Common use of Adjustments to Purchase Price Clause in Contracts

Adjustments to Purchase Price. The Purchase Price payable, and the number of shares of Common Stock (or other securities, as the case may be) issuable upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Common Stock, (ii) upon the grant to holders of the Common Stock of certain rights or warrants to subscribe for or purchase shares of the Common Stock or convertible securities at less than the then Current Market Price of the Common Stock or (iii) upon the distribution to holders of the Common Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in the Common Stock) or of subscription rights or warrants (other than those referred to above). Prior to the Distribution Date, the Board of Directors of the Company may make such equitable adjustments as it deems appropriate in the circumstances in lieu of any adjustment otherwise required by the foregoing. With certain exceptions, no adjustment in the Purchase Price will be required until the earlier of (i) three years from the date of the event giving rise to such adjustment or (ii) the time at which cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of Common Stock will be issued and, in lieu thereof, an adjustment in cash will be made based on the market price of the Common Stock on the last trading date prior to the date of exercise. At any time prior to 5:00 P.M. New York, New York time on the tenth day following the Shares Acquisition Date, the Company may redeem the Rights in whole, but not in part, at a price of $.005 per Right (the “Redemption Price”). The decision to redeem shall require the affirmative vote of three-fourths of the entire Board of Directors. Immediately upon the action of the Board of Directors of the Company electing to redeem the Rights, the Company shall make announcement thereof, and upon such action, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. At any time after the occurrence of the event set forth under the heading “Exercise of Rights for Common Stock of the Company” above, the Board of Directors, acting by the affirmative vote of three-fourths of the entire Board of Directors, may exchange the Rights (other than Rights owned by an Acquiring Person, which have become null and void), in whole or in part, at an exchange ratio of one share of Common Stock, and/or other securities, cash or other assets deemed to have the same value as one share of Common Stock, per Right, subject to adjustment. Until a Right is exercised or exchanged for Common Stock, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to stockholders or to the Company, stockholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Common Stock or other consideration of the Company or for the stock of the Acquiring Person as set forth above, or are exchanged as provided in the preceding paragraph.

Adjustments to Purchase Price. The Purchase Price payable, and the number of shares of Preferred Stock (or Common Stock (or other securities, as the case may be) issuable upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend of shares on, or a subdivision, combination or reclassification of, the Common Preferred Stock, (ii) upon the grant to holders of the Common Preferred Stock of certain rights or warrants to subscribe for or purchase shares of the Common Preferred Stock or convertible securities at less than the then Current Market Price current market price of the Common Preferred Stock or (iii) upon the distribution to holders of the Common Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in the Common Preferred Stock) or of subscription rights or warrants (other than those referred to above). Prior to the Distribution Date, the Board of Directors of the Company may make such equitable adjustments as it deems appropriate in the circumstances in lieu of any adjustment otherwise required by the foregoing. With certain exceptions, no adjustment in the Purchase Price will be required until the earlier of (i) three years from the date of the event giving rise to such adjustment or (ii) the time at which cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of Common Stock will be issued and, in lieu thereof, an adjustment in cash will be made based on the market price of the Common Stock on the last trading date prior to the date of exercise. REDEMPTION AND EXCHANGE OF RIGHTS At any time prior to 5:00 P.M. New York, New York Akron time on the tenth day following the Shares Acquisition Date, the Company may redeem the Rights in whole, but not in part, at a price of $.005 .001 per Right (the “"Redemption Price”"). The Under certain circumstances set forth in the Rights Agreement, the decision to redeem shall require the affirmative vote concurrence of three-fourths a majority of the entire Board of Independent Directors. Immediately upon the action of the Board of Directors of the Company electing to redeem the RightsRights with, if required, the concurrence of the Independent Directors, the Company shall make announcement thereof, and upon such action, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. At any time after the occurrence of any of the event events set forth under the heading “"Exercise of Rights for shares of the Common Stock of the Company” " above, the Board of Directors, acting by the affirmative vote of three-fourths of the entire Board of Directors, Directors may exchange the Rights (other than Rights owned by an Acquiring Person, which have become null and void), in whole or in part, at an exchange ratio of one share of the Common Stock, and/or other securities, cash or other assets property deemed to have the same value as one share of the Common Stock, per Right, subject to adjustment. Until a Right is exercised or exchanged for Common Stockexercised, the holder thereof, as such, will have no rights as a stockholder shareholder of the Company, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to stockholders or to the Company, stockholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Common Stock or other consideration of the Company or for the stock of the Acquiring Person as set forth above, or are exchanged as provided in the preceding paragraph.

Adjustments to Purchase Price. The Purchase Price payable, and the number of shares of Preferred Stock (or Common Stock (or other securities, as the case may be) issuable issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, of the Common Preferred Stock, (ii) upon the grant to holders of the Common Preferred Stock of certain rights or warrants to subscribe for or purchase shares of the Common Preferred Stock or convertible securities at less than the then Current Market Price current market price of the Common Preferred Stock or (iii) upon the distribution to holders of the Common Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends out of earnings or retained earnings or dividends payable in the Common Preferred Stock) or of subscription rights or warrants (other than those referred to above). Prior to the Distribution Date, the Board of Directors of the Company may make such equitable adjustments as it deems appropriate in the circumstances in lieu of any adjustment otherwise required by the foregoing. With certain exceptions, no adjustment in the Purchase Price will be required until the earlier of (i) three years from the date of the event giving rise to such adjustment or and (ii) the time at which cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of Common Stock will be issued (other than fractional shares which are integral multiples of one one-thousandth of a share of Preferred Stock) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Common Preferred Stock on the last trading date prior to the date of exercise. Redemption and Exchange of Rights At any time prior to 5:00 P.M. New York, New York City time on the tenth calendar day following the Shares Acquisition Date, the Company may redeem the Rights in whole, but not in part, at a price of $.005 .001 per Right (the “"Redemption Price”"). The decision to redeem shall require the affirmative vote of three-fourths of the entire Board of Directors. Immediately upon the action of the Board of Directors of the Company electing to redeem the Rights, the Company shall make announcement thereof, and upon such action, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. At any time after the occurrence of the event set forth under the heading “"Exercise of Rights for Common Stock of the Company” " above, the Board of Directors, acting by the affirmative vote of three-fourths of the entire Board of Directors, Directors may exchange the Rights (other than Rights owned by an the Acquiring Person, Person which shall have become null and void), in whole or in part, at an exchange ratio of one share of Common Stock, and/or other securities, cash Stock (or other assets deemed to have a fraction of a share of Preferred Stock having the same value as one share of Common Stock, market value) per Right, Right (subject to adjustment. Until a Right is exercised or exchanged for Common Stock, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to stockholders or to the Company, stockholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Common Stock or other consideration of the Company or for the stock of the Acquiring Person as set forth above, or are exchanged as provided in the preceding paragraph).

Adjustments to Purchase Price. The Purchase Price payable, and the number of shares of Common Stock (or other securities, as the case may be) issuable upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Common Stock, (ii) upon the grant to holders of the Common Stock of certain rights or warrants to subscribe for or purchase shares of the Common Stock or convertible securities at less than the then Current Market Price of the Common Stock or (iii) upon the distribution to holders of the Common Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in the Common Stock) or of subscription rights or warrants (other than those referred to above). Prior to the Distribution Date, the Board of Directors of the Company may make such equitable adjustments as it deems appropriate in the circumstances in lieu of any adjustment otherwise required by the foregoing. With certain exceptions, no adjustment in the Purchase Price will be required until the earlier of (i) three years from the date of the event giving rise to such adjustment or (ii) the time at which cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of Common Stock will be issued and, in lieu thereof, an adjustment in cash will be made based on the market price of the Common Stock on the last trading date prior to the date of exercise. At any time prior to 5:00 P.M. New YorkBuffalo, New York time on the tenth day following the Shares Acquisition Date, the Company may redeem the Rights in whole, but not in part, at a price of $.005 per Right (the “Redemption Price”). The decision to redeem shall require the affirmative vote of three-fourths of the entire Board of Directors. Immediately upon the action of the Board of Directors of the Company electing to redeem the Rights, the Company shall make announcement thereof, and upon such action, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. At any time after the occurrence of the event set forth under the heading “Exercise of Rights for Common Stock of the Company” above, the Board of Directors, acting by the affirmative vote of three-fourths of the entire Board of Directors, may exchange the Rights (other than Rights owned by an Acquiring Person, which have become null and void), in whole or in part, at an exchange ratio of one share of Common Stock, and/or other securities, cash or other assets deemed to have the same value as one share of Common Stock, per Right, subject to adjustment. Until a Right is exercised or exchanged for Common Stock, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to stockholders or to the Company, stockholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Common Stock or other consideration of the Company or for the stock of the Acquiring Person as set forth above, or are exchanged as provided in the preceding paragraph.

Adjustments to Purchase Price. The Purchase Price payable, and the number of shares of Common Preferred Stock (or other securitiessecurities or property issuable, as the case may be) issuable upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Common Preferred Stock, (ii) upon the grant to if holders of the Common Preferred Stock of are granted certain rights or warrants to subscribe for or purchase shares of the Common Preferred Stock or convertible securities at less than the then Current Market Price current market price of the Common Stock Preferred Stock, or (iii) upon the distribution to holders of the Common Preferred Stock of evidences of indebtedness or assets (excluding regular periodic quarterly cash dividends or dividends payable in the Common Stockdividends) or of subscription rights or warrants (other than those referred to above). Prior to the Distribution Date, the Board of Directors of the Company may make such equitable adjustments as it deems appropriate in the circumstances in lieu of any adjustment otherwise required by the foregoing. With certain exceptions, no adjustment in the Purchase Price will be required until the earlier of (i) three years from the date of the event giving rise to such adjustment or (ii) the time at which cumulative adjustments require an adjustment of amount to at least 1% in such of the Purchase Price. No fractional shares of Common Stock will be issued and, in lieu thereof, an adjustment in cash will be made based on the market price of the Common Preferred Stock on the last trading date prior to before the date of exercise. At any time prior to 5:00 P.M. New York, New York time on REDEMPTION AND EXCHANGE OF RIGHTS On or before the tenth calendar day following the Shares Stock Acquisition DateDate (or such later date as may be determined by action of the Board of Directors of the Company), the Company may redeem the Rights in whole, but not in part, at a price of $.005 .01 per Right (payable in cash, Common Stock or other consideration deemed appropriate by the “Redemption Price”Board of Directors). The decision to redeem shall require after a Person becomes an Acquiring Person requires the affirmative vote concurrence of three-fourths a majority of the entire Continuing Directors. The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of DirectorsDirectors of the Company in its sole discretion may establish. Immediately upon the action of the Board of Directors ordering redemption of the Company electing to redeem the Rights, the Company shall make announcement thereof, and upon such action, the right to exercise Rights the Rights will terminate and the only remaining right of the holders of Rights will be to receive the Redemption Price. At any time after the occurrence of the event set forth under the heading “Exercise of Rights for Common Stock of the Company” above, the Board of Directors, acting by the affirmative vote of three-fourths of the entire Board of Directors, may exchange the Rights (other than Rights owned by an Acquiring Person, which have become null and void), in whole or in part, at an exchange ratio of one share of Common Stock, and/or other securities, cash or other assets deemed to have the same value as one share of Common Stock, per Right, subject to adjustment. Until a Right is exercised or exchanged for Common Stock, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to stockholders or to the Company, stockholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Common Stock or other consideration of the Company or for the stock of the Acquiring Person as set forth above, or are exchanged as provided in the preceding paragraph$.01 redemption price.

Adjustments to Purchase Price. The Purchase Price payable, and the number of shares of Preferred Stock (or Class A Common Stock (or other securities, as the case may be) issuable issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination com- bination or reclassification of, of the Common Preferred Stock, (ii) upon the grant to holders of the Common Preferred Stock of certain rights or warrants to subscribe for or purchase shares of the Common Preferred Stock or convertible securities at less than the then Current Market Price current market price of the Common Preferred Stock or (iii) upon the distribution to holders of the Common Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends out of earnings or retained earnings or dividends payable in the Common Preferred Stock) or of subscription rights or warrants (other than those referred to above). Prior to the Distribution Date, the Board of Directors of the Company may make such equitable adjustments as it deems appropriate in the circumstances in lieu of any adjustment otherwise required by the foregoing. With certain exceptions, no adjustment in the Purchase Price will be required until the earlier of (i) three years from the date of the event giving rise to such adjustment or and (ii) the time at which cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of Common Stock will be issued (other than fractional shares which are integral multiples of one one-thousandth of a share of Preferred Stock) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Common Preferred Stock on the last trading date prior to the date of exercise. Redemption and Exchange of Rights --------------------------------- At any time after the occurrence of the event set forth under the heading "Exercise of Rights for Common Stock of the Company" above, the Board of Directors (with the concurrence of a majority of the Independent Directors (as defined below)) may exchange the Rights (other than Rights owned by the Acquiring Person which shall have become void), in whole or in part, at an exchange ratio of one share of Class A Common Stock (or a fraction of a share of Preferred Stock having the same market value) per Right (subject to adjustment). At any time prior to 5:00 P.M. New York, New York City time on the tenth calendar day following the Shares Acquisition Date, the Company may redeem the Rights in whole, but not in part, at a price of $.005 .001 per Right (the “"Redemption Price”"). The decision to redeem shall require the affirmative vote of three-fourths of the entire Board of Directors. Immediately upon the action of the Board of Directors of the Company electing to redeem the Rights, the Company shall make announcement thereof, and upon such action, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. At any time after the occurrence of the event set forth under the heading “Exercise of Rights for Common Stock of the Company” above, the Board of Directors, acting by the affirmative vote of three-fourths of the entire Board of Directors, may exchange the Rights (other than Rights owned by an Acquiring Person, which have become null and void), in whole or in part, at an exchange ratio of one share of Common Stock, and/or other securities, cash or other assets deemed to have the same value as one share of Common Stock, per Right, subject to adjustment. Until a Right is exercised or exchanged for Common Stock, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to stockholders or to the Company, stockholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Common Stock or other consideration of the Company or for the stock of the Acquiring Person as set forth above, or are exchanged as provided in the preceding paragraph.

Adjustments to Purchase Price. The Purchase Price payable, and the number of shares of Common Stock (or other securities, as the case may be) issuable upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Common Stock, (ii) upon the grant to holders of the Common Stock of certain rights or warrants to subscribe for or purchase shares of the Common Stock or convertible securities at less than the then Current Market Price of the Common Stock or (iii) upon the distribution to holders of the Common Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in the Common Stock) or of subscription rights or warrants (other than those referred to above). Prior to the Distribution Date, the Board of Directors of the Company may make such equitable adjustments as it deems appropriate in the circumstances in lieu of any adjustment otherwise required by the foregoing. With certain exceptions, no adjustment in the Purchase Price will be required until the earlier of (i) three years from the date of the event giving rise to such adjustment or (ii) the time at which cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of Common Stock will be issued and, in lieu thereof, an adjustment in cash will be made based on the market price of the Common Stock on the last trading date prior to the date of exercise. At any time prior to 5:00 P.M. New York, New York time on the tenth day following the Shares Acquisition Date, the Company may redeem the Rights in whole, but not in part, at a price of $.005 per Right (the “Redemption Price”). The decision to redeem shall require the affirmative vote of three-fourths of the entire Board of Directors. Immediately upon the action of the Board of Directors of the Company electing to redeem the Rights, the Company shall make announcement thereof, and upon such action, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. At any time after the occurrence of the event set forth under the heading “Exercise of Rights for Common Stock of the Company” above, the Board of Directors, acting by the affirmative vote of three-fourths of the entire Board of Directors, may exchange the Rights (other than Rights owned by an Acquiring Person, which have become null and void), in whole or in part, at an exchange ratio of one share of Common Stock, and/or other securities, cash or other assets deemed to have the same value as one share of Common Stock, per Right, subject to adjustment. Until a Right is exercised or exchanged for Common Stock, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to stockholders or to the Company, stockholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Common Stock or other consideration of the Company or for the stock of the Acquiring Person as set forth above, or are exchanged as provided in the preceding paragraph.

Adjustments to Purchase Price. The Purchase Price payable, and the number of shares of Preferred Stock (or Common Stock (or other securities, as the case may be) issuable issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, of the Common Preferred Stock, (ii) upon the grant to holders of the Common Preferred Stock of certain rights or warrants to subscribe for or purchase shares of the Common Preferred Stock or convertible securities at less than the then Current Market Price current market price of the Common Preferred Stock or (iii) upon the distribution to holders of the Common Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends out of earnings or retained earnings or dividends payable in the Common Preferred Stock) or of subscription rights or warrants (other than those referred to above). Prior to the Distribution Date, the Board of Directors of the Company may make such equitable adjustments as it deems appropriate in the circumstances in lieu of any adjustment otherwise required by the foregoing. With certain exceptions, no adjustment in the Purchase Price will be required until the earlier of (i) three years from the date of the event giving rise to such adjustment or and (ii) the time at which cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of Common Stock will be issued (other than fractional shares which are integral multiples of one one-thousandth of a share of Preferred Stock) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Common Preferred Stock on the last trading date prior to the date of exercise. At any time prior to 5:00 P.M. New York, New York City time on the tenth calendar day following the Shares Acquisition Date, the Company may redeem the Rights in whole, but not in part, at a price of $.005 .001 per Right (the “Redemption Price”). The decision to redeem shall require the affirmative vote of three-fourths of the entire Board of Directors. Immediately upon the action of the Board of Directors of the Company electing to redeem the Rights, the Company shall make announcement thereof, and upon such action, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. At any time after the occurrence of the event set forth under the heading “Exercise of Rights for Common Stock of the Company” above, the Board of Directors, acting by the affirmative vote of three-fourths of the entire Board of Directors, Directors may exchange the Rights (other than Rights owned by an the Acquiring Person, Person which shall have become null and void), in whole or in part, at an exchange ratio of one share of Common Stock, and/or other securities, cash Stock (or other assets deemed to have a fraction of a share of Preferred Stock having the same value as one share of Common Stock, market value) per Right, Right (subject to adjustment). Until a Right is exercised or exchanged for Common Stockexchanged, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to stockholders or to the Company, stockholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Common Stock or other consideration of the Company or for the stock of the Acquiring Person as set forth above, or are exchanged as provided in the preceding paragraph.

Adjustments to Purchase Price. Number of Shares or -------------------------------------------------- Number of Rights. The Purchase Price payablePrice, the number and kind of securities, cash ---------------- and other property obtainable upon exercise of each Right and the number of shares of Common Stock (or other securities, as the case may be) issuable upon exercise of the Rights are outstanding shall be subject to adjustment from time to time to prevent dilution as provided in this Section 11. (i) in In the event the Company shall at any time on or after the date of this Agreement (A) pay a dividend or make a distribution on the Preferred Stock payable in shares of Preferred Stock, (B) subdivide (by a stock split or otherwise) the outstanding Preferred Stock into a larger number of shares (C) combine (by a reverse stock split or otherwise) the outstanding Preferred Stock into a smaller number of shares or (D) issue any securities in a reclassification of the Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving corporation), then in each such event the Purchase Price and the Redemption Price set forth in Section 23, as each is in effect at the time of the record date for such dividend onor distribution, or a of the effective date of such subdivision, combination or reclassification ofreclassification, shall be proportionately adjusted by multiplying the Purchase Price and such Redemption Price by a fraction the numerator of which shall be the total number of shares of Preferred Stock outstanding immediately prior to the occurrence of such event and the denominator of which shall be the total number of shares of Preferred Stock outstanding immediately following the occurrence of such event. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii), the Common Stockadjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii). (ii) Upon the first occurrence of a Triggering Event, proper provision shall be made so that each holder of a Right, except as otherwise provided in this Agreement, shall thereafter have the right to receive, and the Company shall issue, upon exercise thereof at the grant then-current Purchase Price required to holders be paid in order to exercise a Right in accordance with the terms of this Agreement, in lieu of the number of one one-thousandths of a share of Preferred Stock or other securities receivable upon exercise of a Right prior to the occurrence of the Triggering Event, such number of shares of Common Stock of certain rights the Company as shall equal the result obtained by (x) multiplying the then- current Purchase Price by the number of one-thousandths of a share of Preferred Stock or warrants other securities for which a Right was then exercisable (without giving effect to subscribe for or purchase shares such Triggering Event) and (y) dividing that product by 50% of the Common Stock or convertible securities at less than the then Current Market Price per share of the Common Stock or (iii) upon the distribution to holders of the Common Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in the Common Stock) or of subscription rights or warrants (other than those referred to above). Prior to the Distribution Date, the Board of Directors of the Company may make such equitable adjustments as it deems appropriate in the circumstances in lieu of any adjustment otherwise required by the foregoing. With certain exceptions, no adjustment in the Purchase Price will be required until the earlier of (i) three years from on the date of the occurrence of the Triggering Event (such number of shares being referred to as the "Adjustment Shares"); provided, however, that if the transaction or event giving that would -------- ------- otherwise give rise to the foregoing adjustment is also subject to the provisions of Section 13 of this Agreement, then only the provisions of Section 13 of this Agreement shall apply and no adjustment shall be made pursuant to this Section 11(a)(ii). Upon the occurrence of such adjustment or Triggering Event, the Purchase Price required to be paid in order to exercise a Right shall be unchanged, and the Purchase Price shall be appropriately adjusted to reflect, and shall thereafter mean, the amount required to be paid per share of Common Stock upon exercise of a Right. (iiiii) the time at which cumulative adjustments require an adjustment In lieu of at least 1% in such Purchase Price. No fractional issuing shares of Common Stock will be issued and, in lieu thereof, an adjustment in cash will be made based on the market price of the Common Stock on the last trading date prior to the date of exercise. At any time prior to 5:00 P.M. New York, New York time on the tenth day following the Shares Acquisition Dateaccordance with Section 11(a)(ii), the Company may redeem the Rights in wholemay, but not in part, at if a price of $.005 per Right (the “Redemption Price”). The decision to redeem shall require the affirmative vote of three-fourths of the entire Board of Directors. Immediately upon the action majority of the Board of Directors of the Company electing determine that such action is necessary or appropriate and not contrary to redeem the interests of holders of Rights (and, in the event that the number of shares of Common Stock which are authorized by the Company's certificate of incorporation, but which are not outstanding or reserved for issuance for purposes other than upon exercise of the Rights, are not sufficient to permit the exercise in full of the Rights in accordance with Section 11(a)(ii), the Company shall make announcement thereofshall) take one or more of the following actions: (A) reduce the Purchase Price required to be paid in order to exercise a Right by any amount (the "Reduction Amount"), in which event the number of Adjustment ---------------- Shares and/or the amount of any Substitute Consideration (as hereinafter defined) issuable in respect of each Right (the Adjustment Shares, if any, and upon such actionthe Substitute Consideration, if any, issuable in respect of a Right are herein collectively referred to as the right to exercise "Total Consideration") shall be reduced so that ------------------- the Rights will terminate and the only right aggregate value of the holders Total Consideration issuable in respect of Rights will be each Right is equal to receive the Redemption Price. At any time after Current Value (as hereinafter defined) less the occurrence Reduction Amount (herein the "Adjusted Current Value"), and/or (B) make adequate provision with ---------------------- respect to each Right to substitute for all or part of the event set forth under the heading “Exercise Adjustment Shares otherwise obtainable upon exercise of Rights for Common Stock a Right: (1) cash, (2) other equity securities of the Company” aboveCompany (including, without limitation, shares, or units of shares, of preferred stock which a majority of the Board of Directors, acting by the affirmative vote of three-fourths Directors of the entire Board of Directors, may exchange the Rights (other than Rights owned by an Acquiring Person, which Company have become null and void), in whole or in part, at an exchange ratio of one share of Common Stock, and/or other securities, cash or other assets deemed determined to have the same value as one share shares of Common StockStock (such shares or units of preferred stock being referred to as "Common Stock ------------ Equivalents")), per Right, subject to adjustment. Until a Right is exercised or exchanged for Common Stock, the holder thereof, as such, will have no rights as a stockholder (3) debt securities of the Company, including(4) other assets, without limitation, the right to vote or to receive dividends. While the distribution (5) any ----------- combination of the Rights will not be taxable to stockholders or foregoing (collectively, "Substitute Consideration"), having ------------------------ an aggregate value which, when added to the Companyvalue of the Adjustment Shares (if any) in respect of which no substitution is being made, stockholders may, depending upon is equal to the circumstances, recognize taxable income in Adjusted Current Value. If a majority of the event that Board of Directors of the Rights become exercisable for Company determine to issue or deliver any equity securities (other than Common Stock or Common Stock Equivalents), debt securities and/or other consideration assets pursuant to this Section 11(a)(iii), the value of such securities and/or assets shall be determined by a majority of the Board of Directors of the Company or for based upon the stock advice of a nationally recognized investment banking firm selected by a majority of the Acquiring Person as set forth aboveBoard of Directors of the Company. If the Company is required to make adequate provision to deliver value pursuant to the first sentence of this Section 11(a)(iii) and the Company shall not have made such adequate provision to deliver value within ninety (90) days following the first occurrence of a Triggering Event (the "Substitution Period"), then notwithstanding any provision ------------------- of Section 11(a)(ii) or this Section 11(a)(iii) to the contrary, the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, shares of Common Stock (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the excess of the Current Value over the Purchase Price. If both Common Stock and cash are exchanged as provided in to be delivered pursuant to the preceding paragraph.sentence, amounts of both Common Stock and cash shall be delivered upon surrender of each Right in a ratio of Common Stock to cash that bears the same ratio as the total value of all Common Stock to be delivered (as determined pursuant to this Section 11(a)(iii)) bears to the total value of all cash to be delivered; provided, however, that the Company may adjust such ratio to avoid -------- ------- issuing any fractional shares of Common Stock so long as the method of adjustment is applied consistently to each holder of Rights entitled to receive value thereon pursuant to this Section 11(a)(iii). To the extent that the Company determines that some action is to be taken pursuant to the first and/or third sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof, that such action

Adjustments to Purchase Price. The Purchase Price payable, and the number of shares of Common Stock (Preferred Shares or other securitiessecurities or property issuable, as the case may be) issuable upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Common StockPreferred Shares, (ii) upon the grant to holders of the Common Stock Preferred Shares of certain rights or warrants to subscribe for or purchase shares of the Common Stock Preferred Shares or convertible securities at less than the then Current Market Price current market price of the Common Stock Preferred Shares, or (iii) upon in case the distribution Company shall fix a record date to distribute to all holders of the Common Stock of Preferred Shares evidences of indebtedness or assets (excluding other than a regular periodic cash dividends dividend or dividends payable in the Common StockPreferred Shares) or of subscription rights or warrants (other than those referred to above). Prior The number of Rights and number of Preferred Shares issuable upon the exercise of each Right are also subject to the Distribution Date, the Board of Directors of the Company may make such equitable adjustments as it deems appropriate adjustment in the circumstances in lieu event of any adjustment otherwise required by a stock split, combination or stock dividend on the foregoingCommon Shares. With certain exceptions, no adjustment in the Purchase Price will be required until the earlier of (i) three years from the date of the event giving rise to such adjustment or (ii) the time at which cumulative adjustments require an adjustment of at least 1% in of such Purchase Price. No fractional shares of Common Stock Preferred Shares will be issued and, and in lieu thereof, an adjustment in cash will be made based on the market price of the Common Stock Preferred Shares on the last trading date prior to the date of exercise. Redemption and Exchange of Rights At any time prior to 5:00 P.M. New Yorkthe acquisition by a person or group of affiliated or associated persons of beneficial ownership of 20% or more of the outstanding Common Shares, New York time on the tenth day following the Shares Acquisition Date, Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.005 .001 per Right (the “"Redemption Price”"). The decision to redeem shall require , payable in cash, Common Shares or any other form of consideration deemed appropriate by the affirmative vote of three-fourths of the entire Board of Directors. The redemption of the Rights may be effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon redemption of the action Rights, the Rights will terminate and the only privilege of the Rights holders will be to receive the $.001 redemption price. The date on which Rights are redeemed is referred to herein as the "Redemption Date". At any time after the acquisition by any person or group of affiliated or associated persons of beneficial ownership of 20% or more of the outstanding Common Shares, the Board of Directors of the Company electing to redeem the Rights, may cause the Company shall make announcement thereof, and upon such action, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. At any time after the occurrence of the event set forth under the heading “Exercise of Rights for Common Stock of the Company” above, the Board of Directors, acting by the affirmative vote of three-fourths of the entire Board of Directors, may exchange the Rights (other than Rights owned by an Acquiring Person, such person or group which will have become null and void), in whole or in part, at an exchange ratio of one share of Common Stock, and/or other securities, cash or other assets deemed to have the same value as one share of Common Stock, Share per Right, subject appropriately adjusted to adjustmentreflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any person together with all affiliates and associates of such person, becomes the beneficial owner of 50% or more of the Common Shares then outstanding. Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Right shall be to receive the number of Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. In connection with this exchange provision, the Company shall not be required to issue fractions of Common Shares or certificates evidencing fractional Common Shares and, in lieu thereof, an adjustment will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. Until a Right is exercised or exchanged for Common Stockexercised, the holder thereof, as such, will have no rights as a stockholder shareholder of the Company, other than rights resulting from such holder's ownership of Common Shares, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to stockholders shareholders or to the Company, stockholders shareholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Common Stock Shares (or other consideration consideration) of the Company or for the common stock of the Acquiring Person acquiring company as set forth above, or are exchanged as provided in the preceding paragraph.