Common use of Adjustments to Warrant Price Clause in Contracts

Adjustments to Warrant Price. If at any time after the date of issuance hereof the Company shall grant or issue any shares of Common Stock, or grant or issue any rights, warrants or options for the purchase of, stock or other securities convertible into, Common Stock (such convertible stock or securities being herein collectively referred to as "COMMON STOCK EQUIVALENTS") other than: (i) shares issued in a transaction described in Section 4.5; or (ii) shares issued, subdivided or combined in transactions described in Section 4.1 if and to the extent that an adjustment to the Warrant Price shall have been previously made pursuant to this Section 4 as a result of such issuance, subdivision or combination of such securities; for a consideration per share which is less than the Warrant Price, then the Warrant Price in effect immediately prior to such issuance or sale (the "APPLICABLE WARRANT PRICE") shall, and thereafter upon each issuance or sale, the Applicable Warrant Price shall, simultaneously with such issuance or sale, be adjusted, so that such Applicable Warrant Price shall equal a price determined by multiplying the Applicable Warrant Price by a fraction, the numerator of which shall be: (a) the sum of (x) the total number of shares of Common Stock outstanding immediately prior to such issuance plus (y) the number of shares of Common Stock which the aggregate consideration received, as determined in accordance with Section 4.6 below for the issuance or sale of such additional Common Stock or Common Stock Equivalents deemed to be an issuance of Common Stock as provided in Section 4.7 below would purchase at the Applicable Warrant Price (including any consideration received by the Company upon the issuance of any shares of Common Stock or Common Stock Equivalents since the date the Applicable Warrant Price became effective not previously included in any computation resulting in an adjustment pursuant to this Section 4.4); and the denominator of which shall be: (b) the total number of shares of Common Stock outstanding (or deemed to be outstanding as provided in Section 4.7) immediately after the issuance or sale of such additional shares. Upon each adjustment of the Warrant Price pursuant to this Section 4.4, the total number of shares of Common Stock purchasable upon the exercise of each Warrant shall be such number of shares (calculated to the nearest tenth) purchasable at the Applicable Warrant Price multiplied by a fraction, the numerator of which shall be the Warrant Price in effect immediately prior to such adjustment and the denominator of which shall be the Warrant Price in effect immediately after such adjustment.

Adjustments to Warrant Price. If at The Warrant Price shall be subject to adjustment (without duplication) upon the occurrence of any time after of the date following events: (a) The issuance of issuance hereof the Company shall grant Common Stock as a dividend or issue any shares distribution to all holders of Common Stock, or grant a subdivision, combination or issue any rights, warrants or options for reclassification of the purchase of, stock or other securities convertible into, outstanding shares of Common Stock (such convertible stock into a greater or securities being herein collectively referred to as "COMMON STOCK EQUIVALENTS") other thansmaller number of shares, in which event the Warrant Price shall be adjusted based on the following formula: N0 W1 = W0 x -------- N1 where: W1 = the Warrant Price in effect immediately after the Open of Business on (i) shares issued the Ex-Date in the case of a transaction described in Section 4.5; dividend or distribution or (ii) shares issuedthe effective date in the case of a subdivision, subdivided combination or combined in transactions described in Section 4.1 if and to the extent that an adjustment to the Warrant Price shall have been previously made pursuant to this Section 4 as a result of such issuance, subdivision or combination of such securitiesreclassification; for a consideration per share which is less than the Warrant Price, then W0 = the Warrant Price in effect immediately prior to such issuance or sale (the "APPLICABLE WARRANT PRICE") shall, and thereafter upon each issuance or sale, the Applicable Warrant Price shall, simultaneously with such issuance or sale, be adjusted, so that such Applicable Warrant Price shall equal a price determined by multiplying the Applicable Warrant Price by a fraction, the numerator Open of which shall be:Business on (ai) the sum Ex-Date in the case of a dividend or distribution or (xii) the total effective date in the case of a subdivision, combination or reclassification; N0 = the number of shares of Common Stock outstanding immediately prior to such issuance plus the Open of Business on (yi) the Ex-Date in the case of a dividend or distribution or (ii) the effective date in the case of a subdivision, combination or reclassification; and N1 = the number of shares of Common Stock which equal to (i) in the aggregate consideration receivedcase of a dividend or distribution, as determined in accordance with Section 4.6 below the sum of the number of shares outstanding immediately prior to the Open of Business on the Ex-Date for the issuance such dividend or sale of such additional Common Stock or Common Stock Equivalents deemed to be an issuance of Common Stock as provided in Section 4.7 below would purchase at the Applicable Warrant Price (including any consideration received by the Company upon the issuance of any shares of Common Stock or Common Stock Equivalents since the date the Applicable Warrant Price became effective not previously included in any computation resulting in an adjustment pursuant to this Section 4.4); and the denominator of which shall be: (b) distribution plus the total number of shares issued pursuant to such dividend or distribution or (ii) in the case of a subdivision, combination or reclassification, the number of shares outstanding immediately after such subdivision, combination or reclassification. Such adjustment shall become effective immediately after the Open of Business on (i) the Ex-Date in the case of a dividend or distribution or (ii) the effective date in the case of a subdivision, combination or reclassification. If any dividend or distribution or subdivision, combination or reclassification of the type described in this Section 2.1(a) is declared or announced but not so paid or made, the Warrant Price shall again be adjusted to the Warrant Price that would then be in effect if such dividend or distribution or subdivision, combination or reclassification had not been declared or announced, as the case may be. (b) The issuance to all holders of Common Stock outstanding (or deemed to be outstanding as provided in Section 4.7) immediately after the issuance or sale of such additional shares. Upon each adjustment of the Warrant Price pursuant to this Section 4.4, the total number of shares of Common Stock purchasable upon (or Derivative Securities) at an Effective Consideration per share that is below the exercise Fair Market Value of each Warrant shall be a share of Common Stock on the Trading Day immediately preceding the date of the announcement of such number of shares (calculated to issuance, in which event the nearest tenth) purchasable at the Applicable Warrant Price multiplied by a fraction, will be adjusted based on the numerator following formula: N0 + C/M W1 = W0 x ------------- N0 + NA where: W1 = the Warrant Price in effect immediately after the Open of which shall be Business on the Ex-Date for such issuance; W0 = the Warrant Price in effect immediately prior to the Open of Business on the Ex-Date for such issuance; N0 = the number of shares of Common Stock outstanding immediately prior to the Open of Business on the Ex-Date for such issuance; NA = the number of shares of Common Stock issued and, if applicable, issuable upon exercise, conversion or exchange of any Derivative Securities assuming full physical settlement; C = the total consideration receivable by the Company on issuance and, if applicable, the exercise, conversion or exchange of any Derivative Securities assuming full physical settlement; and M = the Closing Sale Price of a share of Common Stock on the Trading Day immediately preceding the date of the announcement of such issuance. Such adjustment and shall become effective immediately after the denominator Open of which Business on the Ex-Date for such issuance. In the event that an issuance of such Common Stock or Derivative Securities is announced but such Common Stock or Derivative Securities are not so issued, the Warrant Price shall again be adjusted to be the Warrant Price that would then be in effect if the Ex-Date for such issuance had not occurred. If the application of this Section 2.1(b) to any issuance would result in an increase in the Warrant Price, no adjustment shall be made for such issuance under this Section 2.1(b). (c) The issuance of shares of Common Stock (or Derivative Securities) at an Effective Consideration that is less than the Warrant Price in effect immediately prior to the Open of Business on the date of such issuance, in which event the Warrant Price will be adjusted based on the following formula: N0 + C/W0 W1 = W0 x ------------- N0 + NA where: W1 = the Warrant Price in effect immediately after the Open of Business on the date of such issuance; W0 = the Warrant Price in effect immediately prior to the Open of Business on the date of such issuance; N0 = the number of shares of Common Stock outstanding immediately prior to the Open of Business on the date of such issuance; NA = the number of shares of Common Stock issued and, if applicable, issuable upon exercise, conversion or exchange of any Derivative Securities assuming full physical settlement; and C = the total consideration receivable by the Company on issuance and, if applicable, the exercise, conversion or exchange of any Derivative Securities assuming full physical settlement. Such adjustment shall become effective immediately after the Open of Business on the date of such issuance. In the event that an issuance of such Common Stock or Derivative Securities is announced but such Common Stock or Derivative Securities are not so issued, the Warrant Price shall again be adjusted to be the Warrant Price that would then be in effect if the issuance had not occurred. If the application of this Section 2.1(c) to any issuance would result in an increase in the Warrant Price, no adjustment shall be made for such issuance under this Section 2.1(c). (d) The issuance as a dividend or distribution to all holders of Common Stock of shares of capital stock, evidences of indebtedness, shares of capital stock (other than Common Stock) or other securities, cash or other property (excluding any dividend or distribution covered by Section 2.1(a) or Section 2.1(b)), in which event the Warrant Price will be adjusted based on the following formula: M - FMV W1 = W0 x --------------- M where: W1 = the Warrant Price in effect immediately after the Open of Business on the Ex-Date for such dividend or distribution; W0 = the Warrant Price in effect immediately prior to the Open of Business on the Ex-Date for such dividend or distribution; M = the Fair Market Value of a share of Common Stock on the Trading Day immediately preceding the Ex-Date for such dividend or distribution; and FMV = the Fair Market Value of the portion of such dividend or distribution applicable to one share of Common Stock on the Trading Day immediately preceding the Ex-Date for such dividend or distribution. Such decrease shall become effective immediately after the Open of Business on the Ex- Date for such dividend or distribution. In the event that such dividend or distribution is declared or announced but not so paid or made, the Warrant Price shall again be adjusted to be the Warrant Price which would then be in effect if such distribution had not been declared or announced. However, if the transaction that gives rise to an adjustment pursuant to this Section 2.1(d) is one pursuant to which the payment of a dividend or other distribution on Common Stock consists of shares of capital stock of, or similar equity interests in, a subsidiary of the Company or other business unit of the Company (i.e., a spin-off) that are, or, when issued, will be, traded or quoted on The Nasdaq Stock Market LLC or any other national or regional securities exchange or market, then the Warrant Price will instead be adjusted based on the following formula: M0 W1 = W0 x -------------- M0 + FMV0 where: W1 = the Warrant Price in effect immediately after the Open of Business on the Ex-Date for such dividend or distribution; W0 = the Warrant Price in effect immediately prior to the Open of Business on the Ex-Date for such dividend or distribution; FMV0 = the average of the Fair Market Values of the capital stock or similar equity interests distributed to holders of Common Stock applicable to one share of Common Stock over the 10 consecutive Trading Days commencing on, and including, the third Trading Day following the effective date of such spin-off (the “Valuation Period”); and M0 = the average of the Fair Market Values of the Common Stock over the Valuation Period for such dividend or distribution. Such decrease shall be made immediately after the Close of Business on the last Trading Day of the Valuation Period for such dividend or distribution, but shall be given effect immediately after the Open of Business on the Ex-Date for such dividend or distribution; provided that in respect of any exercise during the Valuation Period, references to 10 consecutive Trading Days in the definition of Valuation Period shall be deemed replaced with such lesser number of Trading Days as have elapsed commencing on, and including, the third Trading Day following the effective date of such spin-off and the exercise date in determining the applicable Warrant Price. In the event that such dividend or distribution is declared or announced but not so paid or made, the Warrant Price shall again be adjusted to be the Warrant Price which would then be in effect if such distribution had not been declared or announced. (e) The payment in respect of any tender offer or exchange offer by the Company for Common Stock, where the cash and fair value of any other consideration included in the payment per share of the Common Stock exceeds the Fair Market Value of a share of Common Stock on the Trading Day immediately following the expiration date of the tender or exchange offer (the “Offer Expiration Date”), in which event the Warrant Price will be adjusted based on the following formula: N0 x P W1 = W0 x --------------- A + (P x N1) where: W1 = the Warrant Price in effect immediately after the Close of Business on the Offer Expiration Date; W0 = the Warrant Price in effect immediately prior to the Close of Business on the Offer Expiration Date; N0 = the number of shares of Common Stock outstanding immediately prior to the expiration of the tender or exchange offer (prior to giving effect to the purchase or exchange of shares); N1 = the number of shares of Common Stock outstanding immediately after the expiration of the tender or exchange offer (after giving effect to the purchase or exchange of shares); A = the aggregate cash and fair value of any other consideration payable for shares of Common Stock purchased in such tender offer or exchange offer; and P = the Fair Market Value of a share of Common Stock on the Trading Day immediately following the Offer Expiration Date. An adjustment, if any, to the Warrant Price pursuant to this clause (e) shall become effective immediately after the Close of Business on the Offer Expiration Date. In the event that the Company or a subsidiary of the Company is obligated to purchase shares of Common Stock pursuant to any such tender offer or exchange offer, but the Company or such subsidiary is permanently prevented by applicable law from effecting any such purchases, or all such purchases are rescinded, then the Warrant Price shall again be adjusted to be the Warrant Price which would then be in effect if such tender offer or exchange offer had not been made. If the application of this Section 2.1(e) to any tender offer or exchange offer would result in an increase in the Warrant Price, no adjustment shall be made for such tender offer or exchange offer under this Section 2.1(e). (f) If any single action would require adjustment of the Warrant Price pursuant to more than one subsection of this Section 2.1, only one adjustment shall be made and such adjustment shall be the amount of adjustment that has the highest, relative to the rights and interests of the registered holders of the Warrants then outstanding, absolute value. (g) The Company may from time to time, to the extent permitted by law and subject to applicable rules of the principal U.S. national securities exchange on which the Common Stock is then listed, decrease the Warrant Price and/or increase the number of Shares notionally underlying this Warrant by any amount for any period of at least 20 days. In that case, the Company shall give Holder at least 15 days’ prior notice of such increase or decrease, and such notice shall state the decreased Warrant Price and/or increased number of shares for which the Warrant may be exercised and the period during which the decrease and/or increase will be in effect. The Company may make such decreases in the Warrant Price and/or increases in the number of Shares for which the Warrant may be exercised, in addition to those set forth in this Section 2.1, as the Company’s Board of Directors deems advisable, including to avoid or diminish any income tax to holders of the Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes. (h) [intentionally omitted].

Adjustments to Warrant Price. If at any time after the date of issuance hereof the Company shall grant or issue any shares of Common Stock, or grant or issue any rights, warrants or options for the purchase of, stock or other securities convertible into, Common Stock (such convertible stock or securities being herein collectively referred to as "COMMON STOCK EQUIVALENTSCommon Stock Equivalents") other than: (i) shares issued in a transaction described in Section 4.5; or (ii) shares issued, subdivided or combined in transactions described in Section 4.1 if and to the extent that an adjustment to the Warrant Price shall have been previously made pursuant to this Section 4 as a result of such issuance, subdivision or combination of such securities; for a consideration per share which is less than the Warrant Price, then the Warrant Price in effect immediately prior to such issuance or sale (the "APPLICABLE WARRANT PRICEApplicable Warrant Price") shall, and thereafter upon each issuance or sale, the Applicable Warrant Price shall, simultaneously with such issuance or sale, be adjusted, so that such Applicable Warrant Price shall equal a price determined by multiplying the Applicable Warrant Price by a fraction, the numerator of which shall be: (a) the sum of (x) the total number of shares of Common Stock outstanding immediately prior to such issuance plus (y) the number of shares of Common Stock which the aggregate consideration received, as determined in accordance with Section 4.6 below for the issuance or sale of such additional Common Stock or Common Stock Equivalents deemed to be an issuance of Common Stock as provided in Section 4.7 below would purchase at the Applicable Warrant Price (including any consideration received by the Company upon the issuance of any shares of Common Stock or Common Stock Equivalents since the date the Applicable Warrant Price became effective not previously included in any computation resulting in an adjustment pursuant to this Section 4.4); and the denominator of which shall be: (b) the total number of shares of Common Stock outstanding (or deemed to be outstanding as provided in Section 4.7) immediately after the issuance or sale of such additional shares. Upon each adjustment of the Warrant Price pursuant to this Section 4.4, the total number of shares of Common Stock purchasable upon the exercise of each Warrant shall be such number of shares (calculated to the nearest tenth) purchasable at the Applicable Warrant Price multiplied by a fraction, the numerator of which shall be the Warrant Price in effect immediately prior to such adjustment and the denominator of which shall be the Warrant Price in effect immediately after such adjustment.