each Underwriter Warrant shall be determined by multiplying the number of Shares theretofore issuable upon the exercise of each Underwriter Warrant, by a fraction, of which the numerator shall be the current market price per Common Share (as defined in paragraph (d) below) on the record date mentioned below in this paragraph (c)below, and of which the denominator shall be the current market price per Common Share on such record date, less the then fair value of the portion of the shares of capital stock other than Common Shares or assets or evidences of indebtedness so distributed or upon exercise of such subscription rightsWarrants, options shall receive the same distribution that such Holder would have received or warrantshave been entitled to receive after the distribution, had such Warrants been exercised immediately prior to the distribution or of such convertible or exchangeable securities applicable to one Common Shareany record date with respect thereto. Such adjustment shall be made whenever any such distribution is mademade as described above and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of stockholders entitled to receive such distribution. (d) For the purpose of any computation under paragraph (b) of this Section 8, the current "Market Price" per share of Common Stock at any date shall be the average of the daily closing prices for fifteen (15) consecutive trading days commencing two (2) trading days before the date of such computation. The closing price for each day shall be the last reported sale price regular way or, if no such reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in either case on the principal national securities exchange on which the shares are listed or admitted to trading, or if they are not listed or admitted to trading on any national securities exchange, but are traded in the over-the-counter market, the closing sale price of the Common Stock or, if no sale is publicly reported, the average of the representative closing bid and asked quotations for the Common Stock on The Nasdaq National or SmallCap Market or any comparable system, or if the Common Stock is not listed on The Nasdaq Stock Market or a comparable system, the closing sale price of the Common Stock or, if no sale is publicly reported, the average of the closing bid and asked prices as furnished by two members of the NASD selected from time to time by the Company for that purpose. (e) No adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would result in an increase or decrease of at least one percent (1%) in the number of Shares purchasable upon the exercise of each Warrant; provided, however, that any adjustments which by reason of this paragraph (e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment but not later than three (3) years after the happening of the specified event or events. All calculations shall be made to the nearest one thousandth of a share. (f) Whenever the number of Shares purchasable upon exercise of each Warrant is adjusted, as herein provided, the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to such adjustment by a fraction, of which (i) the numerator shall be the number of Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment and (ii) the denominator shall be the number of shares so purchasable immediately thereafter. (g) For the purpose of this Section 8, the term "Common Stock" shall mean (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement or (ii) any other class of stock resulting from successive changes or reclassifications of such shares consisting solely of changes in par value, or from no par value to par value or from par value to no par value. If at any time, as a result of an adjustment made pursuant to paragraph (a) above, the Holders become entitled to purchase any shares of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so purchasable upon exercise of each Warrant and the Exercise Price of such shares 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 Shares contained in paragraphs (a) through (f), inclusive, and shallparagraphs (h) through (m), inclusive, of this Section 8, and the provisions of Sections 4, 5, 7 and 10 hereof, with respect to the Shares, shall apply on like terms to any such other shares.

Adjustments of Exercise Price and Number of Shares. The Exercise Price and the number and kind of securities issuable upon exercise of each Underwriter Warrant shall be subject to adjustment from time to time upon the happening of certain events, as follows: (a) In case the Company shall (i) declare a dividend on its Common Shares Stock in shares of Common Shares Stock or make a distribution in shares of Common SharesStock, (ii) subdivide its outstandingoutstanding shares of Common Stock, (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock or (iv) issue by reclassification of its shares of Common Stock other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), the number of Shares purchasable upon exercise of each Warrant immediately prior thereto shall be adjusted so that the Holder of each Warrant shall be entitled to receive the kind and number of Shares or other securities of the Company which he would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to immediately after the record date, if any, for such event. (b) In case the Company shall issue rights, options or warrants to all holders of its shares of Common SharesStock, without any charge to such holders, entitling them (for a period expiring within 45 days after the record date mentioned below in this paragraph (b)) to subscribe for or to purchase shares of Common Shares Stock at a price per share that is lower at the record date mentioned below than the then current market price per share of Common Share Stock (as defined in paragraph (d) below), the number of Shares shares thereafter purchasable upon exercise of each Underwriter Warrant shall be determined by multiplying the number of Shares theretofore purchasable upon exercise of each Underwriter Warrant by a fraction, of which the numerator shall be the number of shares of Common Shares Stock outstanding on such record date plus the number of additional shares of Common Shares Stock offered for subscription or purchase, and of which the denominator shall be the number of shares of Common Shares Stock outstanding on such record date plus the number of shares which the aggregate offering price of the total number of shares of Common Shares Stock so offered would purchase at the then current market price per share of Common ShareStock. Such adjustment shall be made whenever such rights, options or warrants are issued, and shall become effective retroactively to immediately after the record date for the determination of shareholders entitled to receive such rights, options or warrants. (c) In case the Company shall distribute to all holders of its shares of Common Shares Stock shares of stock other than Common Shares Stock or evidences of its indebtedness or assets (excluding cash dividends payable out of consolidated earnings or retained earnings and dividends or distributions referred to in paragraph (a) above) or rights, options or warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Shares Stock (excluding those referred to in paragraph (b) above), then in each case the number of Shares thereafter issuable upon the exercise of each Underwriter Warrant shall be determined by multiplying the number of Shares theretofore issuable upon the exercise of each Underwriter Warrant, by a fraction, of which the numerator shall be the current market price per share of Common Share Stock (as defined in paragraph (d) below) on the record date mentioned below in this paragraph (c), and of which the denominator shall be the current market price per share of Common Share Stock on such record date, less the then fair value (as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive) of the portion of the shares of capital stock other than Common Shares Stock or assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common ShareStock. Such adjustment shall be made whenever any such distribution is made, and shallshall become effective on the date of distribution retroactive to immediately after the record date for the determination of shareholders entitled to receive such distribution. (d) For the purpose of any computation under paragraphs (b) and (c) of this Section 8, the current market price per share of Common Stock at any date (the "Current Market Price") shall be the average of the daily closing prices for fifteen (15) consecutive trading days commencing twenty (20) trading days before the date of such computation. The closing price for each day shall be the last reported sale price regular way or, in case no such reported sale takes place on such day, the average of the closing bid and asked prices regular way for such day, in either case on the principal national securities exchange on which the shares are listed or admitted to trading, or if they are not listed or admitted to trading on any national securities exchange, but are traded in the over-the- counter market, the closing sale price of the Common Stock or, in case no sale is publicly reported, the average of the representative closing bid and asked quotations for the Common Stock, on the NASDAQ system or any comparable system, or if the Common Stock is not listed on the NASDAQ system or a comparable system, the closing sale price of the Common Stock or, in case no sale is publicly reported, the average of the closing bid and asked prices as furnished by two members of the NASD selected from time to time by the Company for that purpose. (e) No adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of Shares purchasable upon the exercise of each Warrant; provided, however, that any adjustments which by reason of this paragraph (e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment but not later than three years after the happening of the specified event or events. All calculations shall be made to the nearest one thousandth of a share. (f) Whenever the number of Shares purchasable upon the exercise of each Warrant is adjusted, as herein provided, the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Shares so purchasable immediately thereafter. (g) For the purpose of this Section 8, the term "shares of Common Stock" shall mean (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement or (ii) any other class of stock resulting from successive changes or reclassifications of such shares consisting solely of changes in par value, or from no par value to par value, or from par value to no par value. In the event that at any time, as a result of an adjustment made pursuant to paragraph (a) above, the Holders shall become entitled to purchase any shares of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so purchasable upon exercise of each Warrant and the Exercise Price of such shares 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 Shares contained in paragraphs (a) through (f), inclusive, and paragraphs (h) through (m), inclusive, of this Section 8, and the provisions of Sections 4, 5, 7 and 10, with respect to the Shares, shall apply on like terms to any such other shares.