Common use of Anti-Dilution Provisions Clause in Contracts

Anti-Dilution Provisions. If the Company shall pay a dividend in shares of its Common Stock, subdivide (split) its outstanding shares of Common Stock, combine (reverse split) its outstanding shares of Common Stock, issue by reclassification of its shares of Common Stock any shares or other securities of the Company, or distribute to holders of its Common Stock any securities of the Company or of another entity, the number of shares of Common Stock or other securities the Optionee is entitled to purchase pursuant to this Option immediately prior thereto shall be adjusted so that the Optionee shall be entitled to receive upon exercise the number of shares of Common Stock or other securities which it would have owned or would have been entitled to receive after the happening of any of the events described above had this Option been exercised immediately prior to the happening of such event, and the Exercise Price shall be correspondingly adjusted; provided, however, that no adjustment in the number of shares and/or the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such number and/or price; and provided further, however, that any adjustments which by reason of this Section 6 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An adjustment made pursuant to this Section 6 shall become effective immediately after the record date in the case of the stock dividend or other distribution and shall become effective mmediately after the effective date in the case of a subdivision, combination or reclassification. The Optionee shall be entitled to participate in any subscription or other rights offering made to holders of the Company's Common Stock to the extent it would have been entitled had this Option been exercised in the full number of shares as to which this Option remains unexercised immediately prior to the record date for such rights offering. If the Company is consolidated or merged with or into another Company or if all or substantially all of its assets are conveyed to another Company, this Option shall thereafter be exercisable for the purchase of the kind and number of shares of stock or other securities or property, if any, receivable upon such consolidation, merger or conveyance by an Optionee of the number of shares of Common Stock of the Company which could have been purchased on the exercise of this Option immediately prior to such consolidation, merger or conveyance; and, in any such case, appropriate adjustment (as determined by the Board of Directors) shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Optionee to the end that the provisions set forth herein (including provisions with respect to changes in and other adjustments of the number of shares of Common Stock the Optionee is entitled to purchase) shall thereafter be applicable, as nearly as possible, in relation to any shares of Common Stock or other securities or other property thereafter deliverable upon the exercise of this Option. Upon any adjustment of the number of shares of Common Stock or other securities the Optionee is entitled to purchase, and of any change in Exercise Price, then in each such case the Company shall give written notice thereof to the then registered holder of this Option at the address of such Optionee as shown on the books of the Company, which notice shall state such change and set forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Each such notice shall be accompanied by a statement of the firm of independent certified public accountants retained to audit the financial statements of the Company to the effect that such firm concurs in the Company's calculation of the change.

Anti-Dilution Provisions. If the Company shall pay a dividend in shares of its Common Stock, subdivide (split) its outstanding shares of Common Stock, combine (reverse split) its outstanding shares of Common Stock, issue by reclassification of its shares of Common Stock any shares or other securities of the Company, or distribute to holders of its Common Stock any securities of the Company or of another entity, the number of shares of Common Stock or other securities the Optionee is entitled to purchase pursuant to this Option immediately prior thereto shall be adjusted so that the Optionee shall be entitled to receive upon exercise the number of shares of Common Stock or other securities which it would have owned or would have been entitled to receive after the happening of any of the events described above had this Option been exercised immediately prior to the happening of such event, and the Exercise Price shall be correspondingly adjusted; provided, however, that no adjustment in the number of shares and/or the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such number and/or price; and provided further, however, that any adjustments which by reason of this Section 6 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An adjustment made pursuant to this Section 6 shall become effective immediately after the record date in the case of the stock dividend or other distribution and shall become effective mmediately immediately after the effective date in the case of a subdivision, combination or reclassification. The Optionee shall be entitled to participate in any subscription or other rights offering made to holders of the Company's Common Stock to the extent it would have been entitled had this Option been exercised in the full number of shares as to which this Option remains unexercised immediately prior to the record date for such rights offering. If the Company is consolidated or merged with or into another Company or if all or substantially all of its assets are conveyed to another Company, this Option shall thereafter be exercisable for the purchase of the kind and number of shares of stock or other securities or property, if any, receivable upon such consolidation, merger or conveyance by an Optionee of the number of shares of Common Stock of the Company which could have been purchased on the exercise of this Option immediately prior to such consolidation, merger or conveyance; and, in any such case, appropriate adjustment (as determined by the Board of Directors) shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Optionee to the end that the provisions set forth herein (including Including provisions with respect to changes in and other adjustments of the number of shares of Common Stock the Optionee is entitled to purchase) shall thereafter be applicable, as nearly as possible, in relation to any shares of Common Stock or other securities or other property thereafter deliverable upon the exercise of this Option. Upon any adjustment of the number of shares of Common Stock or other securities the Optionee is entitled to purchase, and of any change in Exercise Price, then in each such case the Company shall give written notice thereof to the then registered holder of this Option at the address of such Optionee as shown on the books of the Company, which notice shall state such change and set forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Each such notice shall be accompanied by a statement of the firm of independent certified public accountants retained to audit the financial statements of the Company to the effect that such firm concurs in the Company's calculation of the change.

Anti-Dilution Provisions. If and to the Company shall pay a dividend in shares extent that the number of its Common Stock, subdivide (split) its outstanding shares of Common Stock, combine (reverse split) its outstanding shares of Common Stock, issue by reclassification of its issued shares of Common Stock any shares or other securities of the Company, or distribute to holders of its Common Stock any securities of the Company shall be increased or reduced by change in par value, split up, stock split, reclassification, distribution of another entitya dividend payable in stock, or the like, the number of shares subject to this Warrant and the Warrant Price shall be proportionately adjusted so that the Holder, upon exercise hereof shall be entitled to receive the number of shares of Common Stock which the Holder would have owned immediately following such action had this Warrant been exercised immediately prior thereto. In case of any reorganization or any consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or in case of any sale or conveyance to another entity of the property of the Company as an entirety or substantially as an entirety, or in the case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Company), the Holder of this Warrant shall have the right thereafter to receive on the exercise of this Warrant the kind and amount of securities, cash or other property which he would have owned or have been entitled to receive immediately after such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Section 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Section 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the Optionee is entitled exercise of this Warrant. The above provisions of this Section 3 shall similarly apply to purchase pursuant successive reorganizations, consolidations, mergers, statutory exchanges, sales or conveyances. The issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant shall be responsible for all of the agreements and obligations of the Company hereunder. In case the Company shall sell any shares of Common Stock for a consideration per share less than then-current Warrant Price, the Warrant Price in effect immediately prior to this Option such sale shall be changed to a price (including any applicable fraction of a cent) determined by multiplying the Warrant Price in effect immediately prior thereto by a fraction, the numerator of which shall be adjusted so that the Optionee shall be entitled to receive upon exercise sum of the number of shares of Common Stock or other securities which it would have owned or would have been entitled to receive after the happening of any of the events described above had this Option been exercised outstanding immediately prior to the happening issuance of such event, additional shares and the Exercise number of shares of Common Stock which the aggregate consideration received for the issuance of such additional shares would purchase at the Warrant Price in effect immediately prior to such sale and the denominator of which shall be correspondingly adjustedthe number of shares of Common Stock outstanding immediately after the issuance of such additional shares; provided, however, that no such adjustment shall be made upon (i) the exercise of any options, warrants or other rights to acquire Common Stock outstanding on the date of issuance of this Warrant or (ii) the exercise of any options, warrants or other rights to acquire Common stock granted pursuant to any employee benefit plan of the Company, whether such plan is in effect on the date of issuance of this Warrant or thereafter adopted or (iii) the issuance of any equity securities contemplated by that certain Letter Agreement dated as of the date hereof by and among the Holder, Xxxxx Xxxxxxxxxxx, The Xxxxxxxxxxx Foundation, Inc., Xxxxxxx Xxxxxxxxxxx, Xxxxxx X. Xxxx, Xx., Xxxxxx X. Xxxxx, M&B Xxxxx Family Partnership, X. Xxxxxx Xxxxx, X.X. Xxxxx Investment Banking Corp., Rivkalex Corporation and Xxxxxxxx Xxxxxxxxxx. No adjustment in the number of shares and/or the Exercise Warrant Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such number and/or price$0.05 per share of Common Stock; and provided furtherprovided, however, that any adjustments which by reason of this Section 6 paragraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An adjustment made pursuant to All calculations under this Section 6 3 shall become effective immediately after be made to the record date in nearest cent or to the nearest 1/100th of a share, as the case of the stock dividend or other distribution and shall become effective mmediately after the effective date in the case of a subdivision, combination or reclassificationmay be. The Optionee Company shall be entitled to participate in any subscription or other rights offering made to holders of the Company's Common Stock to the extent it would have been entitled had this Option been exercised in the full number of shares as to which this Option remains unexercised immediately prior to the record date for such rights offering. If the Company is consolidated or merged with or into another Company or if all or substantially all of its assets are conveyed to another Company, this Option shall thereafter be exercisable for the purchase of the kind and number of shares of stock or other securities or property, if any, receivable upon such consolidation, merger or conveyance by an Optionee of the number of not issue fractional shares of Common Stock of the Company which could have been purchased on the upon exercise of this Option immediately prior to such consolidation, merger or conveyance; and, in Warrant. Upon the happening of any such case, appropriate event requiring an adjustment (as determined by the Board of Directors) shall be made in the application of the provisions herein set forth with respect Warrant Price, the Company shall forthwith give written notice thereto to the rights Holder of this Warrant stating the adjusted Warrant Price and interests thereafter of the Optionee to the end that the provisions set forth herein (including provisions with respect to changes in and other adjustments of the adjusted number of shares of Common Stock the Optionee is entitled to purchase) shall thereafter be applicable, as nearly as possible, in relation to any shares of Common Stock or other securities or other property thereafter deliverable purchasable upon the exercise of this Option. Upon any adjustment of the number of shares of Common Stock or other securities the Optionee is entitled to purchase, hereof resulting from such event and of any change in Exercise Price, then in each such case the Company shall give written notice thereof to the then registered holder of this Option at the address of such Optionee as shown on the books of the Company, which notice shall state such change and set setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Each such notice shall be accompanied by a statement of the firm of independent certified public accountants retained to audit the financial statements of the Company to the effect that such firm concurs in the Company's calculation of the change.

Anti-Dilution Provisions. If (a) The number of shares of Option Shares and the exercise price per share shall be subject to adjustment from time to time as provided for in this Section 3(a). Notwithstanding any provision contained herein, the aggregate Option Price for the total number of Option Shares issuable pursuant to the Option shall remain unchanged. In case the Company shall pay at any time change as a whole, by subdivision, combination, acquisition or sale in any manner or by the making of a stock split or stock dividend in shares or by changing the number of its Common Stock, subdivide (split) its outstanding shares of Common StockStock into a different number of shares, combine (reverse spliti) its outstanding shares of Common Stock, issue by reclassification of its shares of Common Stock any shares or other securities of the Company, or distribute to holders of its Common Stock any securities of the Company or of another entity, the number of shares of Common Stock or other securities the Optionee is which Holder shall have been entitled to purchase pursuant to this Agreement shall be increased or decreased in direct proportion to such increase or decrease of shares, as the case may be, and (ii) the Option Price (but not the aggregate Option Price of all such shares) in effect immediately prior thereto to such change shall be adjusted so increased or decreased in inverse proportion to such increase or decrease of shares, as the case may be. In addition, and without limiting the foregoing, it is the parties' intention hereto that the Optionee Option Price respective to the Option Shares shall at all times be entitled equal to receive upon exercise or less than the number of lowest price per share for additional shares of Common Stock hereafter issued at less than fair market value or deemed to be hereafter issued at less than fair market value upon the issuance of any warrants, options or other subscription rights with respect to Common Stock or other securities which it would have owned convertible into Common Stock or would have been entitled to receive after the happening issuance of any warrants, options or any similar rights with respect to such convertible securities (all such shares or instruments of the events described above had this Company being referred to herein collectively as "Securities"). Accordingly, upon any issuance or deemed issuance of Securities at a price per share which is less than the then current fair market value of such Securities and less than the lowest price per share of the Option been exercised immediately prior Shares, the per share price of the Option Shares shall be forthwith reduced to an amount equal to the happening lowest price per share of such event, and the Exercise Price shall be correspondingly adjusted; provided, however, that no adjustment in the number of shares and/or the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such number and/or price; and provided further, however, that any adjustments which by reason of this Section 6 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An adjustment made pursuant to this Section 6 shall become effective immediately after the record date in the case of the stock dividend or other distribution and shall become effective mmediately after the effective date in the case of a subdivision, combination or reclassification. The Optionee shall be entitled to participate in any subscription or other rights offering made to holders of the Company's Common Stock to the extent it would have been entitled had this Option been exercised in the full number of shares as to which this Option remains unexercised immediately prior to the record date for such rights offeringSecurities so issued. If the Company is consolidated shall in any manner grant, issue or merged with sell any Securities whether or into another Company not same or if all the right to convert or substantially all exchange any of its assets same are conveyed to another Companyimmediately exercisable, this Option shall thereafter be exercisable for the purchase of the kind and number of shares of stock or other securities or property, if any, receivable upon such consolidation, merger or conveyance by an Optionee of the number of shares of Common Stock of the Company which could will be deemed to have been purchased on the exercise of this Option immediately prior to such consolidation, merger issued or conveyance; and, in any such case, appropriate adjustment (as determined by the Board of Directors) shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Optionee to the end that the provisions set forth herein (including provisions with respect to changes in and other adjustments of the number of shares of sold Common Stock the Optionee is entitled to purchase) shall thereafter be applicable, as nearly as possible, in relation to any shares of Common Stock or other securities or other property thereafter deliverable upon the exercise of this Option. Upon any adjustment of the number of shares of Common Stock or other securities the Optionee is entitled to purchase, and of any change in Exercise Price, then in each such case the Company shall give written notice thereof to the then registered holder of this Option at the address of such Optionee as shown on the books of the Company, which notice shall state such change and set forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Each such notice shall be accompanied by a statement of the firm of independent certified public accountants retained to audit the financial statements of the Company to the effect that such firm concurs in the Company's calculation of the changeStock.

Anti-Dilution Provisions. If the Company subdivides, consolidates or otherwise changes, reorganizes or reclassifies its Common Shares in any way, declares any stock dividend, or becomes subject to any amalgamation, arrangement, business combination, reorganization or other similar transaction prior to the expiry of the Compensation Options (each such event being a "capital reorganization event"), the Compensation Options shall pay a dividend be similarly subdivided, consolidated, reorganized, reclassified or changed such that the Underwriter receive, on any exercise of the Compensation Options subsequent to the effective date of such capital reorganization event, the same number and type of securities that they would have otherwise received had they fully exercised such Compensation Options (including the Warrants comprising the Optioned Units) prior to each such capital reorganization event. The exercise price shall be adjusted accordingly and notice shall be given to the Underwriter of such adjustment. If the Underwriter disagrees with such adjustment the matter shall be determined conclusively by the Company's Auditors at the expense of the Company. The Company shall at all times while the Compensation Options are in shares effect, reserve and keep available out of its authorized but unissued Common StockShares, subdivide (split) its outstanding shares such number of Common StockShares as shall from time to time be required to be issued on each exercise of the Compensation Options (including the Warrants comprising the Optioned Units) and such additional Common Shares as may be issuable as a result of each capital reorganization event). If any Common Shares required to be reserved for purposes of issuance upon any exercise of Compensation Options require, combine (reverse split) its outstanding shares in addition to such compliance with the Canadian Securities Laws as is contemplated by this Agreement, any additional registration with or approval of any authority under the Canadian Securities Laws, or listing on any securities exchange on which the Common Stock, issue by reclassification of its shares of Common Stock any shares Shares or other securities as may be issuable as a result of the Companyany capital reorganization event may then be listed, or distribute to holders of its Common Stock any securities of before they may be issued, the Company or of another entity, the number of shares of Common Stock or other securities the Optionee is entitled to purchase pursuant to this Option immediately prior thereto shall be adjusted so that the Optionee shall be entitled to receive upon exercise the number of shares of Common Stock or other securities which it would have owned or would have been entitled to receive after the happening of any of the events described above had this Option been exercised immediately prior to the happening of such event, and the Exercise Price shall be correspondingly adjusted; provided, however, that no adjustment in the number of shares and/or the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such number and/or price; and provided further, however, that any adjustments which by reason of this Section 6 are not required cause them to be made shall be carried forward duly registered, approved and taken into account in any subsequent adjustment. An adjustment made pursuant to this Section 6 shall become effective immediately after the record date in the case of the stock dividend or other distribution and shall become effective mmediately after the effective date in the case of a subdivision, combination or reclassification. The Optionee shall be entitled to participate in any subscription or other rights offering made to holders of the Company's Common Stock to the extent it would have been entitled had this Option been exercised in the full number of shares as to which this Option remains unexercised immediately prior to the record date for such rights offering. If the Company is consolidated or merged with or into another Company or if all or substantially all of its assets are conveyed to another Company, this Option shall thereafter be exercisable for the purchase of the kind and number of shares of stock or other securities or property, if any, receivable upon such consolidation, merger or conveyance by an Optionee of the number of shares of Common Stock of the Company which could have been purchased on listed forthwith following the exercise of this Option immediately prior to such consolidation, merger or conveyance; and, in any such case, appropriate adjustment (as determined by the Board of Directors) shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Optionee to the end that the provisions set forth herein (including provisions with respect to changes in and other adjustments of the number of shares of Common Stock the Optionee is entitled to purchase) shall thereafter be applicable, as nearly as possible, in relation to any shares of Common Stock or other securities or other property thereafter deliverable upon the exercise of this Option. Upon any adjustment of the number of shares of Common Stock or other securities the Optionee is entitled to purchase, and of any change in Exercise Price, then in each such case the Company shall give written notice thereof to the then registered holder of this Option at the address of such Optionee as shown on the books of the Company, which notice shall state such change and set forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Each such notice shall be accompanied by a statement of the firm of independent certified public accountants retained to audit the financial statements of the Company to the effect that such firm concurs in the Company's calculation of the changeCompensation Options.

Anti-Dilution Provisions. If In the event that the Company shall shall, at any time prior to the Expiration Date and the Expiration Time of this Warrant and prior to the exercise thereof: (i) declare or pay to the Holders of the Common Stock a dividend payable in any kind of shares of stock of the Company; or (ii) change or divide or otherwise reclassify its Common Stock into the same or a different number of shares with or without par value, or into shares of any class or classes; or (iii) consolidate, merge with any other corporation or other entity or engage in any other corporate reorganization where the Company is the surviving entity; or (iv) make any distribution of its assets to Holders of its Common StockStock in partial liquidation or by way of return of capital, subdivide (split) its outstanding shares then, upon the subsequent exercise of Common Stockthis Warrant, combine (reverse split) its outstanding shares of Common Stockthe Holder thereof shall receive for the Exercise Price, issue by reclassification of its in addition to or in substitution for the shares of Common Stock any to which the Holder would otherwise be entitled upon such exercise, such additional shares or other securities of stock of the Company, or distribute to holders such reclassified shares of its Common Stock any stock of the Company, or such shares of the securities or property of the Company, or such assets of the Company or of another entity, which the number of shares of Common Stock or other securities the Optionee is entitled to purchase pursuant to this Option immediately prior thereto shall be adjusted so that the Optionee shall be entitled to receive upon exercise the number of shares of Common Stock or other securities which it would have owned or Holder would have been entitled to receive after had such Holder exercised this Warrant immediately prior to the happening of any of the foregoing events. Any plan or agreement devised or executed in connection with any of the foregoing events described above had shall explicitly provide for the aforesaid rights of the Holder of this Option been exercised immediately Warrant and of all other Warrants of similar tenor. Within a reasonable time prior to or subsequent to the happening occurrence of any of the foregoing events, the Company shall notify the registered Holder hereof and all Holders of Warrants of similar tenor, with respect to their rights in connection therewith, so as to ensure the Holders hereof an opportunity to exercise those rights in a timely manner. In connection with that notice, the Company shall send a detailed written explanation of the relevant events, transactions and resulting capital adjustments to the Holders of the Warrants. If no Holder gives the Company written objection to such adjustments within ten (10) days after such Holder's receipt of such eventexplanation, and no Warrantholder (including the Exercise Price Holder hereof) may thereafter object to such adjustments. Notwithstanding the foregoing, upon the occurrence of any of the foregoing events, the Board of Directors of the Company shall be correspondingly adjusted; providedhave the right to accelerate the Warrants whereupon they shall become immediately exercisable. In the event that the Company shall, howeverat any time prior to January 1, that no adjustment in the number of shares and/or the Exercise Price shall be required unless such adjustment would require an increase 2002, propose to (i) consolidate or decrease of at least one percent (1%) in such number and/or price; and provided further, however, that merge with any adjustments which by reason of this Section 6 are not required to be made shall be carried forward and taken into account other corporation or entity or engage in any subsequent adjustment. An adjustment made pursuant to this Section 6 shall become effective immediately after the record date in the case of the stock dividend or other distribution and shall become effective mmediately after the effective date in the case of a subdivisioncorporate reorganization, combination or reclassification. The Optionee shall be entitled to participate in any subscription or other rights offering made to holders of the Company's Common Stock to the extent it would have been entitled had this Option been exercised in the full number of shares as to which this Option remains unexercised immediately prior to the record date for such rights offering. If where the Company is consolidated or merged with or into another Company or if all not the surviving entity, (ii) transfer its property as an entirety or substantially all as an entirety to any other corporation or entity or (iii) make a distribution of its assets are conveyed to another Companyin complete liquidation, this Option shall thereafter be exercisable for the purchase of the kind and number of shares of stock or other securities or property, if any, receivable upon such consolidation, merger or conveyance by an Optionee of the number of shares of Common Stock of the Company which could have been purchased on the exercise of this Option immediately prior to such consolidation, merger or conveyance; and, in any such case, appropriate adjustment (as determined by the Board of Directors) shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Optionee to the end that the provisions set forth herein (including provisions with respect to changes in and other adjustments of the number of shares of Common Stock the Optionee is entitled to purchase) shall thereafter be applicable, as nearly as possible, in relation to any shares of Common Stock or other securities or other property thereafter deliverable upon the exercise of this Option. Upon any adjustment of the number of shares of Common Stock or other securities the Optionee is entitled to purchase, and of any change in Exercise Price, then in each such case the Company shall give send written notice thereof of such event to the then registered holder Holder of this Option Warrant at the address of such Optionee as shown set forth on the books of the Company, which notice whereupon, unless otherwise provided in the plan with respect to any of the foregoing events, this Warrant shall state such change and set forth in reasonable detail become immediately exercisable by the method Holder hereof for a period of calculation and thirty (30) days from the facts upon which such calculation is based. Each date such notice is sent. In the event that this Warrant is not exercised on or prior to the expiration of such thirty (30) day period, this Warrant shall be accompanied by a statement of immediately terminate and become null and void. Notwithstanding anything herein to the firm of independent certified public accountants retained to audit the financial statements of contrary, if the Company to issues a new Warrant certificate in replacement of this Warrant certificate upon the effect that such firm concurs transfer of this Warrant, in replacement of a loss, theft, destruction or mutilation of this Warrant or for any other reason, the new Warrant certificate, at the Company's calculation of the changeoption, may reflect any adjustments theretofore made pursuant to this Article III.

Anti-Dilution Provisions. If In the Company shall pay event Parent changes (or ------------------------ establishes a dividend in shares of its Common Stock, subdivide (split) its outstanding shares of Common Stock, combine (reverse split) its outstanding shares of Common Stock, issue by reclassification of its shares of Common Stock any shares or other securities of the Company, or distribute to holders of its Common Stock any securities of the Company or of another entity, the number of shares of Common Stock or other securities the Optionee is entitled to purchase pursuant to this Option immediately prior thereto shall be adjusted so that the Optionee shall be entitled to receive upon exercise the number of shares of Common Stock or other securities which it would have owned or would have been entitled to receive after the happening of any of the events described above had this Option been exercised immediately prior to the happening of such event, and the Exercise Price shall be correspondingly adjusted; provided, however, that no adjustment in the number of shares and/or the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such number and/or price; and provided further, however, that any adjustments which by reason of this Section 6 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An adjustment made pursuant to this Section 6 shall become effective immediately after the record date in the case of the stock dividend or other distribution and shall become effective mmediately after the effective date in the case of a subdivision, combination or reclassification. The Optionee shall be entitled to participate in any subscription or other rights offering made to holders of the Company's Common Stock to the extent it would have been entitled had this Option been exercised in the full number of shares as to which this Option remains unexercised immediately prior to the record date for such rights offering. If the Company is consolidated or merged with or into another Company or if all or substantially all of its assets are conveyed to another Company, this Option shall thereafter be exercisable for the purchase of the kind and number of shares of stock or other securities or property, if any, receivable upon such consolidation, merger or conveyance by an Optionee of changing) the number of shares of Common Stock of the Company which could have been purchased on the exercise of this Option immediately Parent issued and outstanding prior to such consolidationthe Effective Time as a result of a stock split, merger stock dividend, recapitalization or conveyance; and, in any such case, appropriate adjustment (as determined by the Board of Directors) shall be made in the application of the provisions herein set forth similar transaction with respect to the rights outstanding Common Stock of Parent and interests thereafter the record date therefor shall be prior to the date that the Effective Time occurs, the Stock Merger Consideration shall be proportionately adjusted. If, between the date hereof and the Effective Time, Parent shall merge, be acquired or consolidate with, by or into any other corporation and the terms thereof shall provide that Common Stock of the Optionee Parent shall be converted into or exchanged for the shares of any other corporation or entity, then provision shall be made as part of the terms of such transaction so that stockholders of the Company who would be entitled to receive shares of Common Stock of Parent pursuant to this Agreement shall be entitled to receive, in lieu of each share of Common Stock of Parent issuable to such stockholders as provided herein, the end that the provisions set forth herein (including provisions same kind and amount of securities or assets as shall be distributable upon such transaction with respect to changes one share of Common Stock of Parent (provided that nothing herein shall be construed so as to release the acquiring entity in any such transaction from its obligations under this Agreement as the successor to Parent). The Company acknowledges and other adjustments agrees that in connection with the transactions contemplated hereby Parent intends to sell to Xxxxxxx, Dubilier & Rice Fund VI Limited Partnership ("Fund VI") newly-issued shares of Parent for a per share price of not less than $4.00 per Share and to make a rights offering to stockholders of Parent on the same basis, that the record date therefor will be prior to the date on which the Effective Time occurs, and that Eligible Stockholders who elected to receive the Stock Merger Consideration will not be entitled to participate in such rights offering solely as a result of having made such an election. Notwithstanding the foregoing, if the gross proceeds of the sale of Common Stock of Parent to Fund VI and such rights offering exceed (x) $160 million (if Stock Merger Consideration will be paid in respect of a number of Shares equal to the Maximum Stock Election Number), or (y) the sum of $160 million and the Stock Election Value (if the number of Electing Shares is less than the Maximum Election Number), then the number of shares of Parent Common Stock constituting the Optionee is entitled Stock Merger Consideration under Section 1.2 shall be appropriately adjusted to purchase) shall thereafter be applicable, as nearly as possible, in relation to any shares avoid the dilution resulting from such excess sale of Common Stock or other securities or other property thereafter deliverable upon of Parent. As used herein the exercise "Stock Election Value" means the lesser of this Option. Upon any adjustment of (i) $40 million and (ii) $25 multiplied by the positive difference between (x) the Maximum Stock Election Number and (y) the number of Electing Shares. If the purchase price for shares of Common Parent stock in the rights offering contemplated hereby is less than $4.00 per share, the Stock or other securities the Optionee is entitled to purchase, and of any change in Exercise Price, then in each such case the Company shall give written notice thereof to the then registered holder of this Option at the address of such Optionee as shown on the books of the Company, which notice shall state such change and set forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Each such notice Merger Consideration shall be accompanied by a statement of the firm of independent certified public accountants retained to audit the financial statements of the Company to the effect that such firm concurs in the Company's calculation of the changeproportionately adjusted.

Anti-Dilution Provisions. If (a) The number of shares of Option Shares and the exercise price per share pursuant to Schedule 1 hereto shall be subject to adjustment from time to time as provided for in this Section 4(a). Notwithstanding any provision contained herein, the aggregate Option Price for the total number of Option Shares issuable pursuant to the Option shall remain unchanged. In case the Company shall pay at any time change as a whole, by subdivision, combination, acquisition or sale in any manner or by the making of a stock split or stock dividend in shares or by changing the number of its Common Stock, subdivide (split) its outstanding shares of Common StockStock into a different number of shares, combine (reverse spliti) its outstanding shares of Common Stock, issue by reclassification of its shares of Common Stock any shares or other securities of the Company, or distribute to holders of its Common Stock any securities of the Company or of another entity, the number of shares of Common Stock or other securities the Optionee is which Holder shall have been entitled to purchase pursuant to this Agreement shall be increased or decreased in direct proportion to such increase or decrease of shares, as the case may be, and (ii) the Option Price (but not the aggregate Option Price of all such shares) in effect immediately prior thereto to such change shall be adjusted so increased or decreased in inverse proportion to such increase or decrease of shares, as the case may be. In addition, and without limiting the foregoing, it is the parties' intention hereto that the Optionee Option Price respective to the Option Shares shall at all times be entitled equal to receive upon exercise or less than the number of lowest price per share for additional shares of Common Stock hereafter issued at less than fair market value or deemed to be hereafter issued at less than fair market value upon the issuance of any warrants, options or other subscription rights with respect to Common Stock or other securities which it would have owned convertible into Common Stock or would have been entitled to receive after the happening issuance of any warrants, options or any similar rights with respect to such convertible securities (all such shares or instruments of the events described above had this Company being referred to herein collectively as "Securities"). Accordingly, upon any issuance or deemed issuance of Securities at a price per share which is less than the then current fair market value of such Securities and less than the 6 lowest price per share of the Option been exercised immediately prior Shares, the per share price of the Option Shares shall be forthwith reduced to an amount equal to the happening lowest price per share of such event, and the Exercise Price shall be correspondingly adjusted; provided, however, that no adjustment in the number of shares and/or the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such number and/or price; and provided further, however, that any adjustments which by reason of this Section 6 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An adjustment made pursuant to this Section 6 shall become effective immediately after the record date in the case of the stock dividend or other distribution and shall become effective mmediately after the effective date in the case of a subdivision, combination or reclassification. The Optionee shall be entitled to participate in any subscription or other rights offering made to holders of the Company's Common Stock to the extent it would have been entitled had this Option been exercised in the full number of shares as to which this Option remains unexercised immediately prior to the record date for such rights offeringSecurities so issued. If the Company is consolidated shall in any manner grant, issue or merged with sell any Securities whether or into another Company not same or if all the right to convert or substantially all exchange any of its assets same are conveyed to another Companyimmediately exercisable, this Option shall thereafter be exercisable for the purchase of the kind and number of shares of stock or other securities or property, if any, receivable upon such consolidation, merger or conveyance by an Optionee of the number of shares of Common Stock of the Company which could will be deemed to have been purchased on the exercise of this Option immediately prior to such consolidation, merger issued or conveyance; and, in any such case, appropriate adjustment (as determined by the Board of Directors) shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Optionee to the end that the provisions set forth herein (including provisions with respect to changes in and other adjustments of the number of shares of sold Common Stock the Optionee is entitled to purchase) shall thereafter be applicable, as nearly as possible, in relation to any shares of Common Stock or other securities or other property thereafter deliverable upon the exercise of this Option. Upon any adjustment of the number of shares of Common Stock or other securities the Optionee is entitled to purchase, and of any change in Exercise Price, then in each such case the Company shall give written notice thereof to the then registered holder of this Option at the address of such Optionee as shown on the books of the Company, which notice shall state such change and set forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Each such notice shall be accompanied by a statement of the firm of independent certified public accountants retained to audit the financial statements of the Company to the effect that such firm concurs in the Company's calculation of the changeStock.

Anti-Dilution Provisions. If the Company subdivides, consolidates or otherwise changes, reorganizes or reclassifies its Common Shares in any way, declares any stock dividend, or becomes subject to any amalgamation, arrangement, business combination, reorganization or other similar transaction prior to the expiry of the Compensation Options (each such event being a "capital reorganization event"), the Compensation Options shall pay a dividend be similarly subdivided, consolidated, reorganized, reclassified or changed such that the Underwriters receive, on any exercise of the Compensation Options subsequent to the effective date of such capital reorganization event, the same number and type of securities that they would have otherwise received had they fully exercised such Compensation Options (including the Warrants comprising the Optioned Units) prior to each such capital reorganization event. The exercise price shall be adjusted accordingly and notice shall be given to the Underwriters of such adjustment. If the Underwriters disagree with such adjustment the matter shall be determined conclusively by the Company's Auditors at the expense of the Company. The Company shall at all times while the Compensation Options are in shares effect, reserve and keep available out of its authorized but unissued Common StockShares, subdivide (split) its outstanding shares such number of Common StockShares as shall from time to time be required to be issued on each exercise of the Compensation Options (including the Warrants comprising the Optioned Units) and such additional Common Shares as may be issuable as a result of each capital reorganization event). If any Common Shares required to be reserved for purposes of issuance upon any exercise of Compensation Options require, combine (reverse split) its outstanding shares in addition to such compliance with the Canadian Securities Laws as is contemplated by this Agreement, any additional registration with or approval of any authority under the Canadian Securities Laws, or listing on any securities exchange on which the Common Stock, issue by reclassification of its shares of Common Stock any shares Shares or other securities as may be issuable as a result of the Companyany capital reorganization event may then be listed, or distribute to holders of its Common Stock any securities of before they may be issued, the Company or of another entity, the number of shares of Common Stock or other securities the Optionee is entitled to purchase pursuant to this Option immediately prior thereto shall be adjusted so that the Optionee shall be entitled to receive upon exercise the number of shares of Common Stock or other securities which it would have owned or would have been entitled to receive after the happening of any of the events described above had this Option been exercised immediately prior to the happening of such event, and the Exercise Price shall be correspondingly adjusted; provided, however, that no adjustment in the number of shares and/or the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such number and/or price; and provided further, however, that any adjustments which by reason of this Section 6 are not required cause them to be made shall be carried forward duly registered, approved and taken into account in any subsequent adjustment. An adjustment made pursuant to this Section 6 shall become effective immediately after the record date in the case of the stock dividend or other distribution and shall become effective mmediately after the effective date in the case of a subdivision, combination or reclassification. The Optionee shall be entitled to participate in any subscription or other rights offering made to holders of the Company's Common Stock to the extent it would have been entitled had this Option been exercised in the full number of shares as to which this Option remains unexercised immediately prior to the record date for such rights offering. If the Company is consolidated or merged with or into another Company or if all or substantially all of its assets are conveyed to another Company, this Option shall thereafter be exercisable for the purchase of the kind and number of shares of stock or other securities or property, if any, receivable upon such consolidation, merger or conveyance by an Optionee of the number of shares of Common Stock of the Company which could have been purchased on listed forthwith following the exercise of this Option immediately prior to such consolidation, merger or conveyance; and, in any such case, appropriate adjustment (as determined by the Board of Directors) shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Optionee to the end that the provisions set forth herein (including provisions with respect to changes in and other adjustments of the number of shares of Common Stock the Optionee is entitled to purchase) shall thereafter be applicable, as nearly as possible, in relation to any shares of Common Stock or other securities or other property thereafter deliverable upon the exercise of this Option. Upon any adjustment of the number of shares of Common Stock or other securities the Optionee is entitled to purchase, and of any change in Exercise Price, then in each such case the Company shall give written notice thereof to the then registered holder of this Option at the address of such Optionee as shown on the books of the Company, which notice shall state such change and set forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Each such notice shall be accompanied by a statement of the firm of independent certified public accountants retained to audit the financial statements of the Company to the effect that such firm concurs in the Company's calculation of the changeCompensation Options.

Anti-Dilution Provisions. If In case the Company shall pay hereafter (i) declare a dividend in shares of its Common Stock, subdivide (split) or make a distribution on its outstanding shares of Common StockOrdinary Shares in Ordinary Shares, combine (reverse splitii) subdivide or reclassify its outstanding shares Ordinary Shares into a greater number of Common Stockshares, issue by reclassification or (iii) combine or reclassify its outstanding Ordinary Shares into a smaller number of its shares of Common Stock any shares or other securities shares, the Exercise Price in effect at the time of the Company, record date for such dividend or distribute to holders of its Common Stock any securities distribution or of the Company effective date of such subdivision, combination or of another entity, the number of shares of Common Stock or other securities the Optionee is entitled to purchase pursuant to this Option immediately prior thereto reclassification shall be adjusted so that it shall equal the Optionee price determined by multiplying the Exercise Price by a fraction, the denominator of which shall be the number of Ordinary Shares outstanding after giving effect to such action, and the numerator of which shall be the number of Ordinary shares outstanding immediately prior to such action. The number of Ordinary Shares that the Holder shall thereafter, on the exercise hereof, be entitled to receive upon exercise shall be adjusted to a number determined by multiplying the number of Ordinary shares that would otherwise (but for the provisions of Common Stock or other securities this Section (f)) be issuable on such exercise by a fraction of which it would have owned or would have been entitled to receive after (i) the happening of any of the events described above had this Option been exercised immediately prior to the happening of such event, and numerator is the Exercise Price shall that would otherwise (but for the provisions of this Section (f)) be correspondingly adjusted; providedin effect, however, that no adjustment in and (ii) the number of shares and/or denominator is the Exercise Price shall be required unless in effect on the date of such adjustment would require an increase or decrease of at least one percent exercise (1%) in such number and/or price; and provided further, however, that any adjustments which by reason taking into account the provisions of this Section 6 are not required to (f)). Notwithstanding the foregoing, in no event shall the Exercise Price be made shall be carried forward and taken into account in any subsequent adjustmentless than the par value of the Ordinary Shares. An adjustment made Adjustment pursuant to this Section 6 (f) shall become effective immediately after be made successively whenever any event listed above shall occur. In the record date event the Company shall hereafter declare a dividend or make a distribution on its outstanding Ordinary Shares in the case securities of the stock dividend or Company other distribution than Ordinary Shares, then and shall become effective mmediately after the effective date in the case of a subdivision, combination or reclassification. The Optionee each such event provisions shall be entitled to participate in any subscription or other rights offering made to so that the holders of the Company's Common Stock Warrants shall receive upon conversion thereof in addition to the extent it would have been entitled had this Option been exercised in the full number of shares as to which this Option remains unexercised immediately prior to the record date for such rights offering. If the Company is consolidated or merged with or into another Company or if all or substantially all of its assets are conveyed to another Company, this Option shall thereafter be exercisable for the purchase of the kind and number of shares of stock or other securities or property, if any, receivable upon such consolidation, merger or conveyance by an Optionee of the number of shares Ordinary Shares receivable thereupon, the amount of Common Stock securities of the Company which could they would have received had their Warrants been purchased converted into Ordinary Shares on such record date and had thereafter, during the exercise period from the date of such event to and including the Exchange Date, retained such securities (together with any distributions payable thereon during such period) receivable by them as aforesaid during such period, giving application to all adjustments called for during such period under this Option immediately prior to such consolidation, merger or conveyance; and, in any such case, appropriate adjustment Section (as determined by the Board of Directorsf) shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Optionee to the end that the provisions set forth herein (including provisions with respect to changes in and other adjustments holders of the number of shares of Common Stock the Optionee is entitled to purchase) shall thereafter be applicable, as nearly as possible, in relation to any shares of Common Stock or other securities or other property thereafter deliverable upon the exercise of this Option. Upon any adjustment of the number of shares of Common Stock or other securities the Optionee is entitled to purchase, and of any change in Exercise Price, then in each such case the Company shall give written notice thereof to the then registered holder of this Option at the address of such Optionee as shown on the books of the Company, which notice shall state such change and set forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Each such notice shall be accompanied by a statement of the firm of independent certified public accountants retained to audit the financial statements of the Company to the effect that such firm concurs in the Company's calculation of the changeWarrants.

Anti-Dilution Provisions. If (a) In case the Company shall hereafter (i) pay a dividend or make a distribution on its capital stock in shares of its Common Stock, including options and other securities convertible into, or exchangeable for Common Stock, (ii) subdivide (split) its outstanding shares of Common StockStock into a greater number of shares, (iii) combine (reverse split) its outstanding shares of Common Stock, Stock into a smaller number of shares or (iv) issue by reclassification of its shares of Common Stock any shares or other securities of capital stock of the Company, or distribute the Per Share Warrant Price in effect immediately prior to holders of its Common Stock any securities of such action shall be adjusted so that if the Company or of another entity, Holder surrendered this Warrant for exercise immediately thereafter the Holder would be entitled to receive the number of shares of Common Stock or other securities capital stock of the Optionee is entitled to purchase pursuant to this Option immediately prior thereto shall be adjusted so that the Optionee shall be entitled to receive upon exercise the number of shares of Common Stock or other securities Company which it he would have owned or would have been entitled to receive after the happening of any of the events described above immediately following such action had this Option such Warrant been exercised immediately prior to the happening of such event, and the Exercise Price shall be correspondingly adjusted; provided, however, that no adjustment in the number of shares and/or the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such number and/or price; and provided further, however, that any adjustments which by reason of this Section 6 are not required to be made shall be carried forward and taken into account in any subsequent adjustmentthereto. An adjustment made pursuant to this Section 6 subsection (a) shall become effective immediately after the record date in the case of the stock a dividend or other distribution and shall become effective mmediately immediately after the effective date in the case of a subdivision, combination or reclassification. The Optionee If, as a result of an adjustment made pursuant to this subsection (a), the Holder of this Warrant shall be become entitled to participate in any subscription or other rights offering made to holders of the Company's Common Stock to the extent it would have been entitled had this Option been exercised in the full number of shares as to which this Option remains unexercised immediately prior to the record date for such rights offering. If the Company is consolidated or merged with or into another Company or if all or substantially all of its assets are conveyed to another Company, this Option shall thereafter be exercisable for the purchase of the kind and number of receive shares of two or more classes of capital stock or other securities or property, if any, receivable upon such consolidation, merger or conveyance by an Optionee of the number of shares of Common Stock and other capital stock of the Company which could have been purchased on the exercise of this Option immediately prior to such consolidationCompany, merger or conveyance; and, in any such case, appropriate adjustment (as determined by the Board of DirectorsDirectors (whose determination shall be conclusive and shall be described in a written notice to the Holder of this Warrant promptly after such adjustment) shall be made in good faith determine the application allocation of the provisions herein set forth with respect to the rights and interests thereafter adjusted Per Share Warrant Price between or among shares of the Optionee to the end that the provisions set forth herein (including provisions with respect to changes in and other adjustments such classes of the number of capital stock or shares of Common Stock and other capital stock; provided that the Optionee is entitled to purchase) shall thereafter be applicable, as nearly as possible, in relation to any shares of Common Stock or other securities or other property thereafter deliverable upon effect thereof does not materially adversely affect the exercise value of this Option. Upon any adjustment of the number of shares of Common Stock or other securities the Optionee is entitled to purchase, and of any change in Exercise Price, then in each such case the Company shall give written notice thereof to the then registered holder of this Option at the address of such Optionee as shown on the books of the Company, which notice shall state such change and set forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Each such notice shall be accompanied by a statement of the firm of independent certified public accountants retained to audit the financial statements of the Company to the effect that such firm concurs in the Company's calculation of the changeWarrant.

Anti-Dilution Provisions. If The Certificate of Designation provides for anti-dilution adjustments to the Conversion Price for (i) changes to the Common Stock resulting from subdivisions of Common Stock, issuances of dividends payable in Common Stock and combinations of Common Stock, and, (ii) except for certain issuances of Common Stock (or options or convertible securities that are exercisable, convertible or exchangeable for Common Stock), issuances of Common Stock (or options or convertible securities that are exercisable, convertible or exchangeable for Common Stock) for a consideration per share of Common Stock that is less than the then current Conversion Price. The holders of a majority of the then issued and outstanding shares of Preferred Stock (voting together as a single class) shall have the right to waive the occurrence of any such subdivision, dividend, combination or issuance that would otherwise result in an adjustment to the Conversion Price on behalf of all holders of Preferred Stock, in which event no adjustment shall be made to the Conversion Price of any shares of Series A-2 Preferred Stock in respect thereof. In the event the Company shall declare a dividend upon the Common Stock (other than a dividend payable in Common Stock) payable otherwise than out of earnings or earned surplus, then after the conversion of any shares of Series A-2 Preferred Stock the Company shall pay a dividend in to the holder converting such shares of its Series A-2 Preferred Stock an amount equal to the aggregate value of all such dividends to which such holder would have been entitled if such holder had converted the shares of Series A-2 Preferred Stock to Common Stock, subdivide (split) its outstanding shares at the then applicable Conversion Price, prior to the declaration of Common Stock, combine (reverse split) its outstanding shares of Common Stock, issue by such dividends. If any capital reorganization or reclassification of its shares of Common Stock any shares or other securities the capital stock of the Company, or distribute to holders of its Common Stock any securities consolidation or merger of the Company with another corporation or of another other entity, or the number sale of shares of Common Stock or other securities the Optionee is entitled to purchase pursuant to this Option immediately prior thereto shall be adjusted so that the Optionee shall be entitled to receive upon exercise the number of shares of Common Stock or other securities which it would have owned or would have been entitled to receive after the happening of any of the events described above had this Option been exercised immediately prior to the happening of such event, and the Exercise Price shall be correspondingly adjusted; provided, however, that no adjustment in the number of shares and/or the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such number and/or price; and provided further, however, that any adjustments which by reason of this Section 6 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An adjustment made pursuant to this Section 6 shall become effective immediately after the record date in the case of the stock dividend or other distribution and shall become effective mmediately after the effective date in the case of a subdivision, combination or reclassification. The Optionee shall be entitled to participate in any subscription or other rights offering made to holders of the Company's Common Stock to the extent it would have been entitled had this Option been exercised in the full number of shares as to which this Option remains unexercised immediately prior to the record date for such rights offering. If the Company is consolidated or merged with or into another Company or if all or substantially all of its assets are conveyed to another Company, this Option shall thereafter be exercisable for the purchase of the kind and number of shares of stock corporation or other securities entity shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities, cash or propertyother property with respect to or in exchange for Common Stock, if anythen, receivable upon as a condition of such reorganization, reclassification, consolidation, merger or conveyance by an Optionee sale, lawful and adequate provision shall be made whereby the holders of the Series A-2 Preferred Stock shall have the right to acquire and receive upon conversion of the Series A-2 Preferred Stock, which right shall be prior to the rights of the holders of Junior Stock, such shares of stock, securities, cash or other property issuable or payable (as part of the reorganization, reclassification, consolidation, merger or sale) with respect to or in exchange for such number of outstanding shares of Common Stock as would have been received upon conversion of the Series A-2 Preferred Stock at the Conversion Price then in effect. If the Company which could have been purchased on the exercise of this Option immediately prior issues any options, convertible securities or other rights to such consolidation, merger or conveyance; and, in any such case, appropriate adjustment (as determined by the Board of Directors) shall be made in the application of the provisions herein set forth with respect purchase property pro rata to the rights holders of Common Stock and interests thereafter of the Optionee such issuance does not result in an adjustment to the end that Conversion Price, then the provisions set forth herein (including provisions with respect holders of Series A-2 Preferred Stock are entitled to changes in and acquire such options, convertible securities or other adjustments of rights to purchase property as if such holders held the number of shares of Common Stock underlying the Optionee is entitled to purchase) shall thereafter be applicable, as nearly as possible, in relation to any shares of Common Series A-2 Preferred Stock or other securities or other property thereafter deliverable upon the exercise of this Option. Upon any adjustment of the number of shares of Common Stock or other securities the Optionee is entitled to purchase, and of any change in Exercise Price, then in each such case the Company shall give written notice thereof to the then registered holder of this Option at the address time of such Optionee as shown on the books of the Company, which notice shall state such change and set forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Each such notice shall be accompanied by a statement of the firm of independent certified public accountants retained to audit the financial statements of the Company to the effect that such firm concurs in the Company's calculation of the changeissuance.

Anti-Dilution Provisions. If The Exercise Price set forth above shall be subject to adjustment from time to time as hereinafter provided. For purposes of this paragraph 4, the term "Capital Stock" as used herein includes the Company's Common Stock and shall also include any capital stock of any class of the Company hereafter authorized which shall pay not be limited to a dividend fixed sum or percentage in respect of the rights of the holders thereof to participate in dividends and in the distribution of assets upon the voluntary or involuntary liquidation, dissolution or winding up of the Company; provided that the shares of its purchasable pursuant to this Stock Warrant shall include only Common Stock. Upon each adjustment of the Exercise Price, subdivide (split) its outstanding shares this Stock Warrant shall thereafter represent the right to purchase, at the Exercise Price resulting from such adjustment, the largest number of Common Stock, combine (reverse split) its outstanding shares of Common Stock, issue by reclassification of its shares of Common Stock any shares or other securities of obtained by multiplying the Company, or distribute Exercise Price in effect immediately prior to holders of its Common Stock any securities of the Company or of another entity, such adjustment by the number of shares of Common Stock or other securities the Optionee is entitled to purchase pursuant to this Option purchasable thereunder immediately prior thereto to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. In case the Company, at any time, shall be adjusted so that a party to any Transaction, each holder hereof, upon the Optionee exercise hereof at any time on or after the Consummation Date shall be entitled to receive receive, and this Stock Warrant shall thereafter represent the right to receive, in lieu of the Common Stock issuable upon exercise prior to the number Consummation Date, the kind and amount of shares of Common Stock securities or other securities property (including cash) which it would have owned or would have been entitled to receive after the happening of any of the events described above such Transaction had this Option Stock Warrant been exercised immediately prior to such Transaction. Notwithstanding anything contained herein to the happening contrary, the Company shall not effect any Transaction unless prior to the consummation thereof each corporation or entity (other than the Company) which may be required to deliver any securities or other property upon the exercise of Stock Warrants, the surrender of Stock Warrants or the satisfaction of exercise rights as provided herein, shall assume, by written instrument delivered to each holder of Stock Warrants, the obligation to deliver to such holder such securities or other property to which, in accordance with the foregoing provisions, such holder may be entitled, and such corporation or entity shall have similarly delivered to each holder of Stock Warrants an opinion of counsel for such corporation or entity, satisfactory to each holder of Stock Warrants, which opinion shall state that all the outstanding Stock Warrants, including, without limitation, the exercise provisions applicable thereto, if any, shall thereafter continue in full force and effect and shall be enforceable against such corporation or entity in accordance with the terms hereof and thereof and, together with such other matters as such holders may reasonably request. In case the Company shall (i) pay a dividend in shares of Capital Stock or securities convertible into Capital Stock or make a distribution to all holders of shares of Capital Stock in shares of Capital Stock or securities convertible into Capital Stock, (ii) subdivide its outstanding shares of Capital Stock, (iii) combine its outstanding shares of Capital Stock into a smaller number of shares of Capital Stock or (iv) issue by reclassification of its shares of Capital Stock other securities of the Corporation, the Exercise Price shall be adjusted (to the nearest cent) by multiplying the Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of shares of Capital Stock outstanding immediately prior to the occurrence of such event, and of which the Exercise Price denominator shall be correspondingly adjusted; provided, however, that no adjustment in the number of shares and/or the Exercise Price shall be required unless such adjustment would require of Capital Stock outstanding (including any convertible securities issued pursuant to clause (i) or (iv) above on an increase or decrease of at least one percent (1%as converted basis) in such number and/or price; and provided further, however, that any adjustments which by reason of this Section 6 are not required to be made shall be carried forward and taken into account in any subsequent adjustmentimmediately thereafter. An adjustment made pursuant to this Section 6 the foregoing sentence shall become effective immediately after the record date in the case of the stock dividend or other distribution and shall become effective mmediately after the effective date in the case of a subdivision, combination or reclassification. The Optionee shall be entitled to participate in any subscription or other rights offering made to holders of the Company's Common Stock to the extent it would have been entitled had this Option been exercised in the full number of shares as to which this Option remains unexercised immediately prior such event retroactive to the record date for such rights offering. If the Company is consolidated or merged with or into another Company or if all or substantially all of its assets are conveyed to another Company, this Option shall thereafter be exercisable for the purchase of the kind and number of shares of stock or other securities or propertydate, if any, receivable upon for such consolidation, merger or conveyance by an Optionee of the number of shares of Common Stock of the Company which could have been purchased on the exercise of this Option immediately prior to such consolidation, merger or conveyance; and, in any such case, appropriate adjustment (as determined by the Board of Directors) shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Optionee to the end that the provisions set forth herein (including provisions with respect to changes in and other adjustments of the number of shares of Common Stock the Optionee is entitled to purchase) shall thereafter be applicable, as nearly as possible, in relation to any shares of Common Stock or other securities or other property thereafter deliverable upon the exercise of this Option. Upon any adjustment of the number of shares of Common Stock or other securities the Optionee is entitled to purchase, and of any change in Exercise Price, then in each such case the Company shall give written notice thereof to the then registered holder of this Option at the address of such Optionee as shown on the books of the Company, which notice shall state such change and set forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Each such notice shall be accompanied by a statement of the firm of independent certified public accountants retained to audit the financial statements of the Company to the effect that such firm concurs in the Company's calculation of the changeevent.

Anti-Dilution Provisions. If the Company Corporation shall pay a dividend in shares of its Common Class A Stock, subdivide (split) its outstanding shares Shares of Common Stock, combine (reverse split) its outstanding shares of Common Class A Stock, issue by reclassification of its shares of Common Class A Stock any shares or other securities of the CompanyCorporation, or distribute to holders of its Common Class A Stock any securities of the Company Corporation or of another entity, the number of shares of Common Class A Stock or other securities the Optionee holder hereof is entitled to purchase pursuant to this Option Warrant immediately prior thereto shall be adjusted so that the Optionee holder shall be entitled to receive upon exercise the number of shares of Common Class A Stock or other securities which it he or she would have owned or would have been entitled to receive after the happening of any of the events described above had this Option Warrant been exercised immediately prior to the happening of such event, and the Exercise Price exercise price shall be correspondingly adjusted; provided, provided however, that no adjustment in the number of shares and/or the Exercise Price exercise price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) 1 % in such number and/or price; and provided further, however, that any adjustments which by reason of this Section 6 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An adjustment made pursuant to this Section 6 shall become effective immediately after the record date in the case of the stock dividend or other distribution and shall become effective mmediately immediately after the effective date in the case of a subdivision, combination or reclassification. The Optionee holder of this Warrant shall be entitled to participate in any subscription or other rights offering made to holders of shareholders as though the Company's Common Stock to the extent it would have been entitled holder had this Option been exercised in purchased the full number of shares as to which this Option Warrant remains unexercised immediately prior to the record date for such rights offering. If the Company Corporation is consolidated or merged with or into another Company corporation or if all or substantially all of its assets are conveyed to another Company, corporation. this Option Warrant shall be thereafter be exercisable for the purchase of the kind and number of shares of stock or other securities or property, if any, receivable upon such consolidation, merger or conveyance by an Optionee a holder of the number of shares of Common Class A Stock of the Company Corporation which could have been purchased on the exercise of this Option Warrant immediately prior to such consolidation, merger or conveyance; and, and in any such case, . appropriate adjustment (as determined by the Corporation's Board of Directors) shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Optionee holder of this Warrant to the end that the provisions set forth herein (including provisions with respect to changes in and other adjustments of the number of shares of Common Class A Stock the Optionee holder of this Warrant is entitled to purchase) shall thereafter be applicable, as nearly as possible, in relation to any shares of Common Class A Stock or other securities or other property thereafter deliverable upon on the exercise of this OptionWarrant. Upon any adjustment of the number of shares of Common Class A Stock or other securities of the Optionee holder of this Warrant is entitled to purchase, and of any change in Exercise Pricethe exercise price per share, then in each such case the Company Corporation shall give written notice thereof to the then registered holder of this Option Warrant at the address of such Optionee holder as shown on the books of the CompanyCorporation, which notice shall state such change and set forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Each such notice shall be accompanied by a statement of the firm of independent certified public accountants retained to audit the financial statements of the Company Corporation to the effect that such firm concurs in the CompanyCorporation's calculation of the change.

Anti-Dilution Provisions. If In case the Company shall pay shall, while this Warrant remains in effect, (i) declare a dividend or make a distribution on its Common Stock payable in shares of its Common Stock, subdivide capital stock (split) its outstanding shares of Common Stock, combine (reverse split) its outstanding shares of Common Stock, issue by reclassification of its shares of Common Stock any shares or other securities of the Company, or distribute to holders of its Common Stock any securities of the Company or of another entity, the number of whether shares of Common Stock or of capital stock of any other securities class), (ii) subdivide shares of its Common Stock into a greater number of shares, (iii) combine its outstanding Common Stock into a smaller number of shares, or (iv) issue any shares of its capital stock by reclassification of its Common Stock (including any such reclassification in connection with a consolidation or merger in which the Optionee Company is entitled to purchase pursuant to this Option immediately prior thereto shall be adjusted so that the Optionee continuing corporation), the Holder shall be entitled to receive upon exercise purchase the aggregate number and kind of shares of Common Stock or other securities which it would have owned or would have been entitled to receive after which, if the happening of any of the events described above Warrant had this Option been exercised immediately prior to the happening of such event, the Holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, distribution, subdivision, combination or reclassification; and the Exercise Price shall automatically be correspondingly adjusted; providedadjusted immediately after the record date, howeverin the case of a dividend or distribution, that no or the effective date, in the case of a subdivision, combination or reclassification, to allow the purchase of such aggregate number and kind of shares. Such adjustments shall be made successively whenever any event listed above shall occur. No adjustment pursuant to this Section 7 in the number of shares and/or the Exercise Price Warrant Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such number and/or pricewhole share; and provided furtherprovided, however, that any adjustments which by reason of this Section 6 sentence are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An All calculations under this Section 7 shall be made to the nearest share. In the event that at any time, as a result of an adjustment made pursuant to this Section 6 7, the Holder shall become effective immediately after the record date in the case entitled to receive any shares of the capital stock dividend or other distribution and shall become effective mmediately after the effective date in the case of a subdivision, combination or reclassification. The Optionee shall be entitled to participate in any subscription or other rights offering made to holders of the Company's Company other than Common Stock to the extent it would have been entitled had this Option been exercised in the full number of shares as to which this Option remains unexercised immediately prior to the record date for such rights offering. If the Company is consolidated or merged with or into another Company or if all or substantially all of its assets are conveyed to another CompanyStock, this Option shall thereafter be exercisable for the purchase of the kind and number of shares of stock or other securities or property, if any, receivable upon such consolidation, merger or conveyance by an Optionee of the number of such other shares of Common Stock of the Company which could have been purchased on the so receivable upon exercise of this Option immediately prior to such consolidation, merger or conveyance; and, in any such case, appropriate adjustment (as determined by the Board of Directors) Warrant shall be made subject to adjustment from time to time in the application of a manner and on terms as nearly equivalent as practicable to the provisions herein set forth with respect to the rights Common Stock contained in this Section 7, and interests thereafter of the Optionee to the end that the provisions set forth herein (including provisions of this Warrant with respect to changes in and other adjustments of the number of shares of Common Stock the Optionee is entitled to purchase) shall thereafter be applicable, as nearly as possible, in relation apply on like terms to any shares of Common Stock or such other securities or other property thereafter deliverable upon the exercise of this Option. Upon any adjustment of the number of shares of Common Stock or other securities the Optionee is entitled to purchase, and of any change in Exercise Price, then in each such case the Company shall give written notice thereof to the then registered holder of this Option at the address of such Optionee as shown on the books of the Company, which notice shall state such change and set forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Each such notice shall be accompanied by a statement of the firm of independent certified public accountants retained to audit the financial statements of the Company to the effect that such firm concurs in the Company's calculation of the changeshares.

Anti-Dilution Provisions. If In case the Company shall pay hereafter (i) declare a dividend in shares of its Common Stock, subdivide (split) or make a distribution on its outstanding Common Stock in shares of Common Stock, combine (reverse splitii) subdivide or reclassify its outstanding shares of Common Stock, issue by reclassification of its shares of Common Stock any shares into a greater number of shares, or other securities (iii) combine or reclassify its outstanding Common Stock into a smaller number of shares, the Exercise Price in effect at the time of the Company, record date for such dividend or distribute to holders of its Common Stock any securities distribution or of the Company effective date of such subdivision, combination or reclassification shall be adjusted so that it shall equal the price determined by multiplying the Exercise Price by a fraction, the denominator of another entity, which shall be the number of shares of Common Stock or other securities outstanding after giving effect to such action, and the Optionee is entitled to purchase pursuant to this Option immediately prior thereto numerator of which shall be adjusted so that the Optionee shall be entitled to receive upon exercise the number of shares of Common Stock or other securities which it would have owned or would have been entitled to receive after the happening of any of the events described above had this Option been exercised outstanding immediately prior to the happening of such event, and the Exercise Price shall be correspondingly adjusted; provided, however, that no adjustment in the number of shares and/or the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such number and/or price; and provided further, however, that any adjustments which by reason of this Section 6 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An adjustment made pursuant to this Section 6 shall become effective immediately after the record date in the case of the stock dividend or other distribution and shall become effective mmediately after the effective date in the case of a subdivision, combination or reclassificationaction. The Optionee shall be entitled to participate in any subscription or other rights offering made to holders of the Company's Common Stock to the extent it would have been entitled had this Option been exercised in the full number of shares as to which this Option remains unexercised immediately prior to the record date for such rights offering. If the Company is consolidated or merged with or into another Company or if all or substantially all of its assets are conveyed to another Company, this Option shall thereafter be exercisable for the purchase of the kind and number of shares of stock or other securities or propertyCommon Stock that the Holder shall thereafter, if anyon the exercise hereof, receivable upon such consolidation, merger or conveyance be entitled to receive shall be adjusted to a number determined by an Optionee of multiplying the number of shares of Common Stock that would otherwise (but for the provisions of this Section (h)) be issuable on such exercise by a fraction of which (i) the numerator is the Exercise Price that would otherwise (but for the provisions of this Section (h)) be in effect, and (ii) the denominator is the Exercise Price in effect on the date of such exercise (taking into account the provisions of this Section (h)). Notwithstanding the foregoing, in no event shall the Exercise Price be less than the par value of the Common Stock. Adjustment pursuant to this Section shall be made successively whenever any event listed above shall occur. In the event the Company shall hereafter declare a dividend or make a distribution on its outstanding Common Stock in securities of the Company which could have been purchased on the exercise other than shares of this Option immediately prior to Common Stock, then and in each such consolidation, merger or conveyance; and, in any such case, appropriate adjustment (as determined by the Board of Directors) event provisions shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Optionee to the end so that the provisions set forth herein (including provisions with respect holders of Warrants shall receive upon conversion thereof in addition to changes in and other adjustments of the number of shares of Common Stock receivable thereupon, the Optionee is entitled to purchase) shall thereafter be applicable, as nearly as possible, in relation to any shares amount of Common Stock or other securities or other property thereafter deliverable upon the exercise of this Option. Upon any adjustment of the number of shares of Common Stock or other securities the Optionee is entitled to purchase, and of any change in Exercise Price, then in each such case the Company shall give written notice thereof to the then registered holder of this Option at the address of such Optionee as shown on the books of the Company, which notice shall state such change and set forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Each such notice shall be accompanied by a statement of the firm of independent certified public accountants retained to audit the financial statements of the Company which they would have received had their Warrants been converted into Common Stock on such record date and had thereafter, during the period from the date of such event to and including the Exchange Date, retained such securities (together with any distributions payable thereon during such period) receivable by them as aforesaid during such period, giving application to all adjustments called for during such period under this Section (h) with respect to the effect that such firm concurs in the Company's calculation rights of the changeholders of the Warrants.

Anti-Dilution Provisions. If The Exercise Price in effect at any time, and the number and kind of securities purchasable upon the exercise of the Warrants shall be subject to adjustment from time to time upon the happening of certain events as follows: In case the Company shall pay hereafter (i) declare a dividend in shares of its Common Stock, subdivide (split) or make a distribution on its outstanding shares of Common Stock in shares of Common Stock, combine (reverse splitii) subdivide or reclassify its outstanding shares of Common StockStock into a greater number of shares, issue by reclassification of or (iii) combine or reclassify its outstanding shares of Common Stock any shares or other securities into a smaller number of shares, the Exercise Price in effect at the time of the Company, record date for such dividend or distribute to holders of its Common Stock any securities distribution or of the Company effective date of such subdivision, combination or reclassification shall be adjusted so that it shall equal the price determined by multiplying the Exercise Price by a fraction, the denominator of another entity, which shall be the number of shares of Common Stock or other securities outstanding after giving effect to such action, and the Optionee is entitled to purchase pursuant to this Option immediately prior thereto numerator of which shall be adjusted so that the Optionee shall be entitled to receive upon exercise the number of shares of Common Stock or other securities which it would have owned or would have been entitled to receive after the happening of any of the events described above had this Option been exercised outstanding immediately prior to the happening of such event, and action. Such adjustment shall be made successively whenever any event listed above shall occur. Whenever the Exercise Price shall be correspondingly adjusted; providedpayable upon exercise of each Warrant is adjusted pursuant to Subsection (a) above, however, that no adjustment in the number of shares and/or Warrant Shares purchasable upon exercise of this Warrant shall simultaneously be adjusted by multiplying the number of Warrant Shares initially issuable upon exercise by the Exercise Price in effect on the date hereof and dividing the product so obtained by the Exercise Price, as adjusted. No adjustment in the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least one-tenth of one percent cent (1%$0.001) in such number and/or price; and provided furtherprovided, however, that any adjustments which by reason of this Section 6 Subsection (c) are not required to be made shall be carried forward and taken into account in any subsequent adjustmentadjustment required to be made hereunder. An adjustment made pursuant to All calculations under this Section 6 shall become effective immediately after be made to the record date nearest cent or to the nearest one-hundredth of a share, as the case may be. 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 case of the stock Exercise Price, in addition to those required by this Section 6, as it shall determine, in its sole discretion, to be advisable in order that any dividend or other distribution and shall become effective mmediately after the effective date in the case of a subdivision, combination or reclassification. The Optionee shall be entitled to participate in any subscription or other rights offering made to holders of the Company's Common Stock to the extent it would have been entitled had this Option been exercised in the full number of shares as to which this Option remains unexercised immediately prior to the record date for such rights offering. If the Company is consolidated or merged with or into another Company or if all or substantially all of its assets are conveyed to another Company, this Option shall thereafter be exercisable for the purchase of the kind and number of shares of stock or other securities or property, if any, receivable upon such consolidation, merger or conveyance by an Optionee of the number of shares of Common Stock Stock, or any subdivision, reclassification or combination of Common Stock, hereafter made by the Company which could have been purchased on the exercise of this Option immediately prior to such consolidation, merger or conveyance; and, shall not result in any such case, appropriate adjustment (as determined by the Board of Directors) shall be made in the application of the provisions herein set forth with respect Federal income tax liability to the rights and interests thereafter of the Optionee to the end that the provisions set forth herein (including provisions with respect to changes in and other adjustments of the number of shares of Common Stock the Optionee is entitled to purchase) shall thereafter be applicable, as nearly as possible, in relation to any shares holders of Common Stock or other securities or other property thereafter deliverable upon the exercise convertible into Common Stock (including Warrants). The form of this Option. Upon Warrant need not be changed because of any adjustment of in the number of shares of Common Stock Exercise Price or other securities the Optionee is entitled Warrant Shares subject to purchase, and of any change in Exercise Price, then in each such case the Company shall give written notice thereof to the then registered holder of this Option at the address of such Optionee as shown on the books of the Company, which notice shall state such change and set forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Each such notice shall be accompanied by a statement of the firm of independent certified public accountants retained to audit the financial statements of the Company to the effect that such firm concurs in the Company's calculation of the changeWarrant.

Anti-Dilution Provisions. If and to the Company shall pay a dividend in shares extent that the number of its Common Stock, subdivide (split) its outstanding shares of Common Stock, combine (reverse split) its outstanding shares of Common Stock, issue by reclassification of its issued shares of Common Stock any shares or other securities of the Company, or distribute to holders of its Common Stock any securities of the Company shall be increased or reduced by change in par value, split up, stock split, reclassification, distribution of another entitya dividend payable in stock, or the like, the number of shares subject to this Warrant and the Warrant Price shall be proportionately adjusted so that the Holder, upon exercise hereof shall be entitled to receive the number of shares of Common Stock which the Holder would have owned immediately following such action had this Warrant been exercised immediately prior thereto. In case of any reorganization or any consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or in case of any sale or conveyance to another entity of the property of the Company as an entirety or substantially as an entirety, or in the case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Company), the Holder of this Warrant shall have the right thereafter to receive on the exercise of this Warrant the kind and amount of securities, cash or other property which he would have owned or have been entitled to receive immediately after such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Section 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Section 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the Optionee is entitled exercise of this Warrant. The above provisions of this Section 3 shall similarly apply to purchase pursuant successive reorganizations, consolidations, mergers, statutory exchanges, sales or conveyances. The issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant shall be responsible for all of the agreements and obligations of the Company hereunder. In case the Company shall sell any shares of Common Stock for a consideration per share less than the then-current Warrant Price, the Warrant Price in effect immediately prior to this Option such sale shall be changed to a price (including any applicable fraction of a cent) determined by multiplying the Warrant Price in effect immediately prior thereto by a fraction, the numerator of which shall be adjusted so that the Optionee shall be entitled to receive upon exercise sum of the number of shares of Common Stock or other securities which it would have owned or would have been entitled to receive after the happening of any of the events described above had this Option been exercised outstanding immediately prior to the happening issuance of such event, additional shares and the Exercise number of shares of Common Stock which the aggregate consideration received for the issuance of such additional shares would purchase at the Warrant Price in effect immediately prior to such sale and the denominator of which shall be correspondingly adjustedthe number of shares of Common Stock outstanding immediately after the issuance of such additional shares; provided, however, that no such adjustment shall be made upon (i) the exercise of any options, warrants or other rights to acquire Common Stock outstanding on the date of issuance of this Warrant or (ii) the exercise of any options, warrants or other rights to acquire Common Stock granted pursuant to any employee benefit plan of the Company, whether such plan is in effect on the date of issuance of this Warrant or thereafter adopted. No adjustment in the number of shares and/or the Exercise Warrant Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such number and/or price$0.05 per share of Common Stock; and provided furtherprovided, however, that any adjustments which by reason of this Section 6 paragraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An adjustment made pursuant to All calculations under this Section 6 3 shall become effective immediately after be made to the record date in nearest cent or to the nearest 1/100th of a share, as the case of the stock dividend or other distribution and shall become effective mmediately after the effective date in the case of a subdivision, combination or reclassificationmay be. The Optionee Company shall be entitled to participate in any subscription or other rights offering made to holders of the Company's Common Stock to the extent it would have been entitled had this Option been exercised in the full number of shares as to which this Option remains unexercised immediately prior to the record date for such rights offering. If the Company is consolidated or merged with or into another Company or if all or substantially all of its assets are conveyed to another Company, this Option shall thereafter be exercisable for the purchase of the kind and number of shares of stock or other securities or property, if any, receivable upon such consolidation, merger or conveyance by an Optionee of the number of not issue fractional shares of Common Stock of the Company which could have been purchased on the upon exercise of this Option immediately prior to such consolidation, merger or conveyance; and, in Warrant. Upon the happening of any such case, appropriate event requiring an adjustment (as determined by the Board of Directors) shall be made in the application of the provisions herein set forth with respect Warrant Price, the Company shall forthwith give written notice thereto to the rights Holder of this Warrant stating the adjusted Warrant Price and interests thereafter of the Optionee to the end that the provisions set forth herein (including provisions with respect to changes in and other adjustments of the adjusted number of shares of Common Stock the Optionee is entitled to purchase) shall thereafter be applicable, as nearly as possible, in relation to any shares of Common Stock or other securities or other property thereafter deliverable purchasable upon the exercise of this Option. Upon any adjustment of the number of shares of Common Stock or other securities the Optionee is entitled to purchase, hereof resulting from such event and of any change in Exercise Price, then in each such case the Company shall give written notice thereof to the then registered holder of this Option at the address of such Optionee as shown on the books of the Company, which notice shall state such change and set setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Each such notice shall be accompanied by a statement of the firm of independent certified public accountants retained to audit the financial statements of the Company to the effect that such firm concurs in the Company's calculation of the change.

Anti-Dilution Provisions. If the Company shall pay a dividend in shares of its Common Stock, subdivide (split) its outstanding shares of Common Stock, combine (reverse split) its outstanding shares of Common Stock, issue by reclassification of its shares of Common Stock any shares or other securities of the Company, or distribute to holders of its Common Stock any securities of the Company or of another entity, the number of shares of Common Stock or other securities the Optionee is entitled to purchase pursuant to this Option immediately prior thereto shall be adjusted so that the Optionee shall be entitled to receive upon exercise the number of shares of Common Stock or other securities which it would have owned or would have been entitled to receive after the happening of any of the events described above had this Option been exercised immediately prior to the happening of such event, and the Exercise Price shall be correspondingly adjusted; provided, however, that no adjustment in the number of shares and/or the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such number and/or price; and provided further, however, that any adjustments which by reason of this Section 6 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An adjustment made pursuant to this Section 6 shall become effective immediately after the record date in the case of the stock dividend or other distribution and shall become effective mmediately immediately after the effective date in the case of a subdivision, combination or reclassification. The Optionee shall be entitled to participate in any subscription or other rights offering made to holders of the Company's Common Stock to the extent it would have been entitled had this Option been exercised in the full number of shares as to which this Option remains unexercised immediately prior to the record date for such rights offering. If the Company is consolidated or merged with or into another Company or if all or substantially all of its assets are conveyed to another Company, this Option shall thereafter be exercisable for the purchase of the kind and number of shares of stock or other securities or property, if any, receivable upon such consolidation, merger or conveyance by an Optionee of the number of shares of Common Stock of the Company which could have been purchased on the exercise of this Option immediately prior to such consolidation, merger or conveyance; and, in any such case, appropriate adjustment (as determined by the Board of Directors) shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Optionee to the end that the provisions set forth herein (including provisions with respect to changes in and other adjustments of the number of shares of Common Stock the Optionee is entitled to purchase) shall thereafter be applicable, as nearly as possible, in relation to any shares of Common Stock or other securities or other property thereafter deliverable upon the exercise of this Option. Upon any adjustment of the number of shares of Common Stock or other securities the Optionee is entitled to purchase, and of any change in Exercise Price, then in each such case the Company shall give written notice thereof to the then registered holder of this Option at the address of such Optionee as shown on the books of the Company, which notice shall state such change and set forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Each such notice shall be accompanied by a statement of the firm of independent certified public accountants retained to audit the financial statements of the Company to the effect that such firm concurs in the Company's calculation of the change.

Anti-Dilution Provisions. If In the Company shall pay a dividend in shares of its Common Stock, subdivide (split) its outstanding shares of Common Stock, combine (reverse split) its outstanding shares of Common Stock, issue by reclassification of its shares of Common Stock any shares event Sapient or other securities of WebMD changes the Company, or distribute to holders of its Common Stock any securities of the Company or of another entity, the ------------------------ number of shares of Common Sapient Capital Stock or WebMD Series B Preferred Stock, respectively, issued and outstanding prior to the Effective Time as a result of a stock split, stock dividend, combination of shares or similar recapitalization with respect to such stock (an "Anti-Dilution Event") and the record date therefor (in the case of a stock dividend) or the effective date thereof (in the case of a stock split or similar recapitalization for which a record date is not established) shall be prior to the Effective Time, the applicable Exchange Ratios shall be proportionately adjusted to insure that holders of Sapient Capital Stock shall receive WebMD Series B Preferred Stock having the same value as they would have received prior to the Anti-Dilution Event. In addition, for the purposes of Section 3.1, the Series B Price shall be equal to $20.00; provided, however, if prior to the earlier of the Effective Time or the completion of a transaction or series of transactions involving the offering of any equity securities (or securities exercisable or convertible into equity securities) for cash in which WebMD raises proceeds of at least $4,000,000 at a price per share equal to $20.00 (appropriately adjusted for an Anti-Dilution Event), WebMD offers and sells any equity securities (or securities exercisable or convertible into equity securities of WebMD) in a transaction or series of transactions at a purchase price per share less than $20.00 per share (appropriately adjusted for an Anti-Dilution Event) (a "Dilutive Financing") then the price per share of WebMD Series B Price shall be equal to the higher of $15.00 or such per share sales price. For purposes of the preceding sentence, no adjustment of the Series B Price shall be made as a result of the offer, sale and issuance of the following: (i) any shares of WebMD capital stock upon the conversion of any shares of the WebMD Series B Preferred Stock; (ii) securities of WebMD offered to the public pursuant to an effective registration statement under the 1933 Act; (iii) any of WebMD's securities pursuant to the acquisition by WebMD of any product, technology, know-how or another corporation by merger, purchase of all or substantially all of the assets, or any other securities reorganization whereby WebMD owns over 50% of the Optionee is entitled voting power of such corporation; (iv) any shares of WebMD capital stock issued at any time following the date hereof pursuant to options, warrants or other rights granted either before or after the date hereof to purchase pursuant to this Option immediately prior thereto shall be adjusted so that the Optionee shall be entitled to receive upon exercise such securities, less the number of any such options, warrants or rights that are repurchased by WebMD, are canceled or expire, in each case in favor of employees, officers, directors or consultants to WebMD or any of its subsidiaries, pursuant to a stock option plan or agreement approved by the Board of Directors of WebMD, provided, however, that such stock options thereunder, if granted after the date hereof are granted at a conversion or exercise price that the Board of Directors determines in good faith is not less than the fair market value of the securities into which they are exercisable as of the date of grant and (v) any shares of Common Stock WebMD capital stock issued pursuant to the exchange, conversion or exercise of any WebMD security or other securities which it would have owned right currently outstanding or would have been entitled in effect. In the event the Series B Price is to receive after be adjusted hereunder, the happening of any determination of the events described above had this Option been exercised immediately prior to the happening of such event, and the Exercise Series B Price shall be correspondingly adjustedmutually agreed upon by WebMD and Sapient; provided, however, that no adjustment in if WebMD and Sapient cannot agree on the number of shares and/or the Exercise Series B Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such number and/or price; and provided further, however, that any adjustments which by reason of this Section 6 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An adjustment made pursuant to this Section 6 shall become effective immediately after the record date in the case within 2 business days of the stock dividend Dilutive Financing, Sapient and WebMD shall select a mutually agreeable nationally recognized investment bank or other distribution and shall become effective mmediately after accounting firm to determine the effective date Series B Price in the case of a subdivision, combination or reclassification. The Optionee shall be entitled to participate in any subscription or other rights offering made to holders of the Company's Common Stock to the extent it would have been entitled had this Option been exercised in the full number of shares as to which this Option remains unexercised immediately prior to the record date for such rights offering. If the Company is consolidated or merged with or into another Company or if all or substantially all of its assets are conveyed to another Company, this Option shall thereafter be exercisable for the purchase of the kind and number of shares of stock or other securities or property, if any, receivable upon such consolidation, merger or conveyance by an Optionee of the number of shares of Common Stock of the Company which could have been purchased on the exercise of this Option immediately prior to such consolidation, merger or conveyance; and, in any such case, appropriate adjustment (as determined by the Board of Directors) shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Optionee to the end that the provisions set forth herein (including provisions with respect to changes in and other adjustments of the number of shares of Common Stock the Optionee is entitled to purchase) shall thereafter be applicable, as nearly as possible, in relation to any shares of Common Stock or other securities or other property thereafter deliverable upon the exercise of this Option. Upon any adjustment of the number of shares of Common Stock or other securities the Optionee is entitled to purchase, and of any change in Exercise Price, then in each such case the Company shall give written notice thereof to the then registered holder of this Option at the address of such Optionee as shown on the books of the Company, which notice shall state such change and set forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Each such notice shall be accompanied by a statement of the firm of independent certified public accountants retained to audit the financial statements of the Company to the effect that such firm concurs in the Company's calculation of the changeaccordance herewith.

Anti-Dilution Provisions. If In case the Company shall pay at any time after the date hereof (i) declare a dividend or make a distribution on Common Stock payable in Common Stock or other shares of the Company's capital stock, (ii) subdivide, split or reclassify the outstanding Common Stock into a larger number of shares, (iii) combine or reclassify the outstanding Common Stock into a smaller number of shares, or (iv) issue any shares of its capital stock in a reclassification of Common StockStock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), subdivide then in each such case the Warrant Share Amount shall be adjusted to equal the number of shares to which the holder of this Warrant would have been entitled upon the occurrence of such event if this Warrant had been exercised immediately prior to such time. Such adjustment shall be made successively whenever any event listed above shall occur. In case the Company shall fix a record date for the making of a distribution to holders of Common Stock (splitincluding any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) its outstanding shares of evidences of indebtedness, assets or other property (excluding cash dividends, other cash distributions from current or retained earnings or dividends payable in Common Stock for which an adjustment has been made pursuant to Section 10.A), the Warrant Share Amount to be in effect after such record date shall be determined by multiplying the Warrant Share Amount in effect immediately prior to such record date by a fraction, the numerator of which shall be the Current Market Price Per Common Share, and the denominator of which shall be such Current Market Price Per Common Share on such record date, less the fair market value (determined by the Board of Directors of the Company; provided that if the Holder shall object to any such determination, the Board of Directors shall retain an independent appraiser reasonably satisfactory to the Holder to determine such fair marker value) of the portion of the assets, other property or evidence of indebtedness so to be distributed which is applicable to one share of Common Stock. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, combine (reverse split) its outstanding shares the Warrant Share Amount shall again be adjusted to be the Warrant Share Amount which would then be in effect if such record date had not been fixed. If as a result of Common Stockany event or for any other reason, issue by reclassification of its shares of Common Stock any shares or other securities of the Company, or distribute to holders of its Common Stock any securities of the Company or of another entity, adjustment is made which increases the number of shares of Common Stock issuable upon conversion, exercise or other exchange of, or in the conversion or exercise price or exchange ratio applicable to, any outstanding securities the Optionee is entitled to purchase pursuant to this Option immediately prior thereto shall be adjusted so that the Optionee shall be entitled to receive upon exercise the number of shares of Common Stock or other securities which it would have owned or would have been entitled to receive after the happening of any of the events described above had this Option been exercised immediately prior to the happening of such eventCompany that are convertible into, and the Exercise Price shall be correspondingly adjusted; providedor exercisable or exchangeable for, however, that no adjustment in the number of shares and/or the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such number and/or price; and provided further, however, that any adjustments which by reason of this Section 6 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An adjustment made pursuant to this Section 6 shall become effective immediately after the record date in the case of the stock dividend or other distribution and shall become effective mmediately after the effective date in the case of a subdivision, combination or reclassification. The Optionee shall be entitled to participate in any subscription or other rights offering made to holders of the Company's Common Stock to the extent it would have been entitled had this Option been exercised in the full number of shares as to which this Option remains unexercised immediately prior to the record date for such rights offering. If the Company is consolidated or merged with or into another Company or if all or substantially all of its assets are conveyed to another Company, this Option shall thereafter be exercisable for the purchase of the kind and number of shares of stock or other securities or property, if any, receivable upon such consolidation, merger or conveyance by an Optionee of the number of shares of Common Stock of the Company which could have been purchased on Company, including, without limitation, any action taken in connection with the exercise warrants dated as of this Option immediately prior to such consolidationMarch 31, merger or conveyance; and, 1998 issued in any such case, appropriate adjustment (as determined connection with the offering by the Board Company and AMSC Acquisition Company, Inc. ("AMSC Acquisition") of Directors) units consisting of 12 1/4% Senior Notes due 2008 of AMSC Acquisition and warrants to purchase Common Stock, then a corresponding adjustment shall be made in hereunder to increase the application of Warrant Share Amount, but only to the provisions herein set forth extent that no such adjustment has been made pursuant to Sections 10.A or B hereof with respect to the rights and interests thereafter of the Optionee to the end that the provisions set forth herein (including provisions with respect to changes in and such event or for such other adjustments of the number of shares of Common Stock the Optionee is entitled to purchase) shall thereafter be applicable, as nearly as possible, in relation to any shares of Common Stock or other securities or other property thereafter deliverable upon the exercise of this Option. Upon any adjustment of the number of shares of Common Stock or other securities the Optionee is entitled to purchase, and of any change in Exercise Price, then in each such case the Company shall give written notice thereof to the then registered holder of this Option at the address of such Optionee as shown on the books of the Company, which notice shall state such change and set forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Each such notice shall be accompanied by a statement of the firm of independent certified public accountants retained to audit the financial statements of the Company to the effect that such firm concurs in the Company's calculation of the changereason.

Anti-Dilution Provisions. If (a) The number of shares of Option Shares and the exercise price per share pursuant to Schedule 1 hereto shall be subject to adjustment from time to time as provided for in this Section 4(a). Notwithstanding any provision contained herein, the aggregate Option Price for the total number of Option Shares issuable pursuant to the Option shall remain unchanged. In case the Company shall pay at any time change as a whole, by subdivision, combination, acquisition or sale in any manner or by the making of a stock split or stock dividend in shares or by changing the number of its Common Stock, subdivide (split) its outstanding shares of Common StockStock into a different number of shares, combine (reverse spliti) its outstanding shares of Common Stock, issue by reclassification of its shares of Common Stock any shares or other securities of the Company, or distribute to holders of its Common Stock any securities of the Company or of another entity, the number of shares of Common Stock or other securities the Optionee is which Holder shall have been entitled to purchase pursuant to this Agreement shall be increased or decreased in direct proportion to such increase or decrease of shares, as the case may be, and (ii) the Option Price (but not the aggregate Option Price of all such shares) in effect immediately prior thereto to such change shall be adjusted so increased or decreased in inverse proportion to such increase or decrease of shares, as the case may be. In addition, and without limiting the foregoing, it is the parties' intention hereto that the Optionee Option Price respective to the Option Shares shall at all times be entitled equal to receive upon exercise or less than the number of lowest price per share for additional shares of Common Stock hereafter issued at less than fair market value or deemed to be hereafter issued at less than fair market value upon the issuance of any warrants, options or other subscription rights with respect to Common Stock or other securities which it would have owned convertible into Common Stock or would have been entitled to receive after the happening issuance of any warrants, options or any similar rights with respect to such convertible securities (all such shares or instruments of the events described above had this Company being referred to herein collectively as "Securities"). Accordingly, upon any issuance or deemed issuance of Securities at a price per share which is less than the then current fair market value of such securities and less than the lowest price per share of the Option been exercised immediately prior Shares, the per share price of the Option Shares shall be forthwith reduced to an amount equal to the happening lowest price per share of such event, and the Exercise Price shall be correspondingly adjusted; provided, however, that no adjustment in the number of shares and/or the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such number and/or price; and provided further, however, that any adjustments which by reason of this Section 6 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An adjustment made pursuant to this Section 6 shall become effective immediately after the record date in the case of the stock dividend or other distribution and shall become effective mmediately after the effective date in the case of a subdivision, combination or reclassification. The Optionee shall be entitled to participate in any subscription or other rights offering made to holders of the Company's Common Stock to the extent it would have been entitled had this Option been exercised in the full number of shares as to which this Option remains unexercised immediately prior to the record date for such rights offeringSecurities so issued. If the Company is consolidated shall in any manner grant, issue or merged with sell any Securities whether or into another Company not same or if all the right to convert or substantially all exchange any of its assets same are conveyed to another Companyimmediately exercisable, this Option shall thereafter be exercisable for the purchase of the kind and number of shares of stock or other securities or property, if any, receivable upon such consolidation, merger or conveyance by an Optionee of the number of shares of Common Stock of the Company which could will be deemed to have been purchased on the exercise of this Option immediately prior to such consolidation, merger issued or conveyance; and, in any such case, appropriate adjustment (as determined by the Board of Directors) shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Optionee to the end that the provisions set forth herein (including provisions with respect to changes in and other adjustments of the number of shares of sold Common Stock the Optionee is entitled to purchase) shall thereafter be applicable, as nearly as possible, in relation to any shares of Common Stock or other securities or other property thereafter deliverable upon the exercise of this Option. Upon any adjustment of the number of shares of Common Stock or other securities the Optionee is entitled to purchase, and of any change in Exercise Price, then in each such case the Company shall give written notice thereof to the then registered holder of this Option at the address of such Optionee as shown on the books of the Company, which notice shall state such change and set forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Each such notice shall be accompanied by a statement of the firm of independent certified public accountants retained to audit the financial statements of the Company to the effect that such firm concurs in the Company's calculation of the changeStock.

Anti-Dilution Provisions. If The Conversion Price is subject to adjustment after the Company issuance of the Convertible Preferred Shares from time to time as follows: (i) In case the Corporation shall (1) pay a dividend or make a distribution on Common Shares in shares of its Common StockShares, (2) subdivide (split) its outstanding shares of Common Stock, Shares into a greater number of shares or (3) combine (reverse split) its outstanding shares of Common Stock, issue by reclassification of its shares any class of Common Stock Shares into a smaller number of shares, the Conversion Price in effect immediately prior to such action shall be adjusted (and any shares or other securities appropriate action taken by the Corporation) so that the holder of the Company, or distribute any Convertible Preferred Shares thereafter surrendered for conversion shall be entitled to holders of its Common Stock any securities of the Company or of another entity, receive the number of shares of Common Stock or other securities the Optionee is entitled to purchase pursuant to this Option immediately prior thereto shall be adjusted so that the Optionee shall be entitled to receive upon exercise the number of shares of Common Stock or other securities Shares which it would have owned or such holder would have been entitled to receive after immediately following such action had the happening of any of the events described above had this Option holder's Convertible Preferred Shares been exercised converted immediately prior to the happening of such event, and the Exercise Price shall be correspondingly adjusted; provided, however, that no adjustment in the number of shares and/or the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such number and/or price; and provided further, however, that any adjustments which by reason of this Section 6 are not required to be made shall be carried forward and taken into account in any subsequent adjustmentthereto. An adjustment made pursuant to this Section 6 subsection (i) shall become effective immediately (except as provided in subsection (vi) below) after the record date in the case of the stock a dividend or other distribution and shall become effective mmediately immediately after the effective date in the case of a subdivisionsubdivision or combination. (ii) In case the Corporation shall issue rights, combination options or reclassification. The Optionee warrants to all holders of its outstanding shares of Common Shares, or of its outstanding shares of any class or series of Common Shares, entitling them, for a period expiring within 45 days after the record date mentioned below, to subscribe for or purchase shares of Common Shares at a price per share less than the Current Market Price per share (as defined in subsection (v) below) of such offered Common Shares on the record date mentioned below, then the Conversion Price in effect immediately prior thereto shall be entitled to participate adjusted so that it shall equal the price determined by multiplying the Conversion Price in any subscription or other rights offering made to holders of the Company's Common Stock to the extent it would have been entitled had this Option been exercised in the full number of shares as to which this Option remains unexercised effect immediately prior to the record date for of issuance of such rights offering. If rights, options or warrants by a fraction of which (1) the Company is consolidated or merged with or into another Company or if all or substantially all numerator shall be the sum of its assets are conveyed to another Company, this Option shall thereafter be exercisable for the purchase of the kind and number of shares of stock or other securities or property, if any, receivable upon such consolidation, merger or conveyance by an Optionee of (A) the number of shares of Common Stock of the Company which could have been purchased Shares outstanding on the exercise date of this Option issuance of such rights, options or warrants immediately prior to such consolidation, merger or conveyance; and, in any such case, appropriate adjustment issuance plus (as determined by the Board of DirectorsB) shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Optionee to the end that the provisions set forth herein (including provisions with respect to changes in and other adjustments of the number of shares of such offered Common Stock Shares which the Optionee is entitled to purchase) shall thereafter be applicable, as nearly as possible, in relation to any shares of Common Stock or other securities or other property thereafter deliverable upon the exercise of this Option. Upon any adjustment aggregate offering price of the total number of shares of Common Stock or other securities the Optionee is entitled to purchase, and of any change in Exercise Price, then in each so offered would purchase at such case the Company shall give written notice thereof ------------------------ (1) A price equal to the then registered holder FHP existing conversion price of this Option at $31 per share times a fraction, the address numerator of such Optionee as shown on the books of the Company, which notice shall state such change and set forth in reasonable detail the method of calculation is $1.00 and the facts upon denominator of which such calculation is based. Each such notice shall be accompanied by a statement of the firm of independent certified public accountants retained to audit the financial statements of the Company to the effect that such firm concurs Final Exchange Ratio as defined in the Company's calculation of the change.Reorganization Agreement. 9

Anti-Dilution Provisions. If In case the Company shall pay shall, while this Warrant remains in effect, (i) declare a dividend or make a distribution on its Common Stock payable in shares of its Common Stock, subdivide capital stock (split) its outstanding shares of Common Stock, combine (reverse split) its outstanding shares of Common Stock, issue by reclassification of its shares of Common Stock any shares or other securities of the Company, or distribute to holders of its Common Stock any securities of the Company or of another entity, the number of whether shares of Common Stock or of capital stock of any other securities class), (ii) subdivide shares of its Common Stock into a greater number of shares, (iii) combine its outstanding Common Stock into a smaller number of shares, or (iv) issue any shares of its capital stock by reclassification of its Common Stock (including any such reclassification in connection with a consolidation or merger in which the Optionee Company is entitled to purchase pursuant to this Option immediately prior thereto shall be adjusted so that the Optionee continuing corporation), the Holder shall be entitled to receive upon exercise purchase the aggregate number and kind of shares of Common Stock or other securities which it would have owned or would have been entitled to receive after which, if the happening of any of the events described above Warrant had this Option been exercised immediately prior to the happening of such event, the Holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, distribution, subdivision, combination or reclassification; and the Exercise Price shall automatically be correspondingly adjusted; providedadjusted immediately after the record date, howeverin the case of a dividend or distribution, or the effective date, in the case of a subdivision, combination or reclassification, to allow the purchase of such aggregate number and kind of shares for an aggregate Exercise Price no greater than the aggregate Exercise Price that no would have been payable if this Warrant had been exercised in full immediately prior to such event. Such adjustments shall be made successively whenever any event listed above shall occur. No adjustment pursuant to this Section 7 in the number of shares and/or the Exercise Price Warrant Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such number and/or pricewhole share; and provided further, however, that any adjustments which by reason of this Section 6 sentence are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An All calculations under this Section 7 shall be made to the nearest share. In the event that at any time, as a result of an adjustment made pursuant to this Section 6 7, the Holder shall become effective immediately after the record date in the case entitled to receive any shares of the capital stock dividend or other distribution and shall become effective mmediately after the effective date in the case of a subdivision, combination or reclassification. The Optionee shall be entitled to participate in any subscription or other rights offering made to holders of the Company's Company other than Common Stock to the extent it would have been entitled had this Option been exercised in the full number of shares as to which this Option remains unexercised immediately prior to the record date for such rights offering. If the Company is consolidated or merged with or into another Company or if all or substantially all of its assets are conveyed to another CompanyStock, this Option shall thereafter be exercisable for the purchase of the kind and number of shares of stock or other securities or property, if any, receivable upon such consolidation, merger or conveyance by an Optionee of the number of such other shares of Common Stock of the Company which could have been purchased on the so receivable upon exercise of this Option immediately prior to such consolidation, merger or conveyance; and, in any such case, appropriate adjustment (as determined by the Board of Directors) Warrant shall be made subject to adjustment from time to time in the application of a manner and on terms as nearly equivalent as practicable to the provisions herein set forth with respect to the rights Common Stock contained in this Section 7, and interests thereafter of the Optionee to the end that the provisions set forth herein (including provisions of this Warrant with respect to changes in and other adjustments of the number of shares of Common Stock the Optionee is entitled to purchase) shall thereafter be applicable, as nearly as possible, in relation apply on like terms to any shares of Common Stock or such other securities or other property thereafter deliverable upon the exercise of this Option. Upon any adjustment of the number of shares of Common Stock or other securities the Optionee is entitled to purchase, and of any change in Exercise Price, then in each such case the Company shall give written notice thereof to the then registered holder of this Option at the address of such Optionee as shown on the books of the Company, which notice shall state such change and set forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Each such notice shall be accompanied by a statement of the firm of independent certified public accountants retained to audit the financial statements of the Company to the effect that such firm concurs in the Company's calculation of the changeshares.

Anti-Dilution Provisions. If (a) In case the Company shall pay a dividend in shares of its Common Stock, at any time after the date hereof subdivide (split) or split its outstanding shares of Common StockStock into a greater number of shares, combine (reverse split) its outstanding shares of Common Stock, issue by reclassification of its shares of Common Stock any shares the Exercise Price in effect immediately prior to such subdivision or other securities of the Company, or distribute to holders of its Common Stock any securities of the Company or of another entity, split shall be proportionately reduced and the number of shares of Common Stock purchasable under this Warrant shall be proportionately increased. Conversely, in case the outstanding shares of Common Stock shall be combined or other securities reclassified into a smaller number of shares, the Optionee is entitled to purchase pursuant to this Option Exercise Price in effect immediately prior thereto to such combination or reclassification shall be adjusted so that the Optionee shall be entitled to receive upon exercise proportionately increased and the number of shares of Common Stock or other securities which it would have owned or would have been entitled to receive purchasable under this Warrant shall be proportionately decreased. In case the Company shall at any time after the happening of any of the events described above had this Option been exercised immediately prior to the happening of such eventdate hereof declare a dividend or make a distribution on Common Stock payable in Common Stock, and the Exercise Price shall be correspondingly adjusted; provided, however, that no adjustment in effect at the number time of shares and/or the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such number and/or price; and provided further, however, that any adjustments which by reason of this Section 6 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An adjustment made pursuant to this Section 6 shall become effective immediately after the record date in the case of the stock dividend or other distribution and shall become effective mmediately after the effective date in the case of a subdivision, combination or reclassification. The Optionee shall be entitled to participate in any subscription or other rights offering made to holders of the Company's Common Stock to the extent it would have been entitled had this Option been exercised in the full number of shares as to which this Option remains unexercised immediately prior to the record date for such rights offering. If dividend or distribution and the Company is consolidated or merged with or into another Company or if all or substantially all of its assets are conveyed to another Company, this Option shall thereafter be exercisable for the purchase of the kind and number of shares of stock or other securities or property, if any, receivable upon such consolidation, merger or conveyance by an Optionee of the aggregate number of shares of Common Stock receivable upon exercise of the Company which could have been purchased on this Warrant shall be proportionately adjusted so that the exercise of this Option immediately prior Warrant in full after such time shall entitle the Holder to such consolidation, merger or conveyance; and, in any such case, appropriate adjustment receive (for the Aggregate Exercise Price (as determined by defined below)) the Board of Directors) shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Optionee to the end that the provisions set forth herein (including provisions with respect to changes in and other adjustments of the aggregate number of shares of Common Stock which, if this Warrant had been exercised in full immediately prior to such time (for the Optionee is aggregate Exercise Price in effect at such time (the "Aggregate Exercise Price")), such Holder would have owned upon such exercise and been entitled to purchase) shall thereafter be applicable, as nearly as possible, in relation to receive by virtue of such dividend or distribution. If any shares of declared dividend or distribution on Common Stock payable in Common Stock for which adjustments have been made pursuant to the immediately preceding sentence is not paid in whole or other securities or other property thereafter deliverable upon in part on the exercise of this Option. Upon any adjustment applicable payment date, then, effective as of the time of the record date for such dividend or distribution, the Exercise Price and the aggregate number of shares of Common Stock or other securities receivable upon exercise of this Warrant shall be proportionately readjusted so that the Optionee is entitled exercise of this Warrant in full after such time shall entitle the Holder to purchase, and of any change in receive (for the Aggregate Exercise Price) the aggregate number of shares of Common Stock which, then if this Warrant had been exercised in each full immediately prior to such time (for the Aggregate Exercise Price), such Holder would have owned upon such exercise and in fact received by virtue of such dividend or distribution. In case the Company shall give written notice thereof at any time after the date hereof issue any shares of its capital stock in a reclassification of Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), then, as a condition to such reclassification, lawful provisions shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the then registered Holder, so that the Holder shall have the right at any time that this Warrant is exercisable to purchase, at a total price equal to that payable upon exercise of this Warrant, the kind and amount of capital stock receivable in connection with such recapitalization by a record holder of this Option at the address same number of shares of Common Stock as were purchasable by the Holder immediately prior to such Optionee as shown on the books of the Company, which notice shall state such change and set forth in reasonable detail the method of calculation and the facts upon which such calculation is basedrecapitalization. Each such notice Such adjustments shall be accompanied by a statement of the firm of independent certified public accountants retained to audit the financial statements of the Company to the effect that such firm concurs in the Company's calculation of the changemade successively whenever any event listed above shall occur.

Anti-Dilution Provisions. If In case the Company shall pay shall, while this Warrant remains in effect, (i) declare a dividend or make a distribution on its Common Stock payable in shares of its Common Stock, subdivide capital stock (split) its outstanding shares of Common Stock, combine (reverse split) its outstanding shares of Common Stock, issue by reclassification of its shares of Common Stock any shares or other securities of the Company, or distribute to holders of its Common Stock any securities of the Company or of another entity, the number of whether shares of Common Stock or of capital stock of any other securities class) other than dividends paid in respect of the Optionee Company's Series A preferred shares, (ii) subdivide shares of its Common Stock into a greater number of shares, (iii) combine its outstanding Common Stock into a smaller number of shares, or (iv) issue any shares of its capital stock by reclassification of its Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is entitled to purchase pursuant to this Option immediately prior thereto shall be adjusted so that the Optionee continuing corporation), the Holder shall be entitled to receive upon exercise purchase the aggregate number and kind of shares of Common Stock or other securities which it would have owned or would have been entitled to receive after which, if the happening of any of the events described above Warrant had this Option been exercised immediately prior to the happening of such event, the Holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, distribution, subdivision, combination or reclassification; and the Exercise Price shall automatically be correspondingly adjusted; providedadjusted immediately after the record date, howeverin the case of a dividend or distribution, that no or the effective date, in the case of a subdivision, combination or reclassification, to allow the purchase of such aggregate number and kind of shares. Such adjustments shall be made successively whenever any event listed above shall occur. No adjustment pursuant to this Section 7 in the number of shares and/or the Exercise Price Warrant Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such number and/or pricewhole share; and provided furtherprovided, however, that any adjustments which by reason of this Section 6 sentence are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An All calculations under this Section 7 shall be made to the nearest share. In the event that at any time, as a result of an adjustment made pursuant to this Section 6 7, the Holder shall become effective immediately after the record date in the case entitled to receive any shares of the capital stock dividend or other distribution and shall become effective mmediately after the effective date in the case of a subdivision, combination or reclassification. The Optionee shall be entitled to participate in any subscription or other rights offering made to holders of the Company's Company other than Common Stock to the extent it would have been entitled had this Option been exercised in the full number of shares as to which this Option remains unexercised immediately prior to the record date for such rights offering. If the Company is consolidated or merged with or into another Company or if all or substantially all of its assets are conveyed to another CompanyStock, this Option shall thereafter be exercisable for the purchase of the kind and number of shares of stock or other securities or property, if any, receivable upon such consolidation, merger or conveyance by an Optionee of the number of such other shares of Common Stock of the Company which could have been purchased on the so receivable upon exercise of this Option immediately prior to such consolidation, merger or conveyance; and, in any such case, appropriate adjustment (as determined by the Board of Directors) Warrant shall be made subject to adjustment from time to time in the application of a manner and on terms as nearly equivalent as practicable to the provisions herein set forth with respect to the rights Common Stock contained in this Section 7, and interests thereafter of the Optionee to the end that the provisions set forth herein (including provisions of this Warrant with respect to changes in and other adjustments of the number of shares of Common Stock the Optionee is entitled to purchase) shall thereafter be applicable, as nearly as possible, in relation apply on like terms to any shares of Common Stock or such other securities or other property thereafter deliverable upon the exercise of this Option. Upon any adjustment of the number of shares of Common Stock or other securities the Optionee is entitled to purchase, and of any change in Exercise Price, then in each such case the Company shall give written notice thereof to the then registered holder of this Option at the address of such Optionee as shown on the books of the Company, which notice shall state such change and set forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Each such notice shall be accompanied by a statement of the firm of independent certified public accountants retained to audit the financial statements of the Company to the effect that such firm concurs in the Company's calculation of the changeshares.