Common use of Antidilution Adjustments Clause in Contracts

Antidilution Adjustments. If the Company shall at any time hereafter subdivide or combine its outstanding shares of Common Stock, or declare a dividend payable in Common Stock, the exercise price in effect immediately prior to the subdivision, combination, or record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in the case of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Shares purchasable upon exercise of this Warrant immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, or dividend payable in Common Stock and multiplying the result of such division against the number of Warrant Shares purchasable upon the exercise of this Warrant immediately preceding such event, so as to achieve an exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. All calculations hereunder shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but the Company shall pay a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal to the same fraction of the market price per share of Common Stock on the day of exercise as determined in good faith by the Company. In case of any capital reorganization or any reclassification of the shares of Common Stock of the Company, or in the case of any consolidation with or merger of the Company into or with another corporation, or the sale of all or substantially all of its assets to another corporation, which is effected in such a manner that the holders of Common Stock shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, then, as a part of such reorganization, reclassification, consolidation, merger, or sale, as the case may be, lawful provision shall be made so that the holder of the Warrant shall have the right thereafter to receive, upon the exercise hereof, the kind and amount of shares of stock or other securities or property which the holder would have been entitled to receive if, immediately prior to such reorganization, reclassification, consolidation, merger, or sale, the holder had held the number of Warrant Shares which were then purchasable upon the exercise of the Warrant. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interest thereafter of the holder of the Warrant, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Warrant.

Antidilution Adjustments. If the Company shall at any time hereafter subdivide or combine its outstanding shares of Common Stock, or declare a dividend payable in Common Stock, the exercise price in effect immediately prior to the subdivision, combination, combination or record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in the case of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, and the number each share of Warrant Shares Common Stock purchasable upon exercise of this Warrant Warrant, immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, combination or dividend payable in Common Stock and multiplying the result of such division against the number of Warrant Shares purchasable upon the exercise of this Warrant immediately preceding such event, so as to achieve an exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. All calculations hereunder shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may beStock. No fractional Warrant Shares shares of Common Stock are to be issued upon the exercise of this the Warrant, but the Company shall pay a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal to the same fraction of the market price per share of Common Stock on the day of exercise as determined in good faith by the Company. In case of any capital reorganization or any reclassification of the shares of Common Stock of the Company, or in the case of any consolidation with or merger of the Company into or with another corporation, or the sale of all or substantially all of its assets to another corporation, which is effected in such a manner that the holders of Common Stock shall be entitled to receive stock, securities, securities or assets with respect to or in exchange for Common Stock, then, as a part of such reorganization, reclassification, consolidation, merger, merger or sale, as the case may be, lawful provision shall be made so that the holder of the Warrant shall have the right thereafter to receive, upon the exercise hereof, the kind and amount of shares of stock or other securities or property which the holder would have been entitled to receive if, immediately prior to such reorganization, reclassification, consolidation, merger, merger or sale, the holder had held the number of Warrant Shares shares of Common Stock which were then purchasable upon the exercise of the Warrant. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interest thereafter of the holder of the Warrant, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Warrant. When any adjustment is required to be made in the exercise price, initial or adjusted, the Company shall forthwith determine the new exercise price, and (a) prepare and retain on file a statement describing in reasonable detail the method used in arriving at the new exercise price; and (b) cause a copy of such statement to be mailed to the holder of the Warrant as of a date within ten (10) days after the date when the circumstances giving rise to the adjustment occurred.

Antidilution Adjustments. If The provisions of this Warrant are subject to adjustment as provided in this Section 5. (a) The Warrant Exercise Price shall be adjusted from time to time such that in case the Company shall at hereafter: (i) pay any time hereafter dividends on any class of stock of the Company payable in Common Stock or securities convertible into Common Stock; (ii) subdivide or its then outstanding shares of Common Stock into a greater number of shares; or (iii) combine its outstanding shares of Common Stock, by reclassification or declare a dividend payable otherwise; then, in Common Stockany such event, the exercise price Warrant Exercise Price in effect immediately prior to such event shall (until adjusted again pursuant hereto) be adjusted immediately after such event to a price (calculated to the subdivisionnearest full cent) determined by dividing (a) the number of shares of Common Stock outstanding immediately prior to such event, combinationmultiplied by the then existing Warrant Exercise Price, or by (b) the total number of shares of Common Stock outstanding immediately after such event (including the maximum number of shares of Common Stock issuable in respect of any securities convertible into Common Stock), and the resulting quotient shall be the adjusted Warrant Exercise Price per share. An adjustment made pursuant to this subsection shall become effective immediately after the record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in the case of combination, a dividend or proportionately decreased, distribution and shall become effective immediately after the effective date in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Shares purchasable upon exercise of this Warrant immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combinationcombination or reclassification. If, as a result of an adjustment made pursuant to this subsection, the holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or dividend payable in more classes of capital stock or shares of Common Stock and multiplying other capital stock of the result Company, the Board of Directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Warrant Exercise Price between or among shares of such division against the number classes of Warrant Shares purchasable upon the exercise capital stock or shares of this Warrant immediately preceding such event, so as to achieve an exercise price Common Stock and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such eventother capital stock. All calculations hereunder under this subsection shall be made to the nearest cent or to the nearest one-hundredth 1/100 of a share, as the case may be. No fractional In the event that at any time as a result of an adjustment made pursuant to this subsection, the holder of any Warrant Shares are thereafter surrendered for exercise shall become entitled to be issued receive any shares of the Company other than shares of Common Stock, thereafter the Warrant Exercise Price of such other shares so receivable upon the exercise of this Warrant, but the Company any Warrant shall pay be subject to adjustment from time to time in a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal manner and on terms as nearly equivalent as practicable to the same fraction provisions with respect to Common Stock contained in this subsection. (b) Upon each adjustment of the market price per share Warrant Exercise Price pursuant to subsection 5(a) above, the holder of Common Stock on each Warrant shall thereafter (until another such adjustment) be entitled to purchase at the day adjusted Warrant Exercise Price the number of exercise shares, calculated to the nearest full share, obtained by multiplying the number of shares specified in such Warrant (as determined adjusted as a result of all adjustments in good faith the Warrant Exercise Price in effect prior to such adjustment) by the Company. Warrant Exercise Price in effect prior to such adjustment and dividing the product so obtained by the adjusted Warrant Exercise Price. (c) In case of any capital reorganization 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 reclassification of the shares of Common Stock sale or conveyance to another corporation of the Company’s property as an entirety or substantially as an entirety, or in the case of any consolidation statutory exchange of securities with or another corporation (including any exchange effected in connection with a merger of a third corporation into the Company into or with another corporationCompany), or the sale of all or substantially all of its assets to another corporation, which is effected in such a manner that the holders of Common Stock there shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, then, as a part no adjustment under subsection (a) of such reorganization, reclassification, consolidation, merger, or sale, as the case may be, lawful provision shall be made so that this Section but the holder of the each Warrant then outstanding shall have the right thereafter to receive, upon the exercise hereof, convert such Warrant into the kind and amount of shares of stock or and other securities or and property which the holder would have owned or have been entitled to receive if, immediately prior to after such reorganization, reclassification, consolidation, merger, or statutory exchange, sale, or conveyance had such Warrant been converted immediately prior to the holder had held the number effective date of Warrant Shares which were then purchasable upon the exercise of the Warrant. In such consolidation, merger, statutory exchange, sale, or conveyance and in any such case, if necessary, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein in this subsection with respect to the rights and interest interests thereafter of the holder any holders of the Warrant, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) in this Section shall thereafter correspondingly be made applicable, as nearly as may reasonably may be, in relation to any shares of stock or and other securities and property thereafter deliverable upon on the exercise of the Warrant. The provisions of this subsection shall similarly apply to successive consolidations, mergers, statutory exchanges, sales or conveyances. (d) Upon any adjustment of the Warrant Exercise Price, then and in each such case, the Company shall give written notice thereof, by first-class mail, postage prepaid, addressed to the holder as shown on the books of the Company, which notice shall state the Warrant Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of shares of Common Stock purchasable at such price upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

Antidilution Adjustments. If The provisions of this Warrant are subject to adjustment as provided in this Section 5. (a) The Warrant Exercise Price shall be adjusted from time to time such that in case the Company shall at hereafter: (i) pay any time hereafter dividends on any class of stock of the Company payable in Common Stock or securities convertible into Common Stock; (ii) subdivide or its then outstanding shares of Common Stock into a greater number of shares; or (iii) combine its outstanding shares of Common Stock, by reclassification or declare a dividend payable otherwise; then, in Common Stockany such event, the exercise price Warrant Exercise Price in effect immediately prior to such event shall (until adjusted again pursuant hereto) be adjusted immediately after such event to a price (calculated to the subdivisionnearest full cent) determined by dividing (a) the number of shares of Common Stock outstanding immediately prior to such event, combinationmultiplied by the then existing Warrant Exercise Price, or by (b) the total number of shares of Common Stock outstanding immediately after such event (including the maximum number of shares of Common Stock issuable in respect of any securities convertible into Common Stock), and the resulting quotient shall be the adjusted Warrant Exercise Price per share. An adjustment made pursuant to this Subsection shall become effective immediately after the record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in the case of combination, a dividend or proportionately decreased, distribution and shall become effective immediately after the effective date in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Shares purchasable upon exercise of this Warrant immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combinationcombination or reclassification. If, as a result of an adjustment made pursuant to this Subsection, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or dividend payable in more classes of capital stock or shares of Common Stock and multiplying other capital stock of the result Company, the Board of Directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Warrant Exercise Price between or among shares of such division against the number classes of Warrant Shares purchasable upon the exercise capital stock or shares of this Warrant immediately preceding such event, so as to achieve an exercise price Common Stock and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such eventother capital stock. All calculations hereunder under this Subsection shall be made to the nearest cent or to the nearest one-hundredth 1/100 of a share, as the case may be. No fractional In the event that at any time as a result of an adjustment made pursuant to this Subsection, the holder of any Warrant Shares are thereafter surrendered for exercise shall become entitled to be issued receive any shares of the Company other than shares of Common Stock, thereafter the Warrant Exercise Price of such other shares so receivable upon the exercise of this Warrant, but the Company any Warrant shall pay be subject to adjustment from time to time in a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal manner and on terms as nearly equivalent as practicable to the same fraction provisions with respect to Common Stock contained in this Section. (b) Upon each adjustment of the market price per share Warrant Exercise Price pursuant to Section 5(a) above, the Holder of Common Stock on each Warrant shall thereafter (until another such adjustment) be entitled to purchase at the day adjusted Warrant Exercise Price the number of exercise shares, calculated to the nearest full share, obtained by multiplying the number of shares specified in such Warrant (as determined adjusted as a result of all adjustments in good faith the Warrant Exercise Price in effect prior to such adjustment) by the Company. Warrant Exercise Price in effect prior to such adjustment and dividing the product so obtained by the adjusted Warrant Exercise Price. (c) In case of any capital reorganization 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 reclassification sale or conveyance to another corporation of the shares of Common Stock property of the CompanyCompany as an entirety or substantially as an entirety, or in the case of any consolidation statutory exchange of securities with or another corporation (including any exchange effected in connection with a merger of a third corporation into the Company into or with another corporationCompany), or the sale of all or substantially all of its assets to another corporation, which is effected in such a manner that the holders of Common Stock there shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, then, as a part no adjustment under Subsection (a) of such reorganization, reclassification, consolidation, merger, or sale, as this Section above but the case may be, lawful provision shall be made so that the holder Holder of the each Warrant then outstanding shall have the right thereafter to receive, upon the exercise hereof, convert such Warrant into the kind and amount of shares of stock or and other securities or and property which the holder he would have owned or have been entitled to receive if, immediately prior to after such reorganization, reclassification, consolidation, merger, or statutory exchange, sale, or conveyance had such Warrant been converted immediately prior to the holder had held the number effective date of Warrant Shares which were then purchasable upon the exercise of the Warrant. In such consolidation, merger, statutory exchange, sale, or conveyance and in any such case, if necessary, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein in this Section with respect to the rights and interest interests thereafter of the holder any Holders of the Warrant, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) in this Section shall thereafter correspondingly be made applicable, as nearly as may reasonably may be, in relation to any shares of stock or and other securities and property thereafter deliverable upon on the exercise of the Warrant. The provisions of this Subsection shall similarly apply to successive consolidations, mergers, statutory exchanges, sales or conveyances. (d) Upon any adjustment of the Warrant Exercise Price, then and in each such case, the Company shall give written notice thereof, by first-class mail, postage prepaid, addressed to the Holder as shown on the books of the Company, which notice shall state the Warrant Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of shares of Common Stock purchasable at such price upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

Antidilution Adjustments. If The provisions of this Warrant are subject to adjustment as provided in this Section 5. (a) The Warrant Exercise Price and the number of Warrant Shares shall be adjusted from time to time such that in case the Company shall at any time hereafter hereafter: (i) pay a dividend or make a distribution on its Common Stock in shares of Common Stock, (ii) subdivide or its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common StockStock into a smaller number of shares, (iv) issue by reclassification of its Common Stock any shares of capital stock of the Company, or declare a dividend payable in Common Stock(v) make any exchange of shares, subdivisions, reorganizations, liquidations or the like. In such event, the exercise price in effect immediately prior to the subdivision, combination, or record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in the case of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, Warrant Exercise Price and the number of Warrant Shares purchasable upon shall be correspondingly adjusted to give the Holder, on exercise for the same aggregate Exercise Price, the total number, class, and kind of this shares as the Holder would have owned had the Warrant been exercised prior to the event and had the Holder continued to hold such shares until after the event requiring adjustment. To effect such adjustment, the Warrant Exercise Price in effect immediately preceding prior to such event shall (until adjusted again pursuant hereto) be adjusted immediately after such event to a price (calculated to the nearest full cent) determined by dividing (a) the total number of shares of Common Stock outstanding immediately prior to such event, multiplied by the then existing Warrant Exercise Price, by (b) the total number of shares of Common Stock outstanding immediately after such event, and the resulting quotient shall be changed the adjusted Warrant Exercise Price per share. An adjustment made pursuant to this Subsection shall become effective immediately after the number determined by dividing record date in the then current exercise price by case of a dividend or distribution and shall become effective immediately after the exercise price as adjusted after such effective date in the case of a subdivision, combinationcombination or reclassification. If, as a result of an adjustment made pursuant to this Subsection, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or dividend payable in more classes of capital stock or shares of Common Stock and multiplying other capital stock of the result Company, the Board of Directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Warrant Exercise Price between or among shares of such division against the number classes of Warrant Shares purchasable upon the exercise capital stock or shares of this Warrant immediately preceding such event, so as to achieve an exercise price Common Stock and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such eventother capital stock. All calculations hereunder under this Subsection shall be made to the nearest cent or to the nearest one-hundredth 1/100 of a share, as the case may be. No fractional In the event that at any time as a result of an adjustment made pursuant to this Subsection, the holder of any Warrant Shares are thereafter surrendered for exercise shall become entitled to be issued upon the exercise receive any shares of this Warrant, but the Company shall pay a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal to the same fraction of the market price per share of Common Stock on the day of exercise as determined in good faith by the Company. In case of any capital reorganization or any reclassification of the other than shares of Common Stock Stock, thereafter the Warrant Exercise Price of the Company, or in the case such other shares so receivable upon exercise of any consolidation with or merger of the Company into or with another corporation, or the sale of all or substantially all of its assets Warrant shall be subject to another corporation, which is effected adjustment from time to time in such a manner that the holders of Common Stock shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, then, and on terms as a part of such reorganization, reclassification, consolidation, merger, or sale, nearly equivalent as the case may be, lawful provision shall be made so that the holder of the Warrant shall have the right thereafter to receive, upon the exercise hereof, the kind and amount of shares of stock or other securities or property which the holder would have been entitled to receive if, immediately prior to such reorganization, reclassification, consolidation, merger, or sale, the holder had held the number of Warrant Shares which were then purchasable upon the exercise of the Warrant. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect practicable to the rights and interest thereafter of the holder of the Warrant, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) shall thereafter be applicable, as nearly as reasonably may be, Common Stock contained in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Warrantthis Section.

Antidilution Adjustments. If The provisions of this Warrant are subject to adjustment as provided in this Section 5. (a) The Warrant Exercise Price shall be adjusted from time to time such that in case the Company shall at hereafter: (i) pay any time hereafter dividends on any class of stock of the Company payable in Common Stock or securities convertible into Common Stock; (ii) subdivide or its then outstanding shares of Common Stock into a greater number of shares; or (iii) combine its outstanding shares of Common Stock, by reclassification or declare a dividend payable otherwise; then, in Common Stockany such event, the exercise price Warrant Exercise Price in effect immediately prior to such event shall (until adjusted again pursuant hereto) be adjusted immediately after such event to a price determined by dividing (a) the subdivisiontotal number of shares of Common Stock outstanding immediately prior to such event (including the maximum number of shares of Common Stock issuable in respect of any securities convertible into Common Stock), combinationmultiplied by the then existing Warrant Exercise Price, or by (b) the total number of shares of Common Stock outstanding immediately after such event (including the maximum number of shares of Common Stock issuable in respect of any securities convertible into Common Stock), and the resulting quotient shall be the adjusted Warrant Exercise Price per share. An adjustment made pursuant to this subsection shall become effective immediately after the record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in the case of combination, a dividend or proportionately decreased, distribution and shall become effective immediately after the effective date in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Shares purchasable upon exercise of this Warrant immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combinationcombination or reclassification. If, as a result of an adjustment made pursuant to this subsection, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or dividend payable in more classes of capital stock or shares of Common Stock and multiplying other capital stock of the result Company, the Board of Directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Warrant Exercise Price between or among shares of such division against the number classes of Warrant Shares purchasable upon the exercise capital stock or shares of this Warrant immediately preceding such event, so as to achieve an exercise price Common Stock and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such eventother capital stock. All calculations hereunder under this subsection shall be made to the nearest cent or cent. In the event that at any time as a result of an adjustment made pursuant to this subsection, the holder of any Warrant thereafter surrendered for exercise shall become entitled to receive any shares of the Company other than shares of Common Stock, the Warrant Exercise Price of such other shares so receivable upon exercise of any Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to Common Stock contained in this Section. (b) Upon each adjustment of the Warrant Exercise Price pursuant to Section 5(a) above, the Holder of each Warrant shall thereafter (until another such adjustment) be entitled to purchase at the adjusted Warrant Exercise Price the number of shares, calculated to the nearest one-hundredth of a full share, obtained by multiplying the number of shares specified in such Warrant (as adjusted as a result of all adjustments in the case may be. No fractional Warrant Shares are Exercise Price in effect prior to be issued upon the exercise of this Warrant, but the Company shall pay a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal to the same fraction of the market price per share of Common Stock on the day of exercise as determined in good faith such adjustment) by the Company. Warrant Exercise Price in effect prior to such adjustment and dividing the product so obtained by the adjusted Warrant Exercise Price. (c) In case of any capital reorganization 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 reclassification sale or conveyance to another corporation of the shares of Common Stock property of the CompanyCompany as an entirety or substantially as an entirety, or in the case of any consolidation statutory exchange of securities with or another corporation (including any exchange effected in connection with a merger of a third corporation into the Company into or with another corporationCompany), or the sale of all or substantially all of its assets to another corporation, which is effected in such a manner that the holders of Common Stock there shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, then, as a part no adjustment under subsection (a) of such reorganization, reclassification, consolidation, merger, or sale, as this Section above but the case may be, lawful provision shall be made so that the holder Holder of the each Warrant then outstanding shall have the right thereafter to receive, upon the exercise hereof, convert such Warrant into the kind and amount of shares of stock or and other securities or and property which the holder such Holder would have owned or have been entitled to receive if, immediately prior to after such reorganization, reclassification, consolidation, merger, or statutory exchange, sale, or conveyance had such Warrant been converted immediately prior to the holder had held the number effective date of Warrant Shares which were then purchasable upon the exercise of the Warrant. In such consolidation, merger, statutory exchange, sale, or conveyance and in any such case, if necessary, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein in this Section with respect to the rights and interest interests thereafter of the holder any Holders of the Warrant, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) in this Section shall thereafter correspondingly be made applicable, as nearly as may reasonably may be, in relation to any shares of stock or and other securities and property thereafter deliverable upon on the exercise of the Warrant. The provisions of this subsection shall similarly apply to successive consolidations, mergers, statutory exchanges, sales or conveyances. (d) Upon any adjustment of the Warrant Exercise Price, then and in each such case, the Company shall give written notice thereof, by first-class mail, postage prepaid, addressed to the Holder as shown on the books of the Company, which notice shall state the Warrant Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of shares of Common Stock purchasable at such adjusted Warrant Exercise Price upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

Antidilution Adjustments. The Exercise Price and number of Shares purchasable pursuant to the terms and conditions of this Warrant shall be subject to adjustment from time to time as follows: (i) If the Company shall shall, at any time hereafter subdivide or combine its outstanding from time to time prior to the Expiration Date, issue any shares of Common StockSeries A Preferred Stock (or be deemed to have issued any shares of Series A Preferred Stock pursuant to the terms of this Warrant), other than Excluded Shares (as defined in Section 4(d)(iii)), without consideration or declare for a dividend payable in Common Stock, consideration per share less than the exercise price Exercise Price in effect immediately prior to the subdivisionissuance of Series A Preferred Stock, combination, or record date for the Exercise Price in effect immediately prior to such dividend payable in Common Stock issuance shall forthwith be proportionately increased, in the case of combination, or proportionately decreased, in the case of subdivision or declaration of lowered to a dividend payable in Common Stock, and the number of Warrant Shares purchasable upon exercise of this Warrant immediately preceding such event, shall be changed price equal to the number determined quotient obtained by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, or dividend payable in Common Stock and multiplying the result of such division against the number of Warrant Shares purchasable upon the exercise of this Warrant immediately preceding such event, so as to achieve an exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. All calculations hereunder shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but the Company shall pay a cash adjustment in respect of any fraction of a share which would otherwise be issuable in dividing: (x) an amount equal to the same fraction sum of (1) the market price per share of Common Stock on the day of exercise as determined in good faith by the Company. In case of any capital reorganization or any reclassification of the shares of Common Stock of the Company, or in the case of any consolidation with or merger of the Company into or with another corporation, or the sale of all or substantially all of its assets to another corporation, which is effected in such a manner that the holders of Common Stock shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, then, as a part of such reorganization, reclassification, consolidation, merger, or sale, as the case may be, lawful provision shall be made so that the holder of the Warrant shall have the right thereafter to receive, upon the exercise hereof, the kind and amount total number of shares of stock or other securities or property which the holder would Series A Preferred Stock outstanding (including any shares of Series A Preferred Stock deemed to have been entitled issued pursuant to receive if, Section 4(d)(ii)(D)(1)-(2)) immediately prior to such reorganizationissuance multiplied by the Exercise Price in effect immediately prior to such issuance, reclassificationplus (2) the consideration received by the Company upon such issuance, consolidationby (y) the total number of shares of Series A Preferred Stock outstanding (including any shares of Series A Preferred Stock deemed to have been issued pursuant to Section 4(d)(ii)(D)(1)-(2)) immediately after the issuance of such Series A Preferred Stock. If the Company shall, mergerat any time or from time to time prior to the Expiration Date, issue any shares of Series A Preferred Stock as a stock dividend or saleupon any stock split or other subdivision or combination of shares of Series A Preferred Stock, other than the holder had held Regular 8% Dividend, the number of Shares issuable under this Warrant shall be increased by such amount required so that the total number of Shares which were then purchasable upon the exercise issuable under this Warrant, as a percentage of the Warrant. aggregate number of Fully Diluted Shares of the Company as of the date of (and after giving effect to) such dividend, shall equal the same percentage of Fully Diluted Shares of the Company as of immediately prior to such dividend. (ii) For the purposes of any adjustment of the Exercise Price pursuant to Section 4(d)(i), the following provisions shall be applicable: (A) In the case of the issuance of Series A Preferred Stock for cash, the consideration shall be deemed to be the amount of cash paid therefor before deducting therefrom any such casediscounts, appropriate adjustment commissions or other expenses allowed, paid or incurred by the Company for any underwriting or otherwise in connection with the issuance and sale thereof. (B) In the case of the issuance of Series A Preferred Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Company, irrespective of any accounting treatment. (C) In the case of the issuance of Series A Preferred Stock without consideration, the consideration shall be made deemed to be $0.00001 per share. (D) In the case of the issuance of (x) options to purchase or rights to subscribe for Series A Preferred Stock, (y) securities by their terms convertible into or exchangeable for Series A Preferred Stock or (z) options to purchase rights to subscribe for such convertible or exchangeable securities (collectively, the “Convertible Securities”): (1) the shares of Series A Preferred Stock deliverable upon exercise of such options to purchase or rights to subscribe for Series A Preferred Stock shall be deemed to have been issued at the time such options or rights were issued and for a consideration equal to the consideration (determined in the application manner provided in subdivisions (A), (B) and (C) above), if any, received by the Company upon the issuance of such options or rights plus the provisions set forth herein with respect to minimum purchase price provided in such options or rights for the rights and interest thereafter of Series A Preferred Stock covered thereby; (2) the holder of the Warrant, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock Series A Preferred Stock deliverable upon conversion of or other property thereafter deliverable in exchange for any such convertible or exchangeable securities or upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion or exchange thereof shall be deemed to have been issued at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration received by the Company for any such securities and related options or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the additional consideration, if any, to be received by the Company upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in subdivisions (A), (B) and (C) above); (3) on any change in the exercise price of Series A Preferred Stock deliverable upon exercise of any such options or rights or conversions of or exchanges for such securities, other than a change resulting from the antidilution provisions thereof, the applicable Exercise Price shall forthwith be readjusted to such Exercise Price as would have resulted had the adjustment made upon the issuance of such options, rights or securities not converted prior to such change (or options or rights related to such securities not converted prior to such change) been made upon the basis of such change; provided, however, that such readjustment shall not result in an Exercise Price that is greater than the original Exercise Price; and (4) on the expiration of all such options or rights, the termination of all such rights to convert or exchange or the expiration of all options or rights related to such convertible or exchangeable securities in each case having been issued by the Company for the same consideration (as determined pursuant to subdivision (A), (B) and (C) above), the applicable Exercise Price shall forthwith be readjusted to such Exercise Price as would have resulted had the adjustment made upon the issuance of such options, rights, securities or options or rights related to such securities not been made; provided, however, that such readjustment shall not result in a Exercise Price that is greater that the original Exercise Price. (iii) For purposes of this Section 4(d), the term “Excluded Shares” shall mean all shares of Series A Preferred Stock issued by the Company at anytime upon exercise of or conversion of Convertible Securities outstanding as of the date of this Warrant.

Antidilution Adjustments. If The provisions of this Warrant are subject to adjustment as provided in this Section 5. (a) The Warrant Exercise Price shall be adjusted from time to time such that in case the Company shall at hereafter: (i) pay any time hereafter dividends on any class of stock of the Company payable in Common Stock or securities convertible into Common Stock; (ii) subdivide or its then outstanding shares of Common Stock into a greater number of shares; or (iii) combine its outstanding shares of Common Stock, by reclassification or declare a dividend payable otherwise; then, in Common Stockany such event, the exercise price Warrant Exercise Price in effect immediately prior to such event shall (until adjusted again pursuant hereto) be adjusted immediately after such event to a price (calculated to the subdivisionnearest full cent) determined by dividing (a) the number of shares of Common Stock outstanding immediately prior to such event, combinationmultiplied by the then existing Warrant Exercise Price, or by (b) the total number of shares of Common Stock outstanding immediately after such event (including the maximum number of shares of Common Stock issuable in respect of any securities convertible into Common Stock), and the resulting quotient shall be the adjusted Warrant Exercise Price per share. An adjustment made pursuant to this Subsection shall become effective immediately after the record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in the case of combination, a dividend or proportionately decreased, distribution and shall become effective immediately after the effective date in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Shares purchasable upon exercise of this Warrant immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combinationcombination or reclassification. If, as a result of an adjustment made pursuant to this Subsection, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or dividend payable in more classes of capital stock or shares of Common Stock and multiplying other capital stock of the result Company, the Board of Directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Warrant Exercise Price between or among shares of such division against the number classes of Warrant Shares purchasable upon the exercise capital stock or shares of this Warrant immediately preceding such event, so as to achieve an exercise price Common Stock and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such eventother capital stock. All calculations hereunder under this Subsection shall be made to the nearest cent or to the nearest one-hundredth 1/100 of a share, as the case may be. No fractional In the event that at any time as a result of an adjustment made pursuant to this Subsection, the Holder of any Warrant Shares are thereafter surrendered for exercise shall become entitled to be issued receive any shares of the Company other than shares of Common Stock, thereafter the Warrant Exercise Price of such other shares so receivable upon the exercise of this Warrant, but the Company any Warrant shall pay be subject to adjustment from time to time in a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal manner and on terms as nearly equivalent as practicable to the same fraction provisions with respect to Common Stock contained in this Section 5. (b) Upon each adjustment of the market price per share Warrant Exercise Price pursuant to Section 5(a) above, the Holder of Common Stock on each Warrant shall thereafter (until another such adjustment) be entitled to purchase at the day adjusted Warrant Exercise Price the number of exercise shares, calculated to the nearest full share, obtained by multiplying the number of shares specified in such Warrant (as determined adjusted as a result of all adjustments in good faith the Warrant Exercise Price in effect prior to such adjustment) by the Company. Warrant Exercise Price in effect prior to such adjustment and dividing the product so obtained by the adjusted Warrant Exercise Price. (c) In case of any capital reorganization consolidation or merger to which the Company is a party, or in case of any reclassification sale or conveyance to another corporation of the shares of Common Stock property of the CompanyCompany as an entirety or substantially as an entirety, or in the case of any consolidation statutory exchange of securities with or another corporation (including any exchange effected in connection with a merger of a third corporation into the Company into or with another corporationCompany), or the sale of all or substantially all of its assets to another corporation, which is effected in such a manner that the holders of Common Stock there shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, then, as a part no adjustment under Subsection (a) of such reorganization, reclassification, consolidation, merger, or sale, as this Section above but the case may be, lawful provision shall be made so that the holder Holder of the each Warrant then outstanding shall have the right thereafter to receive, upon the exercise hereof, convert such Warrant into the kind and amount of shares of stock or and other securities or and property which the holder he would have owned or have been entitled to receive if, immediately prior to after such reorganization, reclassification, consolidation, merger, or statutory exchange, sale, or conveyance had such Warrant been converted immediately prior to the holder had held the number effective date of Warrant Shares which were then purchasable upon the exercise of the Warrant. In such consolidation, merger, statutory exchange, sale, or conveyance and in any such case, if necessary, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein in this Section with respect to the rights and interest interests thereafter of the holder any Holders of the Warrant, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) in this Section shall thereafter correspondingly be made applicable, as nearly as may reasonably may be, in relation to any shares of stock or and other securities and property thereafter deliverable upon on the exercise of the Warrant. The provisions of this Subsection shall similarly apply to successive consolidations, mergers, statutory exchanges, sales or conveyances. (d) Upon any adjustment of the Warrant Exercise Price, then and in each such case, the Company shall give written notice thereof, by first-class mail, postage prepaid, addressed to the Holder as shown on the books of the Company, which notice shall state the Warrant Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of shares of Common Stock or other securities purchasable at such price upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

Antidilution Adjustments. If In case the Company shall at any time hereafter subdivide (i.e., stock split) or combine (i.e., reverse stock split) its outstanding shares of Common Stock, or declare a dividend payable in Common Stock, the exercise price in effect immediately prior to the subdivision, combination, combination or record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in the case of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, and the number each share of Warrant Shares Common Stock purchasable upon exercise of this the Warrant immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, combination or dividend payable in Common Stock and multiplying the result of such division against the number of Warrant Shares purchasable upon the exercise of this Warrant immediately preceding such event, so as to achieve an exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. All calculations hereunder shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may beStock. No fractional Warrant Shares shares of Common Stock are to be issued upon the exercise of this the Warrant, but the Company shall pay a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal to the same fraction of the market price per share value of Common Stock on the day of exercise as determined in good faith by the Company. In case of any capital reorganization or any reclassification of the shares of Common Stock of the Company, or in the case of any consolidation with or merger of the Company into or with another corporation, or the sale of all or substantially all of its assets to another corporation, which is corporation effected in such a manner that the holders of Common Stock common shares shall be entitled to receive stock, securities, securities or assets with respect to or in exchange for Common Stock, then, as a part of such reorganization, reclassification, consolidation, merger, merger or sale, as the case may be, lawful provision shall be made so that the holder Holder of the Warrant shall have the right thereafter to receive, upon the exercise hereof, the kind and amount of shares of stock or other securities or property which the holder would have been entitled to receive if, immediately prior to such reorganization, reclassification, consolidation, consolidation or merger, or sale, the holder Holder had held the number of Warrant Shares shares of Common Stock which were then purchasable upon the exercise of the Warrant. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interest thereafter of the holder Holder of the Warrant, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) shall thereafter be applicable, as nearly as reasonably may bemaybe, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Warrant. When any adjustment is required to be made in the exercise price, initial or adjusted, the Company shall forthwith determine the new exercise price; and (a) Prepare and retain on file a statement describing in reasonable detail the method used in arriving at the new exercise price; and (b) Cause a copy of such statement to be mailed to the Holder of the Warrant as of a date within then (10) days after the date when the circumstances giving rise to the adjustment occurred.

Antidilution Adjustments. If the Company shall at any time hereafter subdivide or combine its outstanding shares of Common Stock, or declare a dividend payable in Common Stock, the exercise price in effect immediately prior to the subdivision, combination, combination or record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in the case of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Shares purchasable upon exercise of this Warrant Warrant, immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, combination or dividend payable in Common Stock and multiplying the result of such division against the number of Warrant Shares purchasable upon the exercise of this Warrant immediately preceding such event, so as to achieve an exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. All calculations hereunder shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but the Company shall pay a cash adjustment in respect of any fraction of a share Share which would otherwise be issuable in an amount equal to the same fraction of the market price per share of Common Stock Shares on the day of exercise as determined in good faith by the Company. In case of any capital reorganization or any reclassification of the shares of Common Stock of the Company, or in the case of any consolidation with or merger of the Company into or with another corporation, or the sale of all or substantially all of its assets to another corporation, which is effected in such a manner that the holders of Common Stock shall be entitled to receive stock, securities, securities or assets with respect to or in exchange for Common Stock, then, as a part of such reorganization, reclassification, consolidation, merger, merger or sale, as the case may be, lawful provision shall be made so that the holder of the Warrant shall have the right thereafter to receive, upon the exercise hereof, the kind and amount of shares of stock or other securities or property which the holder would have been entitled to receive if, immediately prior to such reorganization, reclassification, consolidation, merger, merger or sale, the holder had held the number of Warrant Shares which were then purchasable upon the exercise of the Warrant. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interest thereafter of the holder of the Warrant, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Warrant. When any adjustment is required to be made in the exercise price, initial or adjusted, the Company shall forthwith determine the new exercise price, and (a) prepare and retain on file a statement describing in reasonable detail the method used in arriving at the new exercise price; and (b) cause a copy of such statement to be mailed to the holder of the Warrant as of a date within ten (10) days after the date when the circumstances giving rise to the adjustment occurred.

Antidilution Adjustments. If The foregoing provisions are, however, subject to the following: (1) The Warrant Exercise Price shall be subject to adjustment from time to time as hereinafter provided. Upon each adjustment of the Warrant Exercise Price, the Holder shall thereafter be entitled to purchase, at the Warrant Exercise Price resulting from such adjustment, the number of shares obtained by multiplying the Warrant Exercise Price in effect immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment and dividing the product thereof by the Warrant Exercise Price resulting from such adjustment. (2) In case the Company shall at any time hereafter subdivide or combine its divide the outstanding shares of its Common StockStock into a greater number of shares (whether pursuant to a stock split, stock dividend or declare otherwise), and conversely in case the outstanding shares of its common stock shall be combined into a dividend payable in Common Stocksmaller number of shares, the exercise price Warrant Exercise Price in effect immediately prior to the subdivision, combination, such division or record date for such dividend payable in Common Stock combination shall forthwith be proportionately increased, adjusted to reflect the reduction or increase in the case value of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Shares purchasable upon exercise of this Warrant immediately preceding each such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, or dividend payable in Common Stock and multiplying the result of such division against the number of Warrant Shares purchasable upon the exercise of this Warrant immediately preceding such event, so as to achieve an exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. All calculations hereunder shall be made to the nearest cent or to the nearest one-hundredth of a common share, as the case may be. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but the Company shall pay a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal to the same fraction of the market price per share of Common Stock on the day of exercise as determined in good faith by the Company. In case of . (3) If any capital reorganization or any reclassification of the shares of Common Stock capital stock of the Company, or in the case of any consolidation with or merger of the Company into or with another corporation, or the sale of all or substantially all of its assets to another corporation, which is corporation shall be effected in such a manner way that the holders of the Company's Common Stock shall be entitled to receive stock, securities, securities or assets with respect to or in exchange for Common Stocksuch common shares, then, as a part condition of such reorganization, reclassification, consolidation, merger, merger or sale, as the case may be, lawful provision shall be made so that the holder of the Warrant Holder shall have the right thereafter to receive, purchase and receive upon the basis and upon the terms and conditions specified in this Warrant and in lieu of the shares of the common stock of the Company immediately theretofore purchasable and receivable upon the exercise hereofof the rights represented hereby, the kind and amount of such shares of stock or stock, other securities or property which the holder assets as would have been entitled issued or delivered to receive if, immediately the Holder as if it had exercised this Warrant and had received such shares of common stock prior to such reorganization, reclassification, consolidation, mergermerger or sale. The Company shall not effect any such consolidation, merger or sale, unless prior to the holder had held consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed and mailed to the registered Holder of this Warrant at the last address of such Holder appearing on the books of the Company, the obligation to deliver to such Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such Holder may be entitled to purchase. (4) If the Company takes any other action, or if any other event occurs which does not come within the scope of the provisions of Sections 3(1) through 3(3), but which should result in an adjustment in the Warrant Exercise Price and/or the number of shares subject to this Warrant Shares in order to fairly protect the purchase rights of the Holder, an appropriate adjustment in such purchase rights shall be made by the Company. (5) Upon any adjustment of the Warrant Exercise Price, the Company shall give written notice thereof, by first class mail, postage prepaid, addressed to the registered Holder of this Warrant at the address of such Holder as shown on the books of the Company, which were then notice shall state the Warrant Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of the Warrant. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interest thereafter of the holder of the this Warrant, to setting forth in reasonable detail the end that method of calculation and the provisions set forth herein (including provisions with respect to adjustments of the exercise price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable facts upon the exercise of the Warrantwhich such calculation is based.

Antidilution Adjustments. If The Purchase Price and the number and kind of securities covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event that the Company shall at any time hereafter subdivide or combine its outstanding after the Declaration Date (A) declare and pay a dividend on the Preferred Stock payable in shares of Common Preferred Stock, or declare a dividend payable in Common (B) subdivide the outstanding Preferred Stock, (C) combine the exercise price outstanding Preferred Stock into a smaller number of shares, or (D) issue, change, or alter any of its shares of capital stock in a reclassification or recapitalization (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving Person), except as otherwise provided in this Section 11(a) and Section 7(e) hereof, then, and in each such case, the Purchase Price in effect immediately prior to at the subdivision, combination, or time of the record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in or the case effective time of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Shares purchasable upon exercise of this Warrant immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, reclassification or dividend payable recapitalization, and the number and kind of shares of capital stock issuable upon exercise of the Rights at such time, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of Preferred Stock or other capital stock which, if such Right had been exercised immediately prior to such time at the Purchase Price then in Common effect and at a time when the transfer books for the Preferred Stock (or other capital stock) of the Company were open, such holder would have owned upon such exercise and multiplying the result been entitled to receive by virtue of such division against dividend, subdivision, combination, reclassification or recapitalization. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) hereof, the number of Warrant Shares purchasable upon the exercise of adjustment provided in this Warrant immediately preceding such eventSection 11(a)(i) shall be in addition to, so as to achieve an exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. All calculations hereunder shall be made prior to, any adjustment required pursuant to Section 11(a)(ii) hereof. (ii) In the nearest cent event (A) any Person shall at any time after the Declaration Date become an Acquiring Person; or (B) any Acquiring Person or to any Affiliate of any Acquiring Person, at any time after the nearest one-hundredth of a shareDeclaration Date, as directly or indirectly, shall (1) merge into the case may be. No fractional Warrant Shares are to be issued upon Company or otherwise combine with the exercise of this WarrantCompany, but and the Company shall pay a cash adjustment in respect be the continuing or surviving corporation of such merger or combination and the Common Stock of the Company shall remain outstanding and no shares thereof shall be changed or otherwise transformed into stock or other securities of any fraction other Person or the Company or cash or any other property, (2) in one or more transactions, transfer any assets to the Company in exchange (in whole or in part) for shares of any class of its equity securities or for securities exercisable for or convertible into shares of any such class or otherwise obtain from the Company, with or without consideration, any additional shares of any such class or securities exercisable for or convertible into shares of any such class (other than as part of a share which would pro rata distribution to all holders of such class), (3) sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise be issuable dispose (in one transaction or a series of transactions) to, from or with the Company or any of the Company's Subsidiaries, assets with an amount equal aggregate fair market value in excess of 25% of the assets of the Company and its Subsidiaries determined on a consolidated basis on terms and conditions less favorable to the same fraction Company than the Company would be able to obtain through arm's-length negotiation with an unaffiliated third party, (4) receive any compensation from the Company or any of the market price per share Company's Subsidiaries other than compensation as a director of Common Stock on the day Company or for full-time employment as a regular employee at rates in accordance with the Company's (or such Subsidiary's) past practices, (5) receive the benefit (except proportionately as a stockholder), of exercise as determined in good faith any loans, advances, guarantees, pledges or other financial assistance provided by the Company or any of its Subsidiaries on terms and conditions less favorable to the Company (or such Subsidiary) than the Company would be able to obtain through arm's-length negotiation with an unaffiliated third party or (6) commence a tender or exchange offer for securities of the Company. In case of ; or (C) during such time as there is an Acquiring Person at any capital reorganization or time after the Declaration Date, there shall be any reclassification of securities (including any combination thereof), or recapitalization of the Company, or any merger or consolidation of the Company with any of its Subsidiaries (whether or not with or into or otherwise involving an Acquiring Person or any Affiliate of an Acquiring Person), or any repurchase by the Company or any of its Subsidiaries of shares of the Common Stock of the Company, or in any other class or series of securities issued by the case Company, which reclassification, recapitalization, merger, consolidation or repurchase is effected at a time when a majority of the Board consists of persons who are the Acquiring Person or its Affiliates, or nominees or designees of any consolidation with thereof, which has the effect, directly or merger indirectly, of increasing by more than 1% the proportionate share of the outstanding shares of any class of equity securities or securities exercisable for or convertible into any class of equity securities of the Company into or with another corporation, or the sale of all or substantially all any of its assets to another corporation, Subsidiaries which is effected in such a manner that the holders directly or indirectly owned by an Acquiring Person or any Affiliate of Common Stock shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, an Acquiring Person. then, as a part in each such case, upon the Close of Business 10 Business Days after the occurrence of such reorganizationevent, reclassification, consolidation, merger, or sale, as the case may be, lawful proper provision shall be made so that the each holder of the Warrant a Right, except as provided in Section 7(e) hereof, shall thereafter have the right thereafter to receive, upon exercise thereof at the Purchase Price in effect at the time of exercise in accordance with the terms of this Agreement, in lieu of a number of one one-hundredths of a share of Preferred Stock, such number of shares of Common Stock of the Company as shall equal the result obtained by (x) multiplying an amount equal to the then current Purchase Price by an amount equal to the number of one one-hundredths of a share of Preferred Stock for which a Right was or would have been exercisable immediately prior to the first occurrence of any such event whether or not such Right was then exercisable, and (y) dividing that product by 50% of the Current Market Price per share of the Common Stock of the Company (as defined in Section 11(d) hereof) determined as of the date of such first occurrence. (iii) In lieu of issuing whole or fractional shares of Common Stock in accordance with Section 7(c) hereof, the kind and amount Company shall (i) in the event that the number of shares of stock Common Stock which are authorized by the Company's charter but not outstanding or reserved for issuance for purposes other securities or property which than upon exercise of the holder would have been entitled Rights are not sufficient to receive if, immediately prior to such reorganization, reclassification, consolidation, mergerpermit the exercise in full of the Rights in accordance with Section 7(c) hereof, or sale(ii) if a majority of the Board determines that it would be appropriate and not contrary to the interests of the holders of Rights (other than any Acquiring Person or Disqualified Transferee or any Affiliate of the Acquiring Person or Disqualified Transferee), (A) determine an amount, if any, (the holder had held "Excess Amount") equal to the number excess of Warrant Shares which were then purchasable (1) the value (the "Current Value") of the whole or fractional shares of Preferred Stock (or Common Stock) issuable upon the exercise of the Warrant. In any such case, appropriate adjustment (as determined a Right in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interest thereafter of the holder of the Warrant, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Warrant.accordance with

Antidilution Adjustments. If Upon any change in the Company shall at any time hereafter subdivide or combine its number of issued and outstanding shares of Common StockStock by reason of any stock dividend, split-up, merger, recapitalization, combination, conversion, exchange of shares, or declare a dividend payable in the like or upon the issuance of any shares of Common Stock pursuant to the exercise of any options (other than the Option), warrants, convertible securities, and other rights to purchase Common Stock, the exercise price in effect immediately prior number and kind of shares subject to the subdivision, combination, or record date for such dividend payable in Common Stock Option and the Purchase Price shall forthwith be proportionately increased, in the case of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, and adjusted so that the number of Warrant Shares purchasable upon exercise shares of this Warrant immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, or dividend payable in Common Stock and multiplying the result of such division against the number of Warrant Shares purchasable upon the exercise of this Warrant immediately preceding such event, so as to achieve an exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. All calculations hereunder shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but the Company Option shall pay a cash adjustment in respect equal the same proportion of any fraction the issued and outstanding Common Stock (assuming the Option Shares have been issued) as the original number of a share which would otherwise be issuable in an amount equal Option Shares bears to the same fraction of the market price per share of Common Stock on the day of exercise as determined in good faith by the Company. In case of any capital reorganization or any reclassification of the outstanding shares of Common Stock as of the Companydate hereof (assuming the Option Shares have been issued), or in the case of any consolidation with or merger of the Company into or with another corporation, or the sale of all or substantially all of its assets to another corporation, which is effected in and such a manner that the holders of Common Stock additional shares shall be entitled to receive stocktreated as "Option Shares." If, securities, on or assets with respect to or in exchange for Common Stock, then, as a part of such reorganization, reclassification, consolidation, merger, or sale, as after the case may be, lawful provision shall be made so that the holder of the Warrant shall have the right thereafter to receive, upon the exercise date hereof, the kind and amount of shares of Company should declare or pay any cash or stock dividend (other than regular quarterly cash dividends not exceeding $0.05 per share) or other securities distribution or property which the holder would have been entitled to receive if, immediately prior to such reorganization, reclassification, consolidation, merger, or sale, the holder had held the number of Warrant Shares which were then purchasable upon the exercise of the Warrant. In issue any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein rights with respect to the rights and interest thereafter Common Stock, payable or distributable to shareholders of record on a date prior to the transfer to the name of Zions Bancorp or its nominee on the Company's stock transfer records of the holder Option Shares, and the Option is exercised, then (a) the exercise price per Option Share will be reduced by the amount of any such cash dividend or cash distribution, and (b) the whole of any such non-cash dividend, distribution, or right which would have been payable with respect to each Option Share purchased by Zions Bancorp if such shares were outstanding on the record date for such distribution will be promptly remitted and transferred by the Company to Zions Bancorp. Upon exercise of the WarrantOption, to the end that the provisions set forth herein (including provisions extent consistent with law, pending such remittance, Zions Bancorp will be entitled to all rights and privileges as owner of any such non-cash dividend, distribution, or right with respect to adjustments of the exercise price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Warranteach Option Share purchased.

Antidilution Adjustments. If the Company shall at any time hereafter subdivide or combine its outstanding shares of Common Stock, or declare a dividend payable in Common Stock, the exercise price in effect immediately prior to the subdivision, combination, or record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in the case of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Shares purchasable upon exercise of this Warrant immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, or dividend payable in Common Stock and multiplying the result of such division against the number of Warrant Shares purchasable upon the exercise of this Warrant immediately preceding such event, so as to achieve an exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. All calculations hereunder shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but the Company shall pay a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal to the same fraction of the market price per share of Common Stock on the day of exercise as determined in good faith by the Company. In case of any capital reorganization or any reclassification of the shares of Common Stock of the Company, or in the case of any consolidation with or merger of the Company into or with another corporation, or the sale of all or substantially all of its assets to another corporation, which is effected in such a manner that the holders of Common Stock shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, then, as a part of such reorganization, reclassification, consolidation, merger, or sale, as the case may be, lawful provision shall be made so that the holder of the Warrant shall have the right thereafter to receive, upon the exercise hereof, the kind and amount of shares of stock or other securities or property which the holder would have been entitled to receive if, immediately prior to such reorganization, reclassification, consolidation, merger, or sale, the holder had held the number of Warrant Shares which were then purchasable upon the exercise of the Warrant. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interest thereafter of the holder of the Warrant, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Warrant. When any adjustment is required to be made in the exercise price, initial or adjusted, the Company shall forthwith determine the new exercise price and (a) prepare and retain on file a statement describing in reasonable detail the method used in arriving at the new exercise price and (b) cause a copy of such statement to be mailed to the holder of the Warrant as of a date within ten (10) days after the date when the circumstances giving rise to the adjustment occurred.

Antidilution Adjustments. If the Company shall at any time hereafter subdivide or combine its outstanding shares of Common Stock, or declare a dividend payable in Common Stock, the exercise price in effect immediately prior to the subdivision, combination, combination or record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in the case of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, and the number each share of Warrant Shares Common Stock purchasable upon exercise of this Warrant Warrant, immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, combination or dividend payable in Common Stock and multiplying the result of such division against the number of Warrant Shares purchasable upon the exercise of this Warrant immediately preceding such event, so as to achieve an exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. All calculations hereunder shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may beStock. No fractional Warrant Shares shares of Common Stock are to be issued upon the exercise of this the Warrant, but the Company shall pay a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal to the same fraction of the market price per share of Common Stock on the day of exercise as determined in good faith by the Company. In case of any capital reorganization or any reclassification of the shares of Common Stock of the Company, or in the case of any consolidation with or merger of the Company into or with another corporation, or the sale of all or substantially all of its assets to another corporation, which is effected in such a manner that the holders of Common Stock shall be entitled to receive stock, securities, securities or assets with respect to or in exchange for Common Stock, then, as a part of such reorganization, reclassification, consolidation, merger, merger or sale, as the case may be, lawful provision shall be made so that the holder of the Warrant shall have the right thereafter to receive, upon the exercise hereof, the kind and amount of shares of stock or other securities or property which the holder would have been entitled to receive if, immediately prior to such reorganization, reclassification, consolidation, merger, merger or sale, the holder had held the number of Warrant Shares shares of Common Stock which were then purchasable upon the exercise of the Warrant. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interest thereafter of the holder of the Warrant, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Warrant. When any adjustment is required to be made in the exercise price, initial or adjusted, the Company shall forthwith determine the new exercise price, and (a) prepare and retain on file a statement describing in reasonable detail the method used in arriving at the new exercise price; and THIS WARRANT IS SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH ON PAGE 5 HEREOF. (b) cause a copy of such statement to be mailed to the holder of the Warrant as of a date within ten (10) days after the date when the circumstances giving rise to the adjustment occurred.

Antidilution Adjustments. If the Company shall at any time hereafter subdivide or combine its outstanding shares of Common Stock, or declare a dividend payable in Common Stock, or declare a dividend payable in Common Stock, the exercise price in effect immediately prior to the subdivision, combination, combination or record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in the case of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Shares Units purchasable upon exercise of this Warrant Warrant, immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, or dividend payable in Common Stock and multiplying the result of such division against the number of Warrant Shares Units purchasable upon the exercise of this Warrant immediately preceding such event, so as to achieve an exercise price and number of Warrant Shares Units purchasable after such event proportional to such exercise price and number of Warrant Shares Units purchasable immediately preceding such event. No adjustment in exercise price shall be required unless such adjustment would require an increase or decrease of at least five cents ($0.05) in such price; PROVIDED, HOWEVER, that any adjustments which are not required to be so made shall be carried forward and taken into account in any subsequent adjustment. All calculations hereunder shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. No fractional Warrant Shares Units are to be issued upon the exercise of this the Warrant, but the Company shall pay a cash adjustment in respect of any fraction of a share Unit which would otherwise be issuable in an amount equal to the same fraction of the market price per share of Common Stock Unit's on the day of exercise as determined in good faith by the Company. In case of any capital reorganization or any reclassification of the shares of Common Stock of the Company, or in the case of any consolidation with or merger of the Company into or with another corporation, or the sale of all or substantially all of its assets to another corporation, which is effected in such a manner that the holders of Common Stock shall be entitled to receive stock, securities, securities or assets with respect to or in exchange for Common Stock, then, as a part of such reorganization, reclassification, consolidation, merger, merger or sale, as the case may be, lawful provision shall be made so that the holder of the Warrant shall have the right thereafter to receive, upon the exercise hereof, the kind and amount of shares of stock or other securities or property which the holder would have been entitled to receive if, immediately prior to such reorganization, reclassification, consolidation, merger, merger or sale, the holder had held the number of Warrant Shares Units which were then purchasable upon the exercise of the Warrant. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interest thereafter of the holder of the Warrant, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Warrant. When any adjustment is required to be made in the exercise price, initial or adjusted, the Company shall forthwith determine the new exercise price, and A. Prepare and retain on file a statement describing in reasonable detail the method used in arriving at the new exercise price; and B. Cause a copy of such statement to be mailed to the holder of the Warrant as of a date within ten (10) days after the date when the circumstances giving rise to the adjustment occurred.

Antidilution Adjustments. If The Purchase Price and the number and kind of securities covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event that the Company shall at any time hereafter subdivide or combine its outstanding after the Declaration Date (A) declare and pay a dividend on the Preferred Stock payable in shares of Common Preferred Stock, or declare a dividend payable in Common (B) subdivide the outstanding Preferred Stock, (C) combine the exercise price outstanding Preferred Stock into a smaller number of shares, or (D) issue, change, or alter any of its shares of capital stock in a reclassification or recapitalization (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving Person), except as otherwise provided in this Section 11(a) and Section 7(e) hereof, then, and in each such case, the Purchase Price in effect immediately prior to at the subdivision, combination, or time of the record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in or the case effective time of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Shares purchasable upon exercise of this Warrant immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, reclassification or dividend payable in Common Stock recapitalization, and multiplying the result of such division against the number and kind of Warrant Shares purchasable upon shares of capital stock issuable at such time, shall be proportionately adjusted so that the exercise holder of this Warrant immediately preceding such event, so as to achieve an exercise price and number of Warrant Shares purchasable any Right exercised after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. All calculations hereunder shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but the Company shall pay a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal to the same fraction of the market price per share of Common Stock on the day of exercise as determined in good faith by the Company. In case of any capital reorganization or any reclassification of the shares of Common Stock of the Company, or in the case of any consolidation with or merger of the Company into or with another corporation, or the sale of all or substantially all of its assets to another corporation, which is effected in such a manner that the holders of Common Stock time shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, then, as a part of such reorganization, reclassification, consolidation, merger, or sale, as the case may be, lawful provision shall be made so that the holder of the Warrant shall have the right thereafter to receive, upon the exercise hereof, the aggregate number and kind and amount of shares of stock Preferred Stock or other securities capital stock which, if such Right had been exercisable and was exercised immediately prior to such time at the Purchase Price then in effect and at a time when the transfer books for the Preferred Stock (or property which other capital stock) of the Company were open, such holder would have owned upon such exercise and been entitled to receive ifby virtue of such dividend, immediately prior to such reorganizationsubdivision, reclassificationcombination, consolidation, merger, reclassification or salerecapitalization. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) hereof, the holder had held the number of Warrant Shares which were then purchasable upon the exercise of the Warrant. In any such case, appropriate adjustment (as determined provided in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interest thereafter of the holder of the Warrant, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Warrant.this

Antidilution Adjustments. If The conversion price in effect at any time shall be subject to adjustment as follows: A. In case the Company shall at any time hereafter (i) declare a dividend on its Shares payable in shares of its capital stock, (ii) subdivide or its outstanding Shares, (iii) combine its outstanding Shares into a smaller number of shares, or (iv) issue any shares of Common Stock, capital stock by reclassification of its Shares (including any such reclassification in connection with a consolidation or declare a dividend payable merger in Common Stockwhich the Company is the continuing person), the exercise conversion price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification shall be proportionately adjusted so that the Holder of any Security surrendered for conversion after such time shall be entitled to receive the aggregate number of Shares or other securities of the Company which he would have owned or have been entitled to receive after the happening of any of the events described above, had such Security been converted immediately prior to the happening of such event (or the record date therefor). Such adjustment shall be made successively whenever any event listed above shall occur. B. In case the Company shall fix a record date for the issuance of rights or warrants to the holders of its Shares entitling them (for a period expiring within 45 days after such record date) to subscribe for or purchase Shares or securities convertible into Shares at a price per Share (or having an initial conversion price per share) less than the current market price per Share (as defined in Paragraph G below) on such record date, the conversion price shall be adjusted so that the same shall equal the price determined by multiplying the conversion price in effect immediately prior to such record date by a fraction, of which the subdivisionnumerator shall be the number of Shares outstanding on such record date plus the number of additional Shares which the aggregate offering price of the total number of Shares so offered (or the aggregate initial conversion price of the convertible securities so offered) would purchase at such current market price per Share, combinationand of which the denominator shall be the number of Shares outstanding on such record date plus the number of Shares offered for subscription or purchase (or into which the convertible securities so offered are initially convertible). Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, or the conversion price shall again be adjusted to be the conversion price which would then be in effect if such record date had not been fixed, but such subsequent adjustment shall not affect the number of Shares issued upon any conversion prior to the date such adjustment is made. C. In case the Company shall fix a record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in the case of combination, or proportionately decreased, in the case of subdivision or declaration making of a dividend payable in Common Stock, and the number of Warrant Shares purchasable upon exercise of this Warrant immediately preceding such event, shall be changed distribution to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, or dividend payable in Common Stock and multiplying the result of such division against the number of Warrant Shares purchasable upon the exercise of this Warrant immediately preceding such event, so as to achieve an exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. All calculations hereunder shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but the Company shall pay a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal to the same fraction of the market price per share of Common Stock on the day of exercise as determined in good faith by the Company. In case of any capital reorganization or any reclassification of the shares of Common Stock of the Company, or in the case of any consolidation with or merger of the Company into or with another corporation, or the sale of all or substantially all of its assets to another corporation, which is effected in such a manner that the holders of Common Stock its Shares (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing person) of evidences of its indebtedness or assets (other than cash dividends out of retained earnings) or subscription rights or warrants (excluding those referred to in Paragraph B above), then in each such case the conversion price in effect after such record date shall be entitled to receive stock, securities, or assets with respect to or determined by multiplying the conversion price in exchange for Common Stock, then, as a part of such reorganization, reclassification, consolidation, merger, or sale, as the case may be, lawful provision shall be made so that the holder of the Warrant shall have the right thereafter to receive, upon the exercise hereof, the kind and amount of shares of stock or other securities or property which the holder would have been entitled to receive if, effect immediately prior to such reorganizationrecord date by a fraction, reclassification, consolidation, merger, or sale, the holder had held the number of Warrant Shares which were then purchasable upon the exercise of the Warrant. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interest thereafter of the holder of the Warrant, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Warrant.the

Antidilution Adjustments. If The provisions of this Warrant are subject to adjustment as provided in this Section 5; provided that no adjustment shall be made pursuant to this Section 5 which has the effect of duplicating any adjustment made pursuant to the Articles of Incorporation of the Company or any certificate of designation thereto, if any. (a) The Warrant Exercise Price shall be subject to adjustment from time to time as hereinafter provided. Upon each adjustment of the Warrant Exercise Price the holder of this Warrant shall thereafter be entitled to purchase the number of shares of Common Stock of the Company obtained by multiplying the Warrant Exercise Price in effect immediately prior to such adjustment by the number of shares issuable pursuant to exercise immediately prior to such adjustment and dividing the product thereof by the Warrant Exercise Price resulting from such adjustment. (b) Except for (i) options, warrants or other rights to purchase securities outstanding on the date of the issuance of this Warrant (provided there is no adjustment to the terms of such options, warrants or other securities on or after the date of issuance of this Warrant); (ii) options to purchase shares of Common Stock and the issuance of awards of Common Stock pursuant to stock option or employee stock purchase plans adopted by the Company and shares of Common Stock issued upon the exercise of such options granted pursuant to such plans (provided there is no adjustment to the terms of such options, awards or other securities on or after the date of issuance of this Warrant) (appropriately adjusted to reflect stock splits, combinations, stock dividends, reorganizations, consolidations and similar changes); (iii) up to four separate issues or sales by the Company during any twelve month period, none of which shall exceed 25,000 shares of Common Stock or securities convertible into or exercisable for the purchase of Common Stock; and (iv) Common Stock or securities convertible into or exercisable for the purchase of Common Stock issued in connection with any merger or acquisition of any business or tangible or intangible assets which is approved by the Company’s Board of Directors; if and whenever the Company shall issue or sell any additional securities, warrants or rights or any security convertible or exchangeable into equity, securities, warrants or rights (collectively, “Convertible Securities”) for a consideration per share less than the Warrant Exercise Price in effect immediately prior to the time of such issue or sale, then, forthwith upon such issue or sale, the Warrant Exercise Price shall be adjusted to a price determined by multiplying such Warrant Exercise Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issuance plus the number of shares of Common Stock that the aggregate consideration received by the Company for such issuance would purchase at such Warrant Exercise Price; and the denominator of which shall be the number of shares of such additional Common Stock and the number of shares of Common Stock outstanding prior to such issuance. For the purpose of the above calculation, the number of shares of Common Stock immediately prior to such issuance shall be calculated on a fully-diluted basis, as if this Warrant and any other outstanding warrants, options or other rights for the purchase of shares of stock or Convertible Securities had been fully exercised as of such date. Except as provided in Section 5(e) below, no further adjustments of the Warrant Exercise Price shall be made upon the actual issuance of Common Stock or of any Convertible Securities upon the exercise of such rights or options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities. (c) For purposes of this Section 5, in case any shares of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Company therefor, without deducting therefrom any expenses incurred or any underwriting commissions, discounts or concessions paid or allowed by the Company in connection therewith. In case any shares of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration as determined by the Board of Directors of the Company, without deducting therefrom any expenses incurred or any underwriting commissions, discounts or concessions paid or allowed by the Company in connection therewith. In case any shares of Common Stock or Convertible Securities or any rights or options to purchase such Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration therefor shall be deemed to be the fair value as determined by the Board of Directors of the Company of such portion of the assets and business of the non-surviving corporation or corporations as such Board shall determine to be attributable to such Common Stock, Convertible Securities, rights or options, as the case may be. In the event of any consolidation or merger of the Company in which the Company is not the surviving corporation or in the event of any sale of all or substantially all of the assets of the Company for stock or other securities of any other corporation, the Company shall be deemed to have issued a number of shares of its Common Stock for stock or securities of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated and for a consideration equal to the fair market value on the date of such transaction of such stock or securities of the other corporation, and if any such calculation results in adjustment of the Warrant Exercise Price, the determination of the number of shares of Common Stock issuable upon exercise immediately prior to such merger, conversion or sale, for purposes of Section 5(f) below, shall be made after giving effect to such adjustment of the Warrant Exercise Price. (d) In case the Company shall at any time hereafter subdivide or combine its outstanding shares of Common Stock, or declare Stock into a dividend payable in Common Stockgreater number of shares, the exercise price Warrant Exercise Price in effect immediately prior to such subdivision shall be proportionately reduced, and conversely, in case the subdivisionoutstanding shares of Common Stock of the Company shall be combined into a smaller number of shares, combinationthe Warrant Exercise Price in effect immediately prior to such combination shall be proportionately increased. (e) If (i) the purchase price provided for in any right or option referred to in Section 5(b), or record date (ii) the additional consideration, if any, payable upon the conversion or exchange of Convertible Securities, or (iii) the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock, shall change at any time (other than under or by reason of provisions designed to protect against dilution), or any Convertible Securities shall terminate, expire or cease to be outstanding without exercise thereof, the Warrant Exercise Price then in effect hereunder shall forthwith be increased or decreased to such dividend payable Warrant Exercise Price as would have applied had the adjustments made upon the issuance of such rights, options or Convertible Securities been made upon the basis of (a) the issuance of the number of shares of Common Stock theretofore actually delivered upon the exercise of such options or rights or upon the conversion or exchange of such Convertible Securities, and the total consideration received therefor, and (b) the issuance at the time of such change of any such options, rights, or Convertible Securities then still outstanding for the consideration, if any, received by the Company therefor and to be received on the basis of such changed price; and on the expiration of any such option or right or the termination of any such right to convert or exchange such Convertible Securities, the Warrant Exercise Price then in effect hereunder shall forthwith be increased to such Warrant Exercise Price as would have been obtained had the adjustments made upon the issuance of such rights or options or Convertible Securities been made upon the basis of the issuance of the shares of Common Stock theretofore actually delivered (and the total consideration received therefor) upon the exercise of such rights or options or upon the conversion or exchange of such Convertible Securities. If the purchase price provided for in any right or option referred to in Section 5(b), or the rate at which any Convertible Securities referred to in Section 5(b) are convertible into or exchangeable for Common Stock, shall decrease at any time under or by reason of provisions with respect thereto designed to protect against dilution, then in case of the delivery of Common Stock upon the exercise of any such right or option or upon conversion or exchange of any such Convertible Security, the Warrant Exercise Price then in effect hereunder shall forthwith be decreased to such Warrant Exercise Price as would have applied had the adjustments made upon the issuance of such right, option or Convertible Security been made upon the basis of the issuance of (and the total consideration received for) the shares of Common Stock delivered as aforesaid. (f) If any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation shall be effected in such a way that holders of Common Stock shall forthwith be proportionately increasedentitled to receive stock, securities or assets with respect to or in the case of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in exchange for Common Stock, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, and except as otherwise provided herein, lawful and adequate provision shall be made whereby the holder of this Warrant shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of the Common Stock of the Company immediately theretofore receivable upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of Warrant Shares purchasable upon exercise of this Warrant immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, or dividend payable in Common Stock and multiplying the result shares of such division against the number of Warrant Shares purchasable stock immediately theretofore receivable upon the exercise of this Warrant immediately preceding had such eventreorganization, so as reclassification, consolidation, merger or sale not taken place, and in any such case appropriate provision shall be made with respect to achieve an exercise price the rights and interests of the holder of this Warrant to the end that the provisions hereof (including without limitation provisions for adjustments of the Warrant Exercise Price and of the number of Warrant Shares purchasable after shares receivable upon the exercise hereof) shall thereafter be applicable, as nearly as may be in relation to any shares of stock, securities or assets thereafter receivable upon the exercise of this Warrant. The Company shall not effect any such event proportional consolidation, merger or sale, unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed and mailed to the registered holder of this Warrant, at the last address of such holder appearing on the books of the Company, the obligation to deliver to such exercise price holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to receive. (g) Upon any adjustment of the Warrant Exercise Price, the Company shall give written notice thereof, by first-class mail, postage prepaid, addressed to the registered holder of this Warrant, as shown on the books of the Company, which notice shall state the Warrant Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. No adjustment to the Warrant Shares purchasable immediately preceding Exercise Price shall be required unless such eventadjustment would require an increase or decrease of at least five cents ($0.05); provided, however, that any adjustments which by reason of this Section 5(g) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; and, provided further, that adjustment shall be required and made in accordance with the provisions of this Section 5 (other than this Section 5(g)) not later than such time as may be required in order to preserve the tax-free nature of a distribution to the holders of shares of Common Stock. All calculations hereunder under this Section 5 shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. No fractional Warrant Shares are Anything in this Section 5 to be issued upon the exercise of this Warrantcontrary notwithstanding, but the Company shall pay a cash adjustment be entitled to make such increases in respect the conversion rate in addition to those required by this Section 5 as it in its discretion shall determine to be advisable in order that any stock dividends, subdivisions of any fraction shares, distribution of a share which would otherwise be issuable in an amount equal rights to the same fraction purchase stock or securities, or distribution of the market price per share of Common Stock on the day of exercise as determined in good faith securities convertible into or exchangeable for stock hereafter made by the Company. Company to its stockholders shall not be taxable. (h) In case of at any time: (i) there shall be any capital reorganization reorganization, or any reclassification of the shares of Common Stock capital stock of the Company, or in the case of any consolidation with or merger of the Company into or with another corporationwith, or the sale of all or substantially all of its assets to to, another corporation, which is effected in such a manner that the holders of Common Stock ; or (ii) there shall be entitled a voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in any one or more of said cases, the Company shall give written notice, by first-class mail, postage prepaid, addressed to receive stockthe registered holder of this Warrant at the address of such holder as shown on the books of the Company, securitiesof the date on which (a) the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights, or assets with respect to or in exchange for Common Stock, then, as a part of (b) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or salewinding up shall take place, as the case may be. Such notice shall also specify the date as of which the holders of Common Stock of record shall participate in such dividend, lawful provision distribution or subscription rights, or shall be made so that the holder of the Warrant shall have the right thereafter entitled to receive, upon the exercise hereof, the kind and amount of shares of stock exchange their Common Stock for securities or other securities or property which the holder would have been entitled to receive if, immediately prior to deliverable upon such reorganization, reclassification, consolidation, merger, or sale, dissolution, liquidation, or winding up, as the holder had held case may be. Such written notice shall be given at least twenty (20) days prior to the number action in question and not less than twenty (20) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. (i) If any event occurs as to which in the opinion of Warrant Shares which were then purchasable upon the exercise of the Warrant. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) Company the other provisions of this Section 5 are not strictly applicable or if strictly applicable would not fairly protect the rights of the holder of this Warrant in accordance with the essential intent and principles of such provisions, then the Board of Directors shall be made make an adjustment in the application of such provisions, in accordance with such essential intent and principles, so as to protect such rights as aforesaid. (j) As used in this Section 5 the provisions set forth herein with respect to term “Common Stock” shall mean and include the rights Company’s presently authorized Common Stock and interest thereafter any additional Common Stock that may be authorized by due action of the holder Company’s Board of the Warrant, Directors and shareholders entitled to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Warrantvote thereon.

Antidilution Adjustments. If The Purchase Price and the number and kind of securities covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event that the Company shall at any time hereafter subdivide or combine its outstanding after the Declaration Date (A) declare and pay a dividend on the Preferred Stock payable in shares of Common Preferred Stock, or declare a dividend payable in Common (B) subdivide the outstanding Preferred Stock, (C) combine the exercise price outstanding Preferred Stock into a smaller number of shares, or (D) issue, change, or alter any of its shares of capital stock in a reclassification or recapitalization (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving Person), except as otherwise provided in this Section 11(a) and Section 7(e) hereof, then, and in each such case, the Purchase Price in effect immediately prior to at the subdivision, combination, or time of the record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in or the case effective time of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Shares purchasable upon exercise of this Warrant immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, reclassification or dividend payable recapitalization, and the number and kind of shares of capital stock issuable at such time, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of Preferred Stock or other capital stock which, if such Right had been exercised immediately prior to such time at the Purchase Price then in Common effect and at a time when the transfer books for the Preferred Stock (or other capital stock) of the Company were open, such holder would have owned upon such exercise and multiplying the result been entitled to receive by virtue of such division against dividend, subdivision, combination, reclassification or recapitalization. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) hereof, the number of Warrant Shares purchasable upon the exercise of adjustment provided in this Warrant immediately preceding such eventSection 11(a)(i) shall be in addition to, so as to achieve an exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. All calculations hereunder shall be made prior to, any adjustment required pursuant to Section 11(a)(ii) hereof. (ii) In the nearest cent event (A) any Person shall at any time after the Declaration Date become an Acquiring Person; or (B) any Acquiring Person or to any Affiliate of any Acquiring Person, at any time after the nearest one-hundredth of a shareDeclaration Date, as directly or indirectly, shall (1) merge into the case may be. No fractional Warrant Shares are to be issued upon Company or otherwise combine with the exercise of this WarrantCompany, but and the Company shall pay a cash adjustment in respect be the continuing or surviving corporation of such merger or combination and the Common Stock of the Company shall remain outstanding and no shares thereof shall be changed or otherwise transformed into stock or other securities of any fraction other Person or the Company or cash or any other property, (2) in one or more transactions, transfer any assets to the Company in exchange (in whole or in part) for shares of any class of its equity securities or for securities exercisable for or convertible into shares of any such class or otherwise obtain from the Company, with or without consideration, any additional shares of any such class or securities exercisable for or convertible into shares of any such class (other than as part of a share which would pro rata distribution to all holders of such class), (3) sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise be issuable dispose (in one transaction or a series of transactions) to, from or with the Company or any of the Company's Subsidiaries, assets with an amount equal aggregate fair market value in excess of 25% of the assets of the Company on terms and conditions less favorable to the same fraction Company than the Company would be able to obtain through arm's-length negotiation with an unaffiliated third party, (4) receive any compensation from the Company or any of the market price per share Company's Subsidiaries other than compensation as a director of Common Stock on the day Company or for full-time employment as a regular employee at rates in accordance with the Company's (or such Subsidiary's) past practices, (5) receive the benefit (except proportionately as a stockholder) of exercise as determined in good faith any loans, advances, guarantees, pledges or other financial assistance provided by the Company or any of its Subsidiaries on terms and conditions less favorable to the Company than the Company would be able to obtain through arm's-length negotiation with an unaffiliated third party or (6) commence a tender or exchange offer for securities of the Company. In case of ; or (C) during such time as there is an Acquiring Person at any capital reorganization or time after the Declaration Date, there shall be any reclassification of securities (including any combination thereof), or recapitalization of the Company, or any merger or consolidation of the Company with any of its Subsidiaries, or any repurchase by the Company or any of its Subsidiaries of shares of the Common Stock of the Company, or in any other class or series of securities issued by the case Company, which reclassification, recapitalization, merger or consolidation or repurchase is effected at a time when a majority of any consolidation with or merger the Board of Directors of the Company consists of persons who are the Acquiring Person or its Affiliates, nominees or designees thereof (whether or not with or into or with another corporationotherwise involving an Acquiring Person or any Affiliate of an Acquiring Person), which has the effect, directly or indirectly, of increasing by more than 1% the sale proportionate share of all the outstanding shares of any class of equity securities or substantially all securities exercisable for or convertible into any class of equity securities of the Company or any of its assets to another corporation, Subsidiaries which is effected in such a manner that the holders directly or indirectly owned by an Acquiring Person or any Affiliate of Common Stock shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, an Acquiring Person then, as a part in each such case, upon the Close of Business 15 Business Days after the occurrence of such reorganizationevent, reclassification, consolidation, merger, or sale, as the case may be, lawful proper provision shall be made so that the each holder of the Warrant a Right, except as provided in Section 7(e) hereof, shall thereafter have the right thereafter to receive, upon exercise thereof at the Purchase Price in effect at the time of exercise in accordance with the terms of this Agreement, in lieu of a number of one one-hundredths of a share of Preferred Stock, such number of shares of Common Stock of the Company as shall equal the result obtained by (x) multiplying an amount equal to the then current Purchase Price by an amount equal to the number of one one-hundredths of a share of Preferred Stock for which a Right was or would have been exercisable immediately prior to the first occurrence of any such event whether or not such Right was then exercisable, and (y) dividing that product by 50% of the Current Market Price per share of the Common Stock of the Company (as defined in Section 11(d) hereof) determined as of the date of such first occurrence. (iii) In lieu of issuing whole or fractional shares of Common Stock in accordance with Section 7(c) hereof, the kind and amount Company shall (i) in the event that the number of shares of stock Common Stock which are authorized by the Company's charter but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights are not sufficient to permit the exercise in full of the Rights in accordance with Section 7(c) hereof, or (ii) if a majority of the Board determines that it would be appropriate and not contrary to the interests of the holders of Rights (other than any Acquiring Person or Disqualified Transferee or any Affiliate of the Acquiring Person or Disqualified Transferee), (A) determine an amount, if any, (the "Excess Amount") equal to the excess of (1) the value (the "Current Value") of the whole or fractional shares of Preferred Stock (or Common Stock) issuable upon the exercise of a Right in accordance with Section 7(c) hereof, over (2) the Purchase Price, and (B) with respect to each Right, (subject to Section 7(e) hereof) make adequate provision to substitute for such whole or fractional shares of Preferred Stock (or Common Stock), upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) Common Stock or other equity securities of the Company (including, without limitation, shares or property units of Preferred Stock or preferred stock which the Board has deemed in good faith to have the same value as a share of Common Stock (such shares of preferred stock being referred to herein as "Common Stock Equivalents")), (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing (which would include the additional consideration provided to any holder would by reducing the Purchase Price) having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board; provided, however, subject to the provisions -------- ------- of Section 9(e), that if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within 30 days following the Close of Business 15 Business Days after the first occurrence of a Common Stock Event described in Section 11(a)(ii) hereof, then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, whole or fractional shares of Preferred Stock (or Common Stock) (to the extent available) and then, if necessary, cash, securities, and/or assets which in the aggregate are equal to the Excess Amount. If the Board shall determine in good faith that it is likely that sufficient additional shares of Common Stock or Common Stock Equivalents could be authorized for issuance upon exercise in full of the Rights, the 30-day period set forth above may be extended to the extent necessary, but not more than 90 days following the Close of Business 15 Business Days after the first occurrence of such a Common Stock Event (such 30 day period) as it may be extended to 90 days, is referred to herein as the "Substitution Period"). To the extent that the Company determines that some action is to be taken pursuant to the preceding provisions of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof, that (except as to the form of consideration which shall be determined as appropriate by a majority of the Board) such action shall apply uniformly to all outstanding Rights which shall not have become null and void, and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such provisions and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been entitled temporarily suspended. The Company shall thereafter issue a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of the Common Stock issuable upon exercise of a Right in accordance with Section 7(c) hereof shall be the Current Market Price per share of the Common Stock (as determined pursuant to receive ifSection 11(d) hereof) on the Close of Business 15 Business Days after the date of the first occurrence of such a Common Stock Event and the value of any Common Stock Equivalent shall be deemed to be equal to the Current Market Price per share of the Common Stock on such date. (b) In the event the Company shall, after the Dividend Record Date, fix a record date for the issuance of any options, warrants, or other rights to all holders of Preferred Stock entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase (i) Preferred Stock or (ii) shares having the same rights, privileges and preferences as the shares of any number of one one-hundredths of a share of Preferred Stock ("Equivalent Preferred Stock") or (iii) securities convertible into Preferred Stock or Equivalent Preferred Stock at a price per share of Preferred Stock or Equivalent Preferred Stock (or having a conversion price per share of Common Stock, if a security is convertible into Preferred Stock or Equivalent Preferred Stock) less than the Current Market Price per share of Preferred Stock (determined in accordance with Section 11(d) hereof) determined as of such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such reorganization, reclassification, consolidation, merger, or salerecord date by a fraction, the holder had held numerator of which shall be the number of Warrant Shares shares of Preferred Stock outstanding on such record date plus the number of shares of Preferred Stock and/or Equivalent Preferred Stock which were then purchasable upon the exercise aggregate minimum offering price of the Warranttotal number of shares of one one-hundredths of a share of Preferred Stock and/or Equivalent Preferred Stock so to be offered (and/or the aggregate minimum conversion price of such convertible securities so to be offered) would purchase at such Current Market Price, and the denominator of which shall be the number of shares of Preferred Stock outstanding on such record date plus the maximum number of additional shares of Preferred Stock and/or Equivalent Preferred Stock to be offered for subscription or purchase (or the maximum number of shares into which such convertible securities so to be offered are convertible). In any case such casesubscription price may be paid by delivery of consideration part or all of which shall be in a form other than cash, appropriate adjustment (for purposes of this Section 11(b) the value of such consideration shall be the fair market value thereof as determined in good faith by the Board (which determination shall be described in an Officers' Certificate filed with the Rights Agent). Shares of Directors Preferred Stock owned by or held for the account of the Company) Company shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed; and in the application event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed (subject, however, to such other adjustments as are provided herein). (c) In the event that the Company shall, after the Dividend Record Date, fix a record date for the making of a distribution to all holders of Preferred Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving or continuing Person) of evidences of indebtedness, cash (other than cash dividends paid out of the provisions set forth herein with respect to the rights and interest thereafter earnings or retained earnings of the holder Company and its Subsidiaries determined on a consolidated basis in accordance with generally accepted accounting principles consistently applied), other property (other than a dividend payable in a number of one one-hundredths of a share of Preferred Stock, but including any dividend payable in capital stock other than Preferred Stock), or subscription rights or warrants (excluding those referred to in Section 11(b) hereof), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, of which the numerator shall be the Current Market Price per share of Preferred Stock (as defined in Section 11(d) hereof) determined as of such record date, less the sum of that portion of cash plus the fair market value, as ---- determined in good faith by the Board (which determination shall be described in an Officers' Certificate filed with the Rights Agent) of that portion of such evidences of indebtedness, such other property, and/or such subscription rights or warrants applicable to one share of Common Stock and of which the denominator shall be such Current Market Price per share of the WarrantPreferred Stock. Such adjustments shall be made successively whenever such a record date is fixed; and in the event such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed (subject, however, to such other adjustments as are provided herein). (d) For purposes of any computation pursuant to Section 11(a)(iii) hereof, the end that "Current Market Price" per share (or unit) of any security on any date shall be deemed to be the provisions set forth herein (including provisions with respect to adjustments average of the exercise price) shall thereafter be applicabledaily Closing Price of such security for the 10 consecutive Trading Days immediately after such date and for the purpose of any other computation hereunder, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Warrant.the

Antidilution Adjustments. If The provisions of this Warrant are subject to adjustment as provided in this Section 5; provided that no adjustment shall be made pursuant to this Section 5 which has the effect of duplicating any adjustment made pursuant to the Articles of Incorporation of the Company or any certificate of designation thereto, if any. (a) In case the Company shall at any time hereafter subdivide or combine its outstanding shares of Common Stock, or declare Stock into a dividend payable in Common Stockgreater number of shares, the exercise price Warrant Exercise Price in effect immediately prior to such subdivision shall be proportionately reduced, and conversely, in case the subdivisionoutstanding shares of Common Stock of the Company shall be combined into a smaller number of shares, combinationthe Warrant Exercise Price in effect immediately prior to such combination shall be proportionately increased. (b) If any capital reorganization or reclassification of the capital stock of the Company, or record date for consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation shall be effected in such dividend payable in a way that holders of Common Stock shall forthwith be proportionately increasedentitled to receive stock, securities or assets with respect to or in the case of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in exchange for Common Stock, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, and except as otherwise provided herein, lawful and adequate provision shall be made whereby the holder of this Warrant shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of the Common Stock of the Company immediately theretofore receivable upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of Warrant Shares purchasable upon exercise of this Warrant immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, or dividend payable in Common Stock and multiplying the result shares of such division against the number of Warrant Shares purchasable stock immediately theretofore receivable upon the exercise of this Warrant immediately preceding had such eventreorganization, so reclassification, consolidation, merger or sale not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of the holder of this Warrant to the end that the provisions hereof (including without limitation provisions for adjustments of the Warrant Exercise Price and of the number of shares receivable upon the exercise hereof) shall thereafter be applicable, as nearly as may be in relation to achieve an any shares of stock, securities or assets thereafter receivable upon the exercise price of this Warrant. The Company shall not effect any such consolidation, merger or sale, unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed and mailed to the registered holder of this Warrant, at the last address of such holder appearing on the books of the Company, the obligation to deliver to such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to receive. (c) Simultaneously with any adjustment to the Exercise Price pursuant to Sections 5(a) or 5(b) hereunder, the number of Warrant Shares purchasable that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that after such event proportional to such exercise price and adjustment the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be the same as the aggregate Exercise Price in effect immediately prior to such adjustment. (d) Upon any adjustment of the Warrant Exercise Price, the Company shall give written notice thereof, by first-class mail, postage prepaid, addressed to the registered holder of this Warrant, as shown on the books of the Company, which notice shall state the Warrant Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable immediately preceding at such eventprice upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. All calculations hereunder under this Section 5 shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but the Company shall pay a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal to the same fraction of the market price per share of Common Stock on the day of exercise as determined in good faith by the Company. . (e) In case of at any time: (i) there shall be any capital reorganization reorganization, or any reclassification of the shares of Common Stock capital stock of the Company, or in the case of any consolidation with or merger of the Company into or with another corporationwith, or the sale of all or substantially all of its assets to to, another corporation, which is effected in such a manner that the holders of Common Stock ; or (ii) there shall be entitled a voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in any one or more of said cases, the Company shall give written notice, by first-class mail, postage prepaid, addressed to receive stockthe registered holder of this Warrant at the address of such holder as shown on the books of the Company, securitiesof the date on which (a) the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights, or assets with respect to or in exchange for Common Stock, then, as a part of (b) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or salewinding up shall take place, as the case may be. Such notice shall also specify the date as of which the holders of Common Stock of record shall participate in such dividend, lawful provision distribution or subscription rights, or shall be made so that the holder of the Warrant shall have the right thereafter entitled to receive, upon the exercise hereof, the kind and amount of shares of stock exchange their Common Stock for securities or other securities or property which the holder would have been entitled to receive if, immediately prior to deliverable upon such reorganization, reclassification, consolidation, merger, or sale, dissolution, liquidation, or winding up, as the holder had held case may be. Such written notice shall be given at least twenty (20) days prior to the number action in question and not less than twenty (20) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. (f) If any event occurs as to which in the opinion of Warrant Shares which were then purchasable upon the exercise of the Warrant. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) Company the other provisions of this Section 5 are not strictly applicable or if strictly applicable would not fairly protect the rights of the holder of this Warrant in accordance with the essential intent and principles of such provisions, then the Board of Directors shall be made make an adjustment in the application of such provisions, in accordance with such essential intent and principles, so as to protect such rights as aforesaid. (g) As used in this Section 5 the provisions set forth herein with respect to term “Common Stock” shall mean and include the rights Company’s presently authorized Common Stock and interest thereafter any additional common stock that may be authorized by due action of the holder Company’s Board of the Warrant, Directors and shareholders entitled to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Warrantvote thereon.

Antidilution Adjustments. If the Company shall at any time hereafter subdivide or combine its outstanding shares of Common Stock, or declare a dividend payable in Common Stock, the exercise price in effect immediately prior to the subdivision, combination, or record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in the case of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Shares shares purchasable upon exercise of this Warrant Option immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, or dividend payable in Common Stock and multiplying the result of such division against the number of Warrant Shares shares purchasable upon the exercise of this Warrant Option immediately preceding such event, so as to achieve an exercise price and number of Warrant Shares shares purchasable after such event proportional to such exercise price and number of Warrant Shares shares purchasable immediately preceding such event. All calculations hereunder shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. No fractional Warrant Shares shares are to be issued upon the exercise of this WarrantOption, but the Company shall pay a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal to the same fraction of the market price per share of Common Stock on the day of exercise as determined in good faith by the Company. In case of any capital reorganization or any reclassification of the shares of Common Stock of the Company, or in the case of any consolidation with or merger of the Company into or with another corporation, or the sale of all or substantially all of its assets to another corporation, which is effected in such a manner that the holders of Common Stock shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, then, as a part of such reorganization, reclassification, consolidation, merger, or sale, as the case may be, lawful provision shall be made so that the holder of the Warrant Grantee shall have the right thereafter to receive, upon the exercise hereof, the kind and amount of shares of stock or other securities or property which the holder Grantee would have been entitled to receive if, immediately prior to such reorganization, reclassification, consolidation, merger, or sale, the holder Grantee had held the number of Warrant Shares shares which were then purchasable upon the exercise of the Warrantthis Option. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interest thereafter of the holder of the WarrantGrantee, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Warrantthis Option.

Antidilution Adjustments. If The provisions of this Warrant are subject to adjustment as provided in this Section 5. (a) The Warrant Exercise Price shall be adjusted from time to time such that in case the Company shall at hereafter: (i) pay any time hereafter dividends on any class of stock of the Company payable in Common Stock or securities convertible into Common Stock; (ii) subdivide or its then outstanding shares of Common Stock into a greater number of shares; or (iii) combine its outstanding shares of Common Stock, by reclassification or declare a dividend payable otherwise; then, in Common Stockany such event, the exercise price Warrant Exercise Price in effect immediately prior to such event shall (until adjusted again pursuant hereto) be adjusted immediately after such event to a price (calculated to the subdivisionnearest full cent) determined by dividing (a) the number of shares of Common Stock outstanding immediately prior to such event, combinationmultiplied by the then existing Warrant Exercise Price, or by (b) the total number of shares of Common Stock outstanding immediately after such event (including the maximum number of shares of Common Stock issuable in respect of any securities convertible into Common Stock), and the resulting quotient shall be the adjusted Warrant Exercise Price per share. An adjustment made pursuant to this Subsection shall become effective immediately after the record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in the case of combination, a dividend or proportionately decreased, distribution and shall become effective immediately after the effective date in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Shares purchasable upon exercise of this Warrant immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combinationcombination or reclassification. If, as a result of an adjustment made pursuant to this Subsection, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or dividend payable in more classes of capital stock or shares of Common Stock and multiplying other capital stock of the result Company, the Board of Directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Warrant Exercise Price between or among shares of such division against the number classes of Warrant Shares purchasable upon the exercise capital stock or shares of this Warrant immediately preceding such event, so as to achieve an exercise price Common Stock and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such eventother capital stock. All calculations hereunder under this Subsection shall be made to the nearest cent or to the nearest one-hundredth 1/100 of a share, as the case may be. No fractional In the event that at any time as a result of an adjustment made pursuant to this Subsection, the holder of any Warrant Shares are thereafter surrendered for exercise shall become entitled to be issued receive any shares of the Company other than shares of Common Stock, thereafter the Warrant Exercise Price of such other shares so receivable upon the exercise of this Warrant, but the Company any Warrant shall pay be subject to adjustment from time to time in a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal manner and on terms as nerly equivalent as practicable to the same fraction provisions with respect to Common Stock contained in this Section. (b) Upon each adjustment of the market price per share Warrant Exercise Price pursuant to Section 5(a) above, the Holder of Common Stock on each Warrant shall thereafter (until another such adjustment) be entitled to purchase at the day adjusted Warrant Exercise Price the number of exercise shares, calculated to the nearest full share, obtained by multiplying the number of shares specified in such Warrant (as determined adjusted as a result of all adjustments in good faith the Warrant Exercise Price in effect prior to such adjustment) by the Company. Warrant Exercise Price in effect prior to such adjustment and dividing the product so obtained by the adjusted Warrant Exercise Price. (c) In case of any capital reorganization 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 reclassification sale or conveyance to another corporation of the shares of Common Stock property of the CompanyCompany as an entirety or substantially as an entirety, or in the case of any consolidation statutory exchange of securities with or another corporation (including any exchange effected in connection with a merger of a third corporation into the Company into or with another corporationCompany), or the sale of all or substantially all of its assets to another corporation, which is effected in such a manner that the holders of Common Stock there shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, then, as a part no adjustment under Subsection (a) of such reorganization, reclassification, consolidation, merger, or sale, as this Section above but the case may be, lawful provision shall be made so that the holder Holder of the each Warrant then outstanding shall have the right thereafter to receive, upon the exercise hereof, convert such Warrant into the kind and amount of shares of stock or and other securities or and property which the holder he would have owned or have been entitled to receive if, immediately prior to after such reorganization, reclassification, consolidation, merger, or statutory exchange, sale, or conveyance had such Warrant been converted immediately prior to the holder had held the number effective date of Warrant Shares which were then purchasable upon the exercise of the Warrant. In such consolidation, merger, statutory exchange, sale, or conveyance and in any such case, if necessary, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein in this Section with respect to the rights and interest interests thereafter of the holder any Holders of the Warrant, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) in this Section shall thereafter correspondingly be made applicable, as nearly as may reasonably may be, in relation to any shares of stock or and other securities and property thereafter deliverable upon on the exercise of the Warrant. The provisions of this Subsection shall similarly apply to successive consolidations, mergers, statutory exchanges, sales or conveyances. (d) Upon any adjustment of the Warrant Exercise Price, then and in each such case, the Company shall give written notice thereof, by first-class mail, postage prepaid, addressed to the Holder as shown on the books of the Company, which notice shall state the Warrant Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of shares of Common Stock purchasable at such price upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

Antidilution Adjustments. If the Company shall at any time hereafter subdivide or combine its outstanding shares of Common Stock, or declare a dividend payable in Common Stock, the exercise price in effect immediately prior to the subdivision, combination, combination or record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in the case of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, and the number each share of Warrant Shares Common Stock purchasable upon exercise of this Warrant Warrant, immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, combination or dividend payable in Common Stock and multiplying the result of such division against the number of Warrant Shares purchasable upon the exercise of this Warrant immediately preceding such event, so as to achieve an exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. All calculations hereunder shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may beStock. No fractional Warrant Shares shares of Common Stock are to be issued upon the exercise of this the Warrant, but the Company shall pay a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal to the same fraction of the market price per share of Common Stock on the day of exercise as determined in good faith by the Company. In case of any capital reorganization or any reclassification of the shares of Common Stock of the Company, or in the case of any consolidation with or merger of the Company into or with another corporation, or the sale of all or substantially all of its assets to another corporation, which is effected in such a manner that the holders of Common Stock shall be entitled to receive stock, securities, securities or assets with respect to or in exchange for Common Stock, then, as a part of such reorganization, reclassification, consolidation, merger, merger or sale, as the case may be, lawful provision shall be made so that the holder of the Warrant shall have the right thereafter to receive, upon the exercise hereof, the kind and amount of shares of stock or other securities or property which the holder would have been entitled to receive if, immediately prior to such reorganization, reclassification, consolidation, merger, merger or sale, the holder had held the number of Warrant Shares shares of Common Stock which were then purchasable upon the exercise of the Warrant. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interest thereafter of the holder of the Warrant, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Warrant.. When any adjustment is required to be made in the exercise price, initial or adjusted, the Company shall forthwith determine the new exercise price, and 1. prepare and retain on file a statement describing in reasonable detail the method used in arriving at the new exercise price; and

Antidilution Adjustments. If The Series A Conversion Price and the Company Series B Conversion Price shall at be subject to adjustment as follows if any time hereafter of the events listed below occur after the effective date of this Certificate (regardless of whether any shares of such series of Convertible Preferred Stock are outstanding) but, with respect to a share of Convertible Preferred Stock, prior to the conversion of such share of Convertible Preferred Stock into Common Stock. (i) In case the Corporation shall (x) pay a dividend or make a distribution on its Common Stock in shares of its Common Stock, (y) subdivide or combine reclassify its outstanding Common Stock into a greater number of shares, or (z) combine or reclassify its outstanding Common Stock into a smaller number of shares, the applicable Conversion Price in effect immediately prior to such event shall be adjusted so that the holder of any share of the Convertible Preferred Stock thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock which it would have owned or have been entitled to receive after the happening of such event had the share of such Convertible Preferred Stock been converted immediately prior to the happening of such event. An adjustment made pursuant to this paragraph shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective on the effective date in the case of subdivision, combination or reclassification. If any dividend or distribution is not paid or made, the applicable Conversion Price then in effect shall be appropriately readjusted. (ii) In case the Corporation shall pay, issue or distribute to its holders of capital stock any shares of capital stock of the Corporation or evidences of indebtedness or cash or other assets (excluding (w) regular cash dividends payable out of earnings in the ordinary course and distributed ratably to the holders of Convertible Preferred Stock, or declare a dividend payable in Common (x) distributions paid from retained earnings of the Corporation and distributed ratably to the holders of Convertible Preferred Stock, (y) dividends or distributions referred to in clause (i) above and (z) dividends or distributions paid or made to holders of shares of Convertible Preferred Stock in the exercise manner provided in Section 5.3 above) or rights, options or warrants to subscribe for or purchase any of its securities then, in each such case, the applicable Conversion Price shall be adjusted so that it shall equal the price determined by multiplying the applicable Conversion Price in effect immediately prior to the subdivisiondate of the distribution by a fraction the numerator of which shall be the applicable Conversion Price less the then fair market value (as determined by the Board of Directors, combinationwhose determination, if made in good faith, shall be conclusive) of the portion of the capital stock, cash or assets or evidences of indebtedness so distributed, or record date for of the subscription rights, options or warrants so distributed or of such dividend payable in Common Stock shall forthwith be proportionately increasedconvertible or exchangeable securities, in the case with respect to one share of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, and the number denominator of Warrant Shares purchasable upon exercise of this Warrant immediately preceding such event, which shall be changed the applicable Conversion Price in effect immediately prior to the number determined by dividing date of the then current exercise price by the exercise price as adjusted after such subdivision, combination, or dividend payable in Common Stock and multiplying the result of such division against the number of Warrant Shares purchasable upon the exercise of this Warrant immediately preceding such event, so as to achieve an exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such eventdistribution. All calculations hereunder Such adjustment shall be made whenever any such distribution is made, and shall become effective retroactive to the nearest cent record date for the determination of stockholders entitled to receive such distribution. If any such distribution is not made or if any or all of such rights, options or warrants expire or terminate without having been exercised, the applicable Conversion Price then in effect shall be appropriately readjusted. (iii) Whenever the applicable Conversion Price is adjusted as herein provided or as provided in Section 5.8.6(a), the Corporation shall promptly file with the conversion agent (or, if there is no conversion agent, the secretary of the Corporation) an officer's certificate setting forth such Conversion Price after the adjustment and setting forth a brief statement of the facts requiring the adjustment, which certificate shall be conclusive evidence of the correctness of the adjustment. Promptly after delivery of the certificate, the Corporation shall prepare a notice of the adjustment of such Conversion Price setting forth such Conversion Price and the date on which the adjustment becomes effective and shall mail the notice of such adjustment of the applicable Conversion Price (together with a copy of the officer's certificate setting forth the facts requiring such adjustment) to the nearest one-hundredth holder of a share, each share of the Convertible Preferred Stock at such holder's last address as shown on the case may be. No fractional Warrant Shares are to be issued upon stock books of the exercise of this Warrant, but Corporation. (iv) For the Company shall pay a cash adjustment in respect purpose of any fraction of a share which would otherwise be issuable in an amount equal computation under any provision relating to the same fraction of Convertible Preferred Stock, the market price "Current Market Price" per share of Common Stock on any date shall be deemed to be the day average of exercise as determined in good faith by the Companydaily closing prices per share of Common Stock for the 30 consecutive trading days immediately preceding such date. In case of If on any capital reorganization or any reclassification of such date the shares of Common Stock of are not listed or admitted for trading on any national securities exchange or quoted by NASDAQ or a similar service, the Company, or in Current Market Price for the case of any consolidation with or merger of the Company into or with another corporation, or the sale of all or substantially all of its assets to another corporation, which is effected in such a manner that the holders of Common Stock shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, then, as a part of such reorganization, reclassification, consolidation, merger, or sale, as the case may be, lawful provision shall be made so that the holder fair market value of the Warrant shall have the right thereafter to receive, upon the exercise hereof, the kind and amount of shares of stock or other securities or property which the holder would have been entitled to receive if, immediately prior to Common Stock on such reorganization, reclassification, consolidation, merger, or sale, the holder had held the number of Warrant Shares which were then purchasable upon the exercise of the Warrant. In any such case, appropriate adjustment (date as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interest thereafter of the holder of the Warrant, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the WarrantCorporation.

Antidilution Adjustments. If The provisions of this Warrant are subject to adjustment as provided in this Section 5. (a) The Warrant Exercise Price and the number of Warrant Shares shall be adjusted from time to time such that in case the Company shall at any time hereafter hereafter: (i) pay a dividend or make a distribution on its Common Stock in shares of Common Stock, (ii) subdivide or its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common StockStock into a smaller number of shares, or declare a dividend payable in (iv) issue by reclassification of its Common StockStock any shares of capital stock of the Company, then the exercise price Warrant Exercise Price in effect immediately prior to such event shall (until adjusted again pursuant hereto) be adjusted immediately after such event to a price (calculated to the subdivisionnearest full cent) determined by dividing (a) the total number of shares of Common Stock outstanding immediately prior to such event (including the maximum number of shares of Common Stock issuable in respect of any securities convertible into Common Stock), combinationmultiplied by the then existing Warrant Exercise Price, or by (b) the total number of shares of Common Stock outstanding immediately after such event (including the maximum number of shares of Common Stock issuable in respect to any securities convertible into Common Stock), and the resulting quotient shall be the adjusted Warrant Exercise Price per share. An adjustment made pursuant to this Subsection shall become effective immediately after the record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in the case of combination, a dividend or proportionately decreased, distribution and shall become effective immediately after the effective date in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Shares purchasable upon exercise of this Warrant immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combinationcombination or reclassification. If, as a result of an adjustment made pursuant to this Subsection, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or dividend payable in more classes of capital stock or shares of Common Stock and multiplying other capital stock of the result Company, the Board of Directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Warrant Exercise Price between or among shares of such division against the number classes of Warrant Shares purchasable upon the exercise capital stock or shares of this Warrant immediately preceding such event, so as to achieve an exercise price Common Stock and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such eventother capital stock. All calculations hereunder under this Subsection shall be made to the nearest cent or to the nearest one-hundredth 1/100 of a share, as the case may be. No fractional In the event that at any time as a result of an adjustment made pursuant to this Subsection, the holder of any Warrant Shares are thereafter surrendered for exercise shall become entitled to be issued receive any shares of the Company other than shares of Common Stock, thereafter the Warrant Exercise Price of such other shares so receivable upon the exercise of this Warrant, but the Company any Warrant shall pay be subject to adjustment from time to time in a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal manner and on terms as nearly equivalent as practicable to the same fraction provisions with respect to Common Stock contained in this Section. (b) Upon each adjustment of the market price per share Warrant Exercise Price pursuant to Section 5(a) above, the Holder of Common Stock on each Warrant shall thereafter (until another such adjustment) be entitled to purchase at the day adjusted Warrant Exercise Price the number of exercise shares, calculated to the nearest full share, obtained by multiplying the number of shares specified in such Warrant (as determined adjusted as a result of all adjustments in good faith the Warrant Exercise Price in effect prior to such adjustment) by the Company. Warrant Exercise Price in effect prior to such adjustment and dividing the product so obtained by the adjusted Warrant Exercise Price. (c) In case of any capital reorganization 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 reclassification sale or conveyance to another corporation of the shares of Common Stock property of the CompanyCompany as an entirety or substantially as an entirety, or in the case of any consolidation statutory exchange of securities with or another corporation (including any exchange effected in connection with a merger of a third corporation into the Company into or with another corporationCompany), or the sale of all or substantially all of its assets to another corporation, which is effected in such a manner that the holders of Common Stock there shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, then, as a part no adjustment under Subsection (a) of such reorganization, reclassification, consolidation, merger, or sale, as this Section above but the case may be, lawful provision shall be made so that the holder Holder of the each Warrant then outstanding shall have the right thereafter to receive, upon the exercise hereof, convert such Warrant into the kind and amount of shares of stock or and other securities or and property which the holder he would have owned or have been entitled to receive if, immediately prior to after such reorganization, reclassification, consolidation, merger, or statutory exchange, sale, or conveyance had such Warrant been converted immediately prior to the holder had held the number effective date of Warrant Shares which were then purchasable upon the exercise of the Warrant. In such consolidation, merger, statutory exchange, sale, or conveyance and in any such case, if necessary, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein in this Section with respect to the rights and interest interests thereafter of the holder any Holders of the Warrant, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) in this Section shall thereafter correspondingly be made applicable, as nearly as may reasonably may be, in relation to any shares of stock or and other securities and property thereafter deliverable upon on the exercise of the Warrant. The provisions of this Subsection shall similarly apply to successive consolidations, mergers, statutory exchanges, sales or conveyances. (d) Upon any adjustment pursuant to this Section 5, the Company shall give written notice thereof, by first-class mail, postage prepaid, addressed to the Holder as shown on the Common Stock register of the Company, which notice shall state the Warrant Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of shares of Common Stock or other securities and/or property purchasable at such price upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

Antidilution Adjustments. If The provisions of this Warrant are subject to adjustment as provided in this Section 5; provided that no adjustment shall be made pursuant to this Section 5 which has the effect of duplicating any adjustment made pursuant to the Articles of Incorporation of the Company or any certificate of designation thereto, if any. (a) In case the Company shall at any time hereafter subdivide or combine its outstanding shares of Common Stock, or declare Stock into a dividend payable in Common Stockgreater number of shares, the exercise price Warrant Exercise Price in effect immediately prior to the subdivision, combination, or record date for such dividend payable in Common Stock subdivision shall forthwith be proportionately increasedreduced, and conversely, in case the case of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Shares purchasable upon exercise of this Warrant immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, or dividend payable in Common Stock and multiplying the result of such division against the number of Warrant Shares purchasable upon the exercise of this Warrant immediately preceding such event, so as to achieve an exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. All calculations hereunder shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but the Company shall pay a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal to the same fraction of the market price per share of Common Stock on the day of exercise as determined in good faith by the Company. In case of any capital reorganization or any reclassification of the outstanding shares of Common Stock of the Company shall be combined into a smaller number of shares, the Warrant Exercise Price in effect immediately prior to such combination shall be proportionately increased. (b) If any capital reorganization or reclassification of the capital stock of the Company, or in the case of any consolidation with or merger of the Company into or with another corporation, or the sale of all or substantially all of its assets to another corporation, which is corporation shall be effected in such a manner way that the holders of Common Stock shall be entitled to receive stock, securities, securities or assets with respect to or in exchange for Common Stock, then, as a part condition of such reorganization, reclassification, consolidation, merger, merger or sale, and except as the case may beotherwise provided herein, lawful and adequate provision shall be made so that whereby the holder of the this Warrant shall thereafter have the right thereafter to receive, receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of the Common Stock of the Company immediately theretofore receivable upon the exercise hereofof this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the kind and amount number of shares of such stock or other securities or property which immediately theretofore receivable upon the holder would have been entitled to receive if, immediately prior to exercise of this Warrant had such reorganization, reclassification, consolidation, mergermerger or sale not taken place, or sale, the holder had held the number of Warrant Shares which were then purchasable upon the exercise of the Warrant. In and in any such case, case appropriate adjustment (as determined in good faith by the Board of Directors of the Company) provision shall be made in the application of the provisions set forth herein with respect to the rights and interest thereafter interests of the holder of the Warrant, this Warrant to the end that the provisions set forth herein hereof (including without limitation provisions with respect to for adjustments of the Warrant Exercise Price and of the number of shares receivable upon the exercise pricehereof) shall thereafter be applicable, as nearly as reasonably may be, be in relation to any shares of stock stock, securities or other property assets thereafter deliverable receivable upon the exercise of this Warrant. The Company shall not effect any such consolidation, merger or sale, unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed and mailed to the registered holder of this Warrant, at the last address of such holder appearing on the books of the Company, the obligation to deliver to such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to receive.

Antidilution Adjustments. If the Company shall at any time hereafter subdivide or combine its outstanding shares of Common Stock, or declare a dividend payable in Common Stock, the exercise price in effect immediately prior to the subdivision, combination, or record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in the case of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Shares purchasable upon exercise of this Warrant immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, or dividend payable in Common Stock and multiplying the result of such division against the number of Warrant Shares purchasable upon the exercise of this Warrant immediately preceding such event, so as to achieve an exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. All calculations hereunder shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but the Company shall pay a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal to the same fraction of the market price per share of Common Stock on the day of exercise as determined in good faith by the Company. In case of any capital reorganization or any reclassification of the shares of Common Stock of the Company, or in the case of any consolidation with or merger of the Company into or with another corporation, or the sale of all or substantially all of its assets to another corporation, which is effected in such a manner that the holders of Common Stock shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, then, as a part of such reorganization, reclassification, consolidation, merger, or sale, as the case may be, lawful provision shall be made so that the holder of the Warrant shall have the right thereafter to receive, upon the exercise hereof, the kind and amount of shares of stock or other securities or property which the holder would have been entitled to receive if, immediately prior to such reorganization, reclassification, consolidation, merger, or sale, the holder had held the number of Warrant Shares which were then purchasable upon the exercise of the Warrant. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interest thereafter of the holder of the Warrant, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Warrant.

Antidilution Adjustments. If The Purchase Price and the number and kind of securities covered by each Class B Right and the number of Class B Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event that the Company shall at any time hereafter subdivide or combine its outstanding after the Declaration Date (A) declare and pay a dividend on the Class B Common Stock payable in shares of Class B Common Stock, or declare a dividend payable in (B) subdivide the outstanding Class B Common Stock, (C) combine the exercise price outstanding Class B Common Stock into a smaller number of shares, or (D) issue, change, or alter any of its shares of capital stock in a reclassification or recapitalization (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving Person), except as otherwise provided in this Section 11(a) and Section 7(e) hereof, then, and in each such case, the Purchase Price in effect immediately prior to at the subdivision, combination, or time of the record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in or the case effective time of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Shares purchasable upon exercise of this Warrant immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, reclassification or dividend payable in recapitalization, and the number and kind of shares of capital stock issuable upon exercise of the Class B Rights at such time, shall be proportionately adjusted so that the holder of any Class B Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of Class B Common Stock or other capital stock which, if such Class B Right had been exercised immediately prior to such time at the Purchase Price then in effect and multiplying at a time when the result transfer books for the Class B Common Stock (or other capital stock) of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such division against dividend, subdivision, combination, reclassification or recapitalization. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) hereof, the number of Warrant Shares purchasable upon the exercise of adjustment provided in this Warrant immediately preceding such eventSection 11(a)(i) shall be in addition to, so as to achieve an exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. All calculations hereunder shall be made prior to, any adjustment required pursuant to Section 11(a)(ii) hereof. (ii) In the nearest cent event (A) any Person shall at any time after the Declaration Date become an Acquiring Person; or (B) any Acquiring Person or to any Affiliate of any Acquiring Person, at any time after the nearest one-hundredth of a shareDeclaration Date, as directly or indirectly, shall (1) merge into the case may be. No fractional Warrant Shares are to be issued upon Company or otherwise combine with the exercise of this WarrantCompany, but and the Company shall pay a cash adjustment in respect be the continuing or surviving corporation of such merger or combination and the Class B Common Stock of the Company shall remain outstanding and no shares thereof shall be changed or otherwise transformed into stock or other securities of any fraction other Person or the Company or cash or any other property, (2) in one or more transactions, transfer any assets to the Company in exchange (in whole or in part) for shares of any class of its equity securities or for securities exercisable for or convertible into shares of any such class or otherwise obtain from the Company, with or without consideration, any additional shares of any such class or securities exercisable for or convertible into shares of any such class (other than as part of a share which would pro rata distribution to all holders of such class), (3) sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise be issuable dispose (in one transaction or a series of transactions) to, from or with the Company or any of the Company's Subsidiaries, assets with an amount equal aggregate fair market value in excess of 25% of the assets of the Company and its Subsidiaries determined on a consolidated basis on terms and conditions less favorable to the same fraction Company than the Company would be able to obtain through arm's-length negotiation with an unaffiliated third party, (4) receive any compensation from the Company or any of the market price per share Company's Subsidiaries other than compensation as a director of Common Stock on the day Company or for full-time employment as a regular employee at rates in accordance with the Company's (or such Subsidiary's) past practices, (5) receive the benefit (except proportionately as a stockholder), of exercise as determined in good faith any loans, advances, guarantees, pledges or other financial assistance provided by the Company or any of its Subsidiaries on terms and conditions less favorable to the Company (or such Subsidiary) than the Company would be able to obtain through arm's-length negotiation with an unaffiliated third party or (6) commence a tender or exchange offer for securities of the Company. In case of ; or (C) during such time as there is an Acquiring Person at any capital reorganization or time after the Declaration Date, there shall be any reclassification of securities (including any combination thereof), or recapitalization of the Company, or any merger or consolidation of the Company with any of its Subsidiaries (whether or not with or into or otherwise involving an Acquiring Person or any Affiliate of an Acquiring Person), or any repurchase by the Company or any of its Subsidiaries of shares of the Class B Common Stock of the Company, or in any other class or series of securities issued by the case Company, which reclassification, recapitalization, merger, consolidation or repurchase is effected at a time when a majority of the Board consists of persons who are the Acquiring Person or its Affiliates, or nominees or designees of any consolidation with thereof, which has the effect, directly or merger indirectly, of increasing by more than 1% the proportionate share of the outstanding shares of any class of equity securities or securities exercisable for or convertible into any class of equity securities of the Company into or with another corporation, or the sale of all or substantially all any of its assets to another corporation, Subsidiaries which is effected in such a manner that the holders directly or indirectly owned by an Acquiring Person or any Affiliate of Common Stock shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stockan Acquiring Person, then, as a part in each such case, upon the Close of Business 10 Business Days after the occurrence of such reorganizationevent, reclassification, consolidation, merger, or sale, as the case may be, lawful proper provision shall be made so that the each holder of the Warrant a Class B Right, except as provided in Section 7(e) hereof, shall thereafter have the right thereafter to receive, upon exercise thereof at the Purchase Price in effect at the time of exercise in accordance with the terms of this Agreement, in lieu of one share of Class B Common Stock, such number of shares of Class B Common Stock of the Company as shall equal the result obtained by (x) multiplying an amount equal to the then current Purchase Price by an amount equal to the number of shares of Class B Common Stock for which a Class B Right was or would have been exercisable immediately prior to the first occurrence of any such event whether or not such Class B Right was then exercisable, and (y) dividing that product by 50% of the Current Market Price per share of the Class B Common Stock of the Company (as defined in Section 11(d) hereof) determined as of the date of such first occurrence. (iii) In lieu of issuing whole or fractional shares of Class B Common Stock in accordance with Section 7(c) hereof, the kind and amount Company shall (i) in the event that the number of shares of stock Class B Common Stock which are authorized by the Company's charter but not outstanding or reserved for issuance for purposes other securities or property which than upon exercise of the holder would have been entitled Class B Rights are not sufficient to receive if, immediately prior to such reorganization, reclassification, consolidation, mergerpermit the exercise in full of the Class B Rights in accordance with Section 7(c) hereof, or sale(ii) if a majority of the Board then in office determines that it would be appropriate and not contrary to the interests of the holders of Class B Rights (other than any Acquiring Person or Disqualified Transferee or any Affiliate of the Acquiring Person or Disqualified Transferee), (A) determine an amount, if any, (the holder had held "Excess Amount") equal to the number excess of Warrant Shares which were then purchasable (1) the value (the "Current Value") of the whole or fractional shares of Class B Common Stock issuable upon the exercise of a Class B Right in accordance with Section 7(c) hereof, over (2) the WarrantPurchase Price, and (B) with respect to each Class B Right, (subject to Section 7(e) hereof) make adequate provision to substitute for such whole or fractional shares of Class B Common Stock, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) Class A Common Stock or other equity securities of the Company (including, without limitation, shares or units of preferred stock which the Board has deemed in good faith to have the same value as a share of Class B Common Stock (such shares of equity securities being referred to herein as "Class B Common Stock Equivalents")), (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing (which would include the additional consideration provided to any holder by reducing the Purchase Price) having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board; provided, however, subject to the provisions of Section 9(e), that if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within 30 days following the Close of Business 10 Business Days after the first occurrence of a Common Stock Event described in Section 11(a)(ii) hereof, then the Company shall be obligated to deliver, upon the surrender for exercise of a Class B Right and without requiring payment of the Purchase Price, whole or fractional shares of Class B Common Stock (to the extent available) and then, if necessary, cash, securities, and/or assets which in the aggregate are equal to the Excess Amount. If the Board shall determine in good faith that it is likely that sufficient additional shares of Class B Common Stock or Class B Common Stock Equivalents could be authorized for issuance upon exercise in full of the Class B Rights, the 30-day period set forth above may be extended to the extent necessary, but not more than 90 days following the Close of Business 10 Business Days after the first occurrence of such a Common Stock Event (such 30 day period) as it may be extended to 90 days, is referred to herein as the "Substitution Period"). To the extent that the Company determines that some action is to be taken pursuant to the preceding provisions of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof, that (except as to the form of consideration which shall be determined as appropriate by a majority of the Board then in office) such action shall apply uniformly to all outstanding Class B Rights which shall not have become null and void, and (y) may suspend the exercisability of the Class B Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such provisions and to determine the value thereof. In the event of any such casesuspension, appropriate adjustment the Company shall issue a public announcement stating that the exercisability of the Class B Rights has been temporarily suspended. The Company shall thereafter issue a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of the Class B Common Stock issuable upon exercise of a Class B Right in accordance with Section 7(c) hereof shall be the Current Market Price per share of the Class B Common Stock (as determined in good faith by pursuant to Section 11(d) hereof) on the Board Close of Directors Business 10 Business Days after the date of the Company) first occurrence of such a Common Stock Event and the value of any Class B Common Stock Equivalent shall be made in deemed to be equal to the application Current Market Price per share of the provisions set forth herein with respect to Class B Common Stock on such date. (b) In the rights and interest thereafter event the Company shall, after the Dividend Record Date, fix a record date for the issuance of the holder of the Warrantany options, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) shall thereafter be applicablewarrants, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise rights to all holders of the Warrant.Class B Common Stock entitling them (for a period expiring within 45 calendar days after such record

Antidilution Adjustments. If (a) The Warrant Exercise Price shall be subject to adjustment from time to time as hereinafter provided. Upon each adjustment of the Warrant Exercise Price the holder of this Warrant shall thereafter be entitled to purchase the number of shares of Common Stock of the Company obtained by multiplying the Warrant Exercise Price in effect immediately prior to such adjustment by the number of shares issuable pursuant to exercise immediately prior to such adjustment and dividing the product thereof by the Warrant Exercise Price resulting from such adjustment. (b) Except for (i) options, warrants or other rights to purchase securities outstanding on the date of the issuance of this Warrant (provided there is no adjustment to the terms of such options, warrants or other securities on or after the date of issuance of this Warrant); (ii) options to purchase shares of Common Stock and the issuance of awards of Common Stock pursuant to stock option or employee stock purchase plans adopted by the Company and shares of Common Stock issued upon the exercise of such options granted pursuant to such plans (provided there is no adjustment to the terms of such options, awards or other securities on or after the date of issuance of this Warrant) (appropriately adjusted to reflect stock splits, combinations, stock dividends, reorganizations, consolidations and similar changes); or (iii) Common Stock issued to holders of the Company’s Series A Convertible Preferred Stock or upon conversion or in lieu of cash dividends on the Company’s Series A Convertible Preferred Stock, if and whenever the Company shall issue any additional securities, warrants or rights or any security convertible or exchangeable into equity, securities, warrants or rights (collectively, “Convertible Securities”) without consideration or for a consideration per share less than the Warrant Exercise Price in effect immediately prior to the time of such issue or sale, then, forthwith upon such issue or sale, the Warrant Exercise Price shall be adjusted to a price determined by multiplying such Warrant Exercise Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issuance plus the number of shares of Common Stock that the aggregate consideration received by the Company for such issuance would purchase at such Warrant Exercise Price; and the denominator of which shall be the number of shares of such additional Common Stock and the number of shares of Common Stock outstanding prior to such issuance. For the purpose of the above calculation, the number of shares of Common Stock immediately prior to such issuance shall be calculated on a fully-diluted basis, as if this Warrant and any other outstanding warrants, options or other rights for the purchase of shares of stock or Convertible Securities had been fully exercised as of such date. Except as provided in Section 3(e) below, no further adjustments of the Warrant Exercise Price shall be made upon the actual issuance of Common Stock or of any Convertible Securities upon the exercise of such rights or options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities. (c) For purposes of this Section 3, in case any shares of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Company therefor, without deducting therefrom any expenses incurred or any underwriting commissions, discounts or concessions paid or allowed by the Company in connection therewith. In case any shares of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration as determined by the Board of Directors of the Company, without deducting therefrom any expenses incurred or any underwriting commissions, discounts or concessions paid or allowed by the Company in connection therewith. In case any shares of Common Stock or Convertible Securities or any rights or options to purchase such Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration therefor shall be deemed to be the fair value as determined by the Board of Directors of the Company of such portion of the assets and business of the non-surviving corporation or corporations as such Board shall determine to be attributable to such Common Stock, Convertible Securities, rights or options, as the case may be. In the event of any consolidation or merger of the Company in which the Company is not the surviving corporation or in the event of any sale of all or substantially all of the assets of the Company for stock or other securities of any other corporation, the Company shall be deemed to have issued a number of shares of its Common Stock for stock or securities of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated and for a consideration equal to the fair market value on the date of such transaction of such stock or securities of the other corporation, and if any such calculation results in adjustment of the Warrant Exercise Price, the determination of the number of shares of Common Stock issuable upon exercise immediately prior to such merger, conversion or sale, for purposes of Section 3(f) below, shall be made after giving effect to such adjustment of the Warrant Exercise Price. (d) In case the Company shall at any time hereafter subdivide or combine its outstanding shares of Common Stock, or declare Stock into a dividend payable in Common Stockgreater number of shares, the exercise price Warrant Exercise Price in effect immediately prior to such subdivision shall be proportionately reduced, and conversely, in case the subdivisionoutstanding shares of Common Stock of the Company shall be combined into a smaller number of shares, combinationthe Warrant Exercise Price in effect immediately prior to such combination shall be proportionately increased. (e) If (i) the purchase price provided for in any right or option referred to in Section 3(b), or record date (ii) the additional consideration, if any, payable upon the conversion or exchange of Convertible Securities, or (iii) the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock, shall change at any time (other than under or by reason of provisions designed to protect against dilution), or any Convertible Securities shall terminate, expire or cease to be outstanding without exercise thereof, the Warrant Exercise Price then in effect hereunder shall forthwith be increased or decreased to such dividend payable Warrant Exercise Price as would have applied had the adjustments made upon the issuance of such rights, options or Convertible Securities been made upon the basis of (a) the issuance of the number of shares of Common Stock theretofore actually delivered upon the exercise of such options or rights or upon the conversion or exchange of such Convertible Securities, and the total consideration received therefor, and (b) the issuance at the time of such change of any such options, rights, or Convertible Securities then still outstanding for the consideration, if any, received by the Company therefor and to be received on the basis of such changed price; and on the expiration of any such option or right or the termination of any such right to convert or exchange such Convertible Securities, the Warrant Exercise Price then in effect hereunder shall forthwith be increased to such Warrant Exercise Price as would have been obtained had the adjustments made upon the issuance of such rights or options or Convertible Securities been made upon the basis of the issuance of the shares of Common Stock theretofore actually delivered (and the total consideration received therefor) upon the exercise of such rights or options or upon the conversion or exchange of such Convertible Securities. If the purchase price provided for in any right or option referred to in Section 3(b), or the rate at which any Convertible Securities referred to in Section 3(b) are convertible into or exchangeable for Common Stock, shall decrease at any time under or by reason of provisions with respect thereto designed to protect against dilution, then in case of the delivery of Common Stock upon the exercise of any such right or option or upon conversion or exchange of any such Convertible Security, the Warrant Exercise Price then in effect hereunder shall forthwith be decreased to such Warrant Exercise Price as would have applied had the adjustments made upon the issuance of such right, option or Convertible Security been made upon the basis of the issuance of (and the total consideration received for) the shares of Common Stock delivered as aforesaid. (f) If any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation shall be effected in such a way that holders of Common Stock shall forthwith be proportionately increasedentitled to receive stock, securities or assets with respect to or in the case of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in exchange for Common Stock, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, and except as otherwise provided herein, lawful and adequate provision shall be made whereby the holder of this Warrant shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of the Common Stock of the Company immediately theretofore receivable upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of Warrant Shares purchasable upon exercise of this Warrant immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, or dividend payable in Common Stock and multiplying the result shares of such division against the number of Warrant Shares purchasable stock immediately theretofore receivable upon the exercise of this Warrant immediately preceding had such eventreorganization, so as reclassification, consolidation, merger or sale not taken place, and in any such case appropriate provision shall be made with respect to achieve an exercise price the rights and interests of the holder of this Warrant to the end that the provisions hereof (including without limitation provisions for adjustments of the Warrant Exercise Price and of the number of Warrant Shares purchasable after shares receivable upon the exercise hereof) shall thereafter be applicable, as nearly as may be in relation to any shares of stock, securities or assets thereafter receivable upon the exercise of this Warrant. The Company shall not effect any such event proportional consolidation, merger or sale, unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed and mailed to the registered holder of this Warrant, at the last address of such holder appearing on the books of the Company, the obligation to deliver to such exercise price holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to receive. (g) Upon any adjustment of the Warrant Exercise Price, the Company shall give written notice thereof, by first-class mail, postage prepaid, addressed to the registered holder of this Warrant, as shown on the books of the Company, which notice shall state the Warrant Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. No adjustment to the Warrant Shares purchasable immediately preceding Exercise Price shall be required unless such eventadjustment would require an increase or decrease of at least five cents ($0.05); provided, however, that any adjustments which by reason of this Section 3(g) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; and, provided further, that adjustment shall be required and made in accordance with the provisions of this Section 3 (other than this Section 3(g)) not later than such time as may be required in order to preserve the tax-free nature of a distribution to the holders of shares of Common Stock. All calculations hereunder under this Section 3 shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. No fractional Warrant Shares are Anything in this Section 3 to be issued upon the exercise of this Warrantcontrary notwithstanding, but the Company shall pay a cash adjustment be entitled to make such increases in respect the conversion rate in addition to those required by this Section 3 as it in its discretion shall determine to be advisable in order that any stock dividends, subdivisions of any fraction shares, distribution of a share which would otherwise be issuable in an amount equal rights to the same fraction purchase stock or securities, or distribution of the market price per share of Common Stock on the day of exercise as determined in good faith securities convertible into or exchangeable for stock hereafter made by the Company. Company to its stockholders shall not be taxable. (h) In case of at any time: (i) there shall be any capital reorganization reorganization, or any reclassification of the shares of Common Stock capital stock of the Company, or in the case of any consolidation with or merger of the Company into or with another corporationwith, or the sale of all or substantially all of its assets to to, another corporation, which is effected in such a manner that the holders of Common Stock ; or (ii) there shall be entitled a voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in any one or more of said cases, the Company shall give written notice, by first–class mail, postage prepaid, addressed to receive stockthe registered holder of this Warrant at the address of such holder as shown on the books of the Company, securitiesof the date on which (a) the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights, or assets with respect to or in exchange for Common Stock, then, as a part of (b) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or salewinding up shall take place, as the case may be. Such notice shall also specify the date as of which the holders of Common Stock of record shall participate in such dividend, lawful provision distribution or subscription rights, or shall be made so that the holder of the Warrant shall have the right thereafter entitled to receive, upon the exercise hereof, the kind and amount of shares of stock exchange their Common Stock for securities or other securities or property which the holder would have been entitled to receive if, immediately prior to deliverable upon such reorganization, reclassification, consolidation, merger, or sale, dissolution, liquidation, or winding up, as the holder had held the number of Warrant Shares which were then purchasable upon the exercise of the Warrantcase may be. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) Such written notice shall be made in the application of the provisions set forth herein with respect to the rights and interest thereafter of the holder of the Warrant, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Warrant.given at least

Antidilution Adjustments. If the Company shall at any time hereafter subdivide or combine its outstanding shares of Common Stock, or declare a dividend payable in Common Stock, the exercise price in effect immediately prior to the subdivision, combination, or record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in the case of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Corporation issues Additional Shares purchasable upon exercise of this Warrant immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, or dividend payable in Common Stock and multiplying the result of such division against the number of Warrant Shares purchasable upon the exercise of this Warrant immediately preceding such event, so as to achieve an exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. All calculations hereunder shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but the Company shall pay a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal to the same fraction of the market price per share of Common Stock on (as defined below) at an Effective Price (as defined below) per share less than the day of exercise as determined Conversion Price then in good faith effect, then the Conversion Price shall be adjusted to equal the lowest Effective Price received by the Company. In case Corporation pursuant to any such issuance; provided, however, that the Conversion Price shall not be reduced below $2.359 (the "Floor") unless the removal of the Floor is approved by the majority of the votes cast at a duly called meeting of the stockholders or by written consent of the stockholders in accordance with applicable law. (i) For the purpose of making any adjustment required under Section 4(f), the consideration received by the Corporation for any issue or sale of securities shall (A) to the extent it consists of cash, be computed at the net amount of cash received by the Corporation after deduction of any capital reorganization underwriting or any reclassification of similar commissions, compensation or concessions paid or allowed by the shares of Common Stock of the Company, Corporation in connection with such issue or in the case sale but without deduction of any consolidation with or merger expenses payable by the Corporation, (B) to the extent it consists of property other than cash, be computed at the Company into or with another corporation, or the sale fair value of all or substantially all of its assets to another corporation, which is effected in such a manner that the holders of Common Stock shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, then, as a part of such reorganization, reclassification, consolidation, merger, or sale, as the case may be, lawful provision shall be made so that the holder of the Warrant shall have the right thereafter to receive, upon the exercise hereof, the kind and amount of shares of stock or other securities or property which the holder would have been entitled to receive if, immediately prior to such reorganization, reclassification, consolidation, merger, or sale, the holder had held the number of Warrant Shares which were then purchasable upon the exercise of the Warrant. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors, and (C) if Additional Shares of Common Stock, Convertible Securities (as defined below) or rights or options to purchase either Additional Shares of Common Stock or Convertible Securities are issued or sold together with other stock or securities or other assets of the Corporation for a consideration that covers both, be computed as the portion of the consideration so received that may be reasonably determined in good faith by the Board of Directors to be allocable to such Additional Shares of Common Stock, Convertible Securities or rights or options; provided, however, that the holders of at least a majority of the outstanding Series A Preferred Stock shall have the right to challenge any determination by the Board of Directors of fair market value pursuant to this clause (i), in which case the Company) determination of fair market value shall be made in by an independent appraiser selected jointly by the application Board of Directors and the challenging parties, the cost of such appraisal to be borne equally by the Corporation and the challenging parties. (ii) For the purpose of the provisions set forth herein with respect to adjustment required under this Section 4(f), if the rights and interest thereafter of the holder of the Warrant, to the end that the provisions set forth herein Corporation issues or sells (including provisions with respect to adjustments of the exercise priceA) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable securities convertible into, Additional Shares of Common Stock (such convertible stock or securities being herein referred to as "Convertible Securities") or (B) rights or options for the purchase of Additional Shares of Common Stock or Convertible Securities and if the Effective Price of such Additional Shares of Common Stock is less than the Conversion Price, in each case the Corporation shall be deemed to have issued at the time of the issuance of such rights or options or Convertible Securities the maximum number of Additional Shares of Common Stock issuable upon exercise or conversion thereof and to have received as consideration for the issuance of such shares an amount equal to the total amount of the consideration, if any, received by the Corporation for the issuance of such rights or options or Convertible Securities, plus, in the case of such rights or options, the minimum amounts of consideration, if any, payable to the Corporation upon the exercise of such rights or options, plus, in the Warrantcase of Convertible Securities, the minimum amounts of consideration, if any, payable to the Corporation (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities) upon the conversion thereof; provided that if in the case of Convertible Securities the minimum amounts of such consideration cannot be ascertained, but are a function of antidilution or similar protective clauses, the Corporation shall be deemed to have received the minimum amounts of consideration without reference to such clauses; provided further that if the minimum amount of consideration payable to the Corporation upon the exercise or conversion of rights, options or Convertible Securities is reduced over time or on the occurrence or non-occurrence of specified events other than by reason of antidilution adjustments, the Effective Price shall be recalculated using the figure to which such minimum amount of consideration is reduced; provided further that if the minimum amount of consideration payable to the Corporation upon the exercise or conversion of such rights, options or Convertible Securities is subsequently increased, the Effective Price shall be again recalculated using the increased minimum amount of consideration payable to the Corporation upon the exercise or conversion of such rights, options or Convertible Securities. No further adjustment of the Conversion Price, as adjusted upon the issuance of such rights, options or Convertible Securities, shall be made as a result of the actual issuance of Additional Shares of Common Stock on the exercise of any such rights or options or the conversion of any such Convertible Securities. If any such rights or options or the conversion privilege represented by any such Convertible Securities shall expire without having been exercised, the Conversion Price, as adjusted upon the issuance of such rights, options or Convertible Securities, shall be readjusted to the Conversion Price that would have been in effect had an adjustment been made on the basis that the only Additional Shares of Common Stock so issued were the Additional Shares of Common Stock, if any, actually issued or sold on the exercise of such rights or options or rights of conversion of such Convertible Securities, and such Additional Shares of Common Stock, if any, were issued or sold for the consideration actually received by the Corporation upon such exercise, plus the consideration, if any, actually received by the Corporation for the granting of all such rights or options, whether or not exercised, plus the consideration received for issuing or selling the Convertible Securities actually converted, plus the consideration, if any, actually received by the Corporation (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities) on the conversion of such Convertible Securities.

Antidilution Adjustments. If the Company shall at any time hereafter subdivide or combine its outstanding shares of Common Stock, or declare a dividend payable in Common Stock, the exercise price in effect immediately prior to the subdivision, combination, or record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in the case of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant issues Additional Shares purchasable upon exercise of this Warrant immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, or dividend payable in Common Stock and multiplying the result of such division against the number of Warrant Shares purchasable upon the exercise of this Warrant immediately preceding such event, so as to achieve an exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. All calculations hereunder shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but the Company shall pay a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal to the same fraction of the market price per share of Common Stock on (as defined below) at an Effective Price (as defined below) per share less than the day Common Stock Purchase Price (as adjusted), then the Common Stock Purchase Price shall be adjusted to equal the lowest Effective Price received by the Company pursuant to any such issuance; provided, however, that the Common Stock Purchase Price shall not be reduced below $2.22 (the "Warrant Floor") unless the removal of exercise as determined the Warrant Floor is approved by a majority of the votes cast at a duly called meeting of the stockholders or by written consent of the stockholders in good faith accordance with applicable law. (i) For the purpose of making any adjustment required under Section 2(f), the consideration received by the Company for any issue or sale of securities shall (A) to the extent it consists of cash, be computed at the net amount of cash received by the Company after deduction of any underwriting or similar commissions, compensation or concessions paid or allowed by the Company in connection with such issue or sale but without deduction of any expenses payable by the Company. In case , (B) to the extent it consists of any capital reorganization or any reclassification property other than cash, be computed at the fair value of the shares of Common Stock of the Company, or in the case of any consolidation with or merger of the Company into or with another corporation, or the sale of all or substantially all of its assets to another corporation, which is effected in such a manner that the holders of Common Stock shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, then, as a part of such reorganization, reclassification, consolidation, merger, or sale, as the case may be, lawful provision shall be made so that the holder of the Warrant shall have the right thereafter to receive, upon the exercise hereof, the kind and amount of shares of stock or other securities or property which the holder would have been entitled to receive if, immediately prior to such reorganization, reclassification, consolidation, merger, or sale, the holder had held the number of Warrant Shares which were then purchasable upon the exercise of the Warrant. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors, and (C) if Additional Shares of Common Stock, Convertible Securities (as defined below) or rights or options to purchase either Additional Shares of Common Stock or Convertible Securities are issued or sold together with other stock or securities or other assets of the Company for a consideration that covers both, be computed as the portion of the consideration so received that may be reasonably determined in good faith by the Board of Directors to be allocable to such Additional Shares of Common Stock, Convertible Securities or rights or options; provided, however, that the Registered Holder shall have the right to challenge any determination by the Board of Directors of fair market value pursuant to this clause (i), in which case the Company) determination of fair market value shall be made in by an independent appraiser selected jointly by the application Board of Directors and the Registered Holder, the cost of such appraisal to be borne equally by the Company and the Registered Holder. (ii) For the purpose of the provisions set forth herein with respect to adjustment required under this Section 2(f), if the rights and interest thereafter of the holder of the Warrant, to the end that the provisions set forth herein Company issues or sells (including provisions with respect to adjustments of the exercise priceA) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable securities convertible into, Additional Shares of Common Stock (such convertible stock or securities being herein referred to as "Convertible Securities") or (B) rights or options for the purchase of Additional Shares of Common Stock or Convertible Securities and if the Effective Price of such Additional Shares of Common Stock is less than the Common Stock Purchase Price, in each case the Company shall be deemed to have issued at the time of the issuance of such rights or options or Convertible Securities the maximum number of Additional Shares of Common Stock issuable upon exercise or conversion thereof and to have received as consideration for the issuance of such shares an amount equal to the total amount of the consideration, if any, received by the Company for the issuance of such rights or options or Convertible Securities, plus, in the case of such rights or options, the minimum amounts of consideration, if any, payable to the Company upon the exercise of such rights or options, plus, in the Warrantcase of Convertible Securities, the minimum amounts of consideration, if any, payable to the Company (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities) upon the conversion thereof; provided that if in the case of Convertible Securities the minimum amounts of such consideration cannot be ascertained, but are a function of antidilution or similar protective clauses, the Company shall be deemed to have received the minimum amounts of consideration without reference to such clauses; provided further that if the minimum amount of consideration payable to the Company upon the exercise or conversion of rights, options or Convertible Securities is reduced over time or on the occurrence or non-occurrence of specified events other than by reason of antidilution adjustments, the Effective Price shall be recalculated using the figure to which such minimum amount of consideration is reduced; provided further that if the minimum amount of consideration payable to the Company upon the exercise or conversion of such rights, options or Convertible Securities is subsequently increased, the Effective Price shall be again recalculated using the increased minimum amount of consideration payable to the Company upon the exercise or conversion of such rights, options or Convertible Securities. No further adjustment of the Conversion Price, as adjusted upon the issuance of such rights, options or Convertible Securities, shall be made as a result of the actual issuance of Additional Shares of Common Stock on the exercise of any such rights or options or the conversion of any such Convertible Securities. If any such rights or options or the conversion privilege represented by any such Convertible Securities shall expire without having been exercised, the Conversion Price, as adjusted upon the issuance of such rights, options or Convertible Securities, shall be readjusted to the Conversion Price that would have been in effect had an adjustment been made on the basis that the only Additional Shares of Common Stock so issued were the Additional Shares of Common Stock, if any, actually issued or sold on the exercise of such rights or options or rights of conversion of such Convertible Securities, and such Additional Shares of Common Stock, if any, were issued or sold for the consideration actually received by the Company upon such exercise, plus the consideration, if any, actually received by the Company for the granting of all such rights or options, whether or not exercised, plus the consideration received for issuing or selling the Convertible Securities actually converted, plus the consideration, if any, actually received by the Company (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities) on the conversion of such Convertible Securities.

Antidilution Adjustments. If The foregoing provisions are, however, subject to the following: (1) The Warrant Exercise Price shall be subject to adjustment from time to time as hereinafter provided. Upon each adjustment of the Warrant Exercise Price, the Holder shall thereafter be entitled to purchase, at the Warrant Exercise Price resulting from such adjustment, the number of shares obtained by multiplying the Warrant Exercise Price in effect immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment and dividing the product thereof by the Warrant Exercise Price resulting from such adjustment. (2) In case the Company shall at any time hereafter subdivide or combine its divide the outstanding shares of its Common StockStock into a greater number of shares (whether pursuant to a stock split, stock dividend or declare otherwise), and conversely in case the outstanding shares of its common stock shall be combined into a dividend payable in Common Stocksmaller number of shares, the exercise price Warrant Exercise Price in effect immediately prior to the subdivision, combination, such division or record date for such dividend payable in Common Stock combination shall forthwith be proportionately increased, adjusted to reflect the reduction or increase in the case value of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Shares purchasable upon exercise of this Warrant immediately preceding each such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, or dividend payable in Common Stock and multiplying the result of such division against the number of Warrant Shares purchasable upon the exercise of this Warrant immediately preceding such event, so as to achieve an exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. All calculations hereunder shall be made to the nearest cent or to the nearest one-hundredth of a common share, as the case may be. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but the Company shall pay a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal to the same fraction of the market price per share of Common Stock on the day of exercise as determined in good faith by the Company. In case of . (3) If any capital reorganization or any reclassification of the shares of Common Stock capital stock of the Company, or in the case of any consolidation with or merger of the Company into or with another corporation, or the sale of all or substantially all of its assets to another corporation, which is corporation shall be effected in such a manner way that the holders of the Company's Common Stock shall be entitled to receive stock, securities, securities or assets with respect to or in exchange for Common Stocksuch common shares, then, as a part condition of such reorganization, reclassification, consolidation, merger, merger or sale, as the case may be, lawful provision shall be made so that the holder of the Warrant Holder shall have the right thereafter to receive, purchase and receive upon the basis and upon the terms and conditions specified in this Warrant and in lieu of the shares of the common stock of the Company immediately theretofore purchasable and receivable upon the exercise hereofof the rights represented hereby, the kind and amount of such shares of stock or stock, other securities or property which the holder assets as would have been entitled issued or delivered to receive if, immediately the Holder as if it had exercised this Warrant and had received such shares of common stock prior to such reorganization, reclassification, consolidation, mergermerger or sale. The Company shall not effect any such consolidation, merger or sale, unless prior to the holder had held consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed and mailed to the registered Holder of this Warrant at the last address of such Holder appearing on the books of the Company, the obligation to deliver to such Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such Holder may be entitled to purchase. (4) If the Company takes any other action, or if any other event occurs which does not come within the scope of the provisions of Sections 3(1) through 3(3), but which should result in an adjustment in the Warrant Exercise Price and/or the number of shares subject to this Warrant Shares which were then purchasable upon in order to fairly protect the exercise purchase rights of the Warrant. In any such caseHolder, an appropriate adjustment (as determined in good faith by the Board of Directors of the Company) such purchase rights shall be made in by the application Company. (5) Upon any adjustment of the provisions set forth herein with respect Warrant Exercise Price, the Company shall give written notice thereof, by first class mail, postage prepaid, addressed to the rights and interest thereafter of the holder of the Warrant, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Warrant.registered Holder

Antidilution Adjustments. A. If the Company MDCV shall at any time hereafter subdivide or combine its outstanding shares of Common Stock, or declare a dividend payable in Common Stock, the exercise price Exercise Price in effect immediately prior to the subdivision, combination, combination or record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in the case of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Shares purchasable upon exercise of this Warrant Warrant, immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price Exercise Price by the exercise price as adjusted after such subdivision, combination, combination or dividend payable in Common Stock and multiplying the result of such division against multiplied by the number of Warrant Shares purchasable upon the exercise of this Warrant immediately preceding such event, so as to achieve an adjusted exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. No adjustment in exercise price shall be required unless such adjustment would require an increase or decrease of at least five ($0.05) in such price; provided, however, that any adjustments which are not required to be so made shall be carried forward and taken into account in any subsequent adjustment. All calculations hereunder shall be made to the nearest cent or to the nearest one-hundredth of a shareShare, as the case may be. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but the Company shall pay a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal to the same fraction of the market price per share of Common Stock on the day of exercise as determined in good faith by the Company. . B. In case of any capital reorganization or any reclassification of the shares of Common Stock of the CompanyMDCV, or in the case of any consolidation with or merger of the Company MDCV into or with another corporationcorporation that is not a wholly-owned subsidiary of MDCV, or the sale of all or substantially all of its assets to another corporationcorporation that is not a wholly-owned subsidiary of MDCV, which is effected in such a manner that the holders of Common Stock shall be entitled to receive stock, securities, securities or assets with respect to or in exchange for Common Stock, then, as a part of such reorganization, reclassification, consolidation, merger, merger or sale, as the case may be, this Warrant shall, at the discretion of the Board of Directors of MDCV, terminate and lawful provision shall be made so that the holder Holder of the Warrant shall have the right thereafter to receive, upon the exercise hereof, receive the kind and amount of shares of stock or other securities or property which the holder Holder would have been entitled to receive if, immediately prior to such reorganization, reclassification, consolidation, merger, merger or sale, the holder Holder had held the number of Warrant Shares which were then purchasable upon the exercise of the Warrant, less a deduction for the exercise price of this Warrant. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the CompanyMDCV) shall be made in the application of the provisions set forth herein with respect to the rights and interest thereafter of the holder Holder of the Warrant, to the end that the provisions set forth herein (including provisions with respect to adjustments adjustment of the exercise price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Warrant. Unless this Warrant shall be so terminated, MDCV shall make provision to ensure that the successor corporation (if other than MDCV) resulting from such consolidation or merger or the corporation purchasing such assets, shall assume by written instrument, the obligation to deliver to such holder such shares of stock, securities or assets as in accordance with the foregoing provisions, such shareholder may be entitled to receive. C. If, for the purpose of reincorporating MDCV in another state, any capital reorganization or other reclassification of the shares of Common Stock, or a consolidation or merger of MDCV into or with another corporation, or the sale of all or substantially all of its assets to another corporation, is effected in such manner that the holders of Common Stock of MDCV shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then, as a part of such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Holder of the Warrant shall have the right thereafter to receive the kind and amount of shares of stock or other securities or property which the Holder would have been entitled to receive if, immediately prior to such reorganization, reclassification, consolidation, merger or sale, the Holder had held the number of Shares which were then purchasable upon exercise of the Warrant. MDCV shall not effect any such consolidation, merger or sale unless, prior to the consummation thereof, the successor corporation (if other than MDCV) resulting from such consolidation or merger or the corporation purchasing such assets, shall assume by written instrument, the obligation to deliver to such holder such shares of stock, securities or assets as in accordance with the foregoing provisions such shareholder may be entitled to receive. D. When any adjustment is required to be made in the Exercise Price, initial or adjusted, MDCV shall forthwith determine the new Exercise Price, and (i) prepare and retain on file a statement describing in reasonable detail the method used in arriving at the new exercise price; and (ii) cause a copy of such statement to be mailed to the Holder of the Warrants as of a date within ten (10) days after the date when the circumstances giving rise to the adjustment occurred. E. MDCV will not by amendment of its Articles of Incorporation or through reorganization, consolidation, merger, dissolution or sale of assets, or by any other voluntary act or deed, avoid or seek to avoid the observance or performance of any of the covenants, stipulations or conditions to be observed or performed hereunder by MDCV, but will, at all times in good faith, assist, insofar as it is able, in the carrying out of all provisions hereof and in the taking of all other action which may be necessary in order to protect the rights of the Holder hereof against dilution.

Antidilution Adjustments. If The provisions of this Warrant are subject to adjustment as provided in this Section 5. (a) The Warrant Exercise Price shall be adjusted from time to time such that in case the Company shall at hereafter: (i) pay any time hereafter dividends on any class of stock of the Company payable in Common Stock or securities convertible into Common Stock; (ii) subdivide or its then outstanding shares of Common Stock into a greater number of shares; or (iii) combine its outstanding shares of Common Stock, by reclassification or declare a dividend payable otherwise; then, in Common Stockany such event, the exercise price Warrant Exercise Price in effect immediately prior to such event shall (until adjusted again pursuant hereto) be adjusted immediately after such event to a price (calculated to the subdivisionnearest full cent) determined by dividing (a) the number of shares of Common Stock outstanding immediately prior to such event, combinationmultiplied by the then existing Warrant Exercise Price, or by (b) the total number of shares of Common Stock outstanding immediately after such event, and the resulting quotient shall be the adjusted Warrant Exercise Price per share. An adjustment made pursuant to this subsection shall become effective immediately after the record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in the case of combination, a dividend or proportionately decreased, distribution and shall become effective immediately after the effective date in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Shares purchasable upon exercise of this Warrant immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combinationcombination or reclassification. If, as a result of an adjustment made pursuant to this subsection, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or dividend payable in more classes of capital stock or shares of Common Stock and multiplying other capital stock of the result Company, the Board of Directors of the Company (whose determination shall be conclusive) shall determine the allocation of the adjusted Warrant Exercise Price between or among shares of such division against the number classes of Warrant Shares purchasable upon the exercise capital stock or shares of this Warrant immediately preceding such event, so as to achieve an exercise price Common Stock and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such eventother capital stock. All calculations hereunder under this subsection shall be made to the nearest cent or to the nearest one-hundredth 1/100 of a share, as the case may be. No fractional In the event that at any time as a result of an adjustment made pursuant to this subsection, the Holder of any Warrant Shares are thereafter surrendered for exercise shall become entitled to be issued receive any shares of the Company other than shares of Common Stock, thereafter the Warrant Exercise Price of such other shares so receivable upon the exercise of this Warrant, but the Company any Warrant shall pay be subject to adjustment from time to time in a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal manner and on terms as nearly equivalent as practicable to the same fraction provisions with respect to Common Stock contained in this subsection. (b) Upon each adjustment of the market price per share Warrant Exercise Price pursuant to Section 5(a) above, the Holder of Common Stock on each Warrant shall thereafter (until another such adjustment) be entitled to purchase at the day adjusted Warrant Exercise Price the number of exercise shares, calculated to the nearest full share, obtained by multiplying the number of shares specified in such Warrant (as determined adjusted as a result of all adjustments in good faith the Warrant Exercise Price in effect prior to such adjustment) by the Company. Warrant Exercise Price in effect prior to such adjustment and dividing the product so obtained by the adjusted Warrant Exercise Price. (c) In case of any capital reorganization 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 reclassification sale or conveyance to another corporation of the shares of Common Stock property of the CompanyCompany as an entirety or substantially as an entirety, or in the case of any consolidation statutory exchange of securities with or another corporation (including any exchange effected in connection with a merger of a third corporation into the Company into or with another corporationCompany), or the sale of all or substantially all of its assets to another corporation, which is effected in such a manner that the holders of Common Stock there shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, then, as a part no adjustment under Section 5(a) above but the Holder of such reorganization, reclassification, consolidation, merger, or sale, as the case may be, lawful provision shall be made so that the holder of the each Warrant then outstanding shall have the right thereafter to receive, upon the exercise hereof, convert such Warrant into the kind and amount of shares of stock or and other securities or and property which the holder Holder would have owned or have been entitled to receive if, immediately prior to after such reorganization, reclassification, consolidation, merger, or statutory exchange, sale, or conveyance had such Warrant been converted immediately prior to the holder had held the number effective date of Warrant Shares which were then purchasable upon the exercise of the Warrant. In such consolidation, merger, statutory exchange, sale, or conveyance and in any such case, if necessary, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein in this subsection with respect to the rights and interest interests thereafter of the holder any Holders of the Warrant, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) in this subsection shall thereafter correspondingly be made applicable, as nearly as may reasonably may be, in relation to any shares of stock or and other securities and property thereafter deliverable upon on the exercise of the Warrant. The provisions of this subsection shall similarly apply to successive consolidations, mergers, statutory exchanges, sales or conveyances. (d) Upon any adjustment of the Warrant Exercise Price, then and in each such case, the Company shall give written notice thereof, by first-class mail, postage prepaid, addressed to the Holder as shown on the books of the Company, which notice shall state the Warrant Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of shares of Common Stock purchasable at such price upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

Antidilution Adjustments. If The Purchase Price, the number ------------------------ and kind of securities, cash and other property obtainable upon exercise of each Right and the number of Rights outstanding shall be subject to adjustment from time to time as provided in this Section 11. (i) In the event the Company shall at any time hereafter subdivide on or combine its outstanding after July 19, 1993 (A) pay a dividend or make a distribution on the Preferred Stock payable in shares of Common Preferred Stock, (B) subdivide (by a stock split or declare otherwise) the outstanding Preferred Stock into a dividend payable larger number of shares, (C) combine (by a reverse stock split or otherwise) the outstanding Preferred Stock into a smaller number of shares, or (D) issue any securities in Common Stocka reclassification of the Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving corporation), then in each such event the exercise Purchase Price and the redemption price set forth in Section 23, as each is in effect immediately prior to at the subdivision, combination, or time of the record date for such dividend payable in Common Stock or distribution, or of the effective date of such subdivision, combination or reclassification, shall forthwith be proportionately increasedadjusted by multiplying the Purchase Price and such redemption price by a fraction the numerator of which shall be the total number of shares of Preferred Stock outstanding immediately prior to the occurrence of such event and the denominator of which shall be the total number of shares of Preferred Stock outstanding immediately following the occurrence of such event. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii), the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii). (ii) Upon the case of combination, or proportionately decreased, in the case of subdivision or declaration first occurrence of a dividend payable Triggering Event, proper provision shall be made so that each holder of a Right, except as otherwise provided in Common Stockthis Agreement, shall thereafter have the right to receive, and the Company shall issue, upon exercise thereof at the then-current Purchase Price required to be paid in order to exercise a Right in accordance with the terms of this Agreement, in lieu of the number of Warrant Shares purchasable one one-thousandths of a share of Preferred Stock or other securities receivable upon exercise of this Warrant immediately preceding such event, shall be changed a Right prior to the occurrence of the Triggering Event, such number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, or dividend payable in of shares of Common Stock and of the Company as shall equal the result obtained by (x) multiplying the result of such division against then-current Purchase Price by the number of Warrant Shares purchasable upon the exercise of this Warrant immediately preceding such event, so as to achieve an exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. All calculations hereunder shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but the Company shall pay a cash adjustment in respect of any fraction thousandths of a share of Preferred Stock or other securities for which would otherwise be issuable in an amount equal a Right was then exercisable (without giving effect to the same fraction such Triggering Event) and (y) dividing that product by 50% of the market price Current Market Price per share of Common Stock on the day of exercise as determined in good faith by the Company. In case of any capital reorganization or any reclassification date of the occurrence of the Triggering Event (such number of shares being referred to as the "Adjustment Shares"); provided, however, that if the transaction or event that would -------- ------- otherwise give rise to the foregoing adjustment is also subject to the provisions of Section 13 of this Agreement, then only the provisions of Section 13 of this Agreement shall apply and no adjustment shall be made pursuant to this Section 11(a)(ii). Upon the occurrence of such Triggering Event, the Purchase Price required to be paid in order to exercise a Right shall be unchanged, and the Purchase Price shall be appropriately adjusted to reflect, and shall thereafter mean, the amount required to be paid per share of Common Stock upon exercise of a Right. (iii) In lieu of issuing shares of Common Stock in accordance with Section 11(a)(ii), the Company may, if the Board of Directors of the Company determines that such action is necessary or appropriate and not contrary to the interests of holders of Rights (and, in the event that the number of shares of Common Stock which are authorized by the Company's certificate of incorporation, but which are not outstanding or reserved for issuance for purposes other than upon exercise of the Rights, are not sufficient to permit the exercise in full of the Rights in accordance with Section 11(a)(ii), the Company shall) take one or more of the following actions: (A) reduce the Purchase Price required to be paid in order to exercise a Right by any amount (the "Reduction Amount"), in which event the number of Adjustment Shares and/or the amount of any Substitute Consideration (as hereinafter defined) issuable in respect of each Right (the Adjustment Shares, if any, and the Substitute Consideration, if any, issuable in respect of a Right are herein collectively referred to as the "Total Consideration") shall be reduced so that the aggregate value of the Total Consideration issuable in respect of each Right is equal to the Current Value (as hereinafter defined) less the Reduction Amount (herein the "Adjusted Current Value"), and/or (B) make adequate provision with respect to each Right to substitute for all or part of the Adjustment Shares otherwise obtainable upon exercise of a Right: (1) cash, (2) other equity securities of the Company (including, without limitation, shares, or units of shares, of preferred stock which the Board of Directors of the Company has determined to have the same value as shares of Common Stock (such shares or units of preferred stock being referred to as "Common Stock Equivalents")), (3) debt securities of the Company, (4) other assets, or (5) any combination of the foregoing (collectively, "Substitute Consideration"), having an aggregate value which, when added to the value of the Adjustment Shares (if any) in respect of which no substitution is being made, is equal to the case Adjusted Current Value. If the Board of Directors determines to issue or deliver any consolidation with equity securities (other than Common Stock or merger Common Stock Equivalents), debt securities and/or other assets pursuant to this Section 11(a)(iii), the value of such securities and/or assets shall be determined by the Board of Directors of the Company into or with another corporation, or the sale of all or substantially all of its assets to another corporation, which is effected in such a manner that the holders of Common Stock shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, then, as a part of such reorganization, reclassification, consolidation, merger, or sale, as the case may be, lawful provision shall be made so that the holder of the Warrant shall have the right thereafter to receive, based upon the exercise hereof, the kind and amount advice of shares of stock or other securities or property which the holder would have been entitled to receive if, immediately prior to such reorganization, reclassification, consolidation, merger, or sale, the holder had held the number of Warrant Shares which were then purchasable upon the exercise of the Warrant. In any such case, appropriate adjustment (as determined in good faith a nationally recognized investment banking firm selected by the Board of Directors of the Company) shall be made in . If the application of the provisions set forth herein with respect Company is required to make adequate provision to deliver value pursuant to the rights first sentence of this Section 11(a)(iii) and interest thereafter the Company shall not have made such adequate provision to deliver value within ninety (90) days following the first occurrence of the holder of the Warrant, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Warrant.a

Antidilution Adjustments. If the Company shall at any time hereafter subdivide or combine its outstanding shares of Common Stock, or declare a dividend payable in Common Stock, the exercise price in effect immediately prior to the subdivision, combination, combination or record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in the case of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Shares purchasable upon exercise of this Warrant Warrant, immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, combination or dividend payable in Common Stock and multiplying the result of such division against the number of Warrant Shares purchasable upon the exercise of this Warrant immediately preceding such event, so as to achieve an exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. No adjustment in exercise price shall be required unless such adjustment would require an increase or decrease of at least five cents ($0.05) in such price; PROVIDED, HOWEVER, that any adjustments which are not required to be so made shall be carried forward and taken into account in any subsequent adjustment. All calculations hereunder shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. No fractional Warrant Shares are to be issued upon the exercise of this the Warrant, but the Company shall pay a cash adjustment in respect of any fraction of a share Share which would otherwise be issuable in an amount equal to the same fraction of the market price per share of Common Stock on the day of exercise as determined in good faith by the Company. In case of any capital reorganization or any reclassification of the shares of Common Stock of the Company, or in the case of any consolidation with or merger of the Company into or with another corporation, or the sale of all or substantially all of its assets to another corporation, which is effected in such a manner that the holders of Common Stock shall be entitled to receive stock, securities, securities or assets with respect to or in exchange for Common Stock, then, as a part of such reorganization, reclassification, consolidation, merger, merger or sale, as the case may be, lawful provision shall be made so that the holder of the Warrant shall have the right thereafter to receive, upon the exercise hereof, the kind and amount of shares of stock or other securities or property which the holder would have been entitled to receive if, immediately prior to such reorganization, reclassification, consolidation, merger, merger or sale, the holder had held the number of Warrant Shares which were then purchasable upon the exercise of the Warrant. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interest thereafter of the holder of the Warrant, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Warrant. When any adjustment is required to be made in the exercise price, initial or adjusted, the Company shall forthwith determine the new exercise price, and (a) prepare and retain on file a statement describing in reasonable detail the method used in arriving at the new exercise price; and (b) cause a copy of such statement to be mailed to the holder of the Warrant as of a date within ten (10) days after the date when the circumstances giving rise to the adjustment occurred.

Antidilution Adjustments. If The provisions of this Warrant are subject to adjustment as provided in this Section 5. (a) The Warrant Exercise Price and the number of Warrant Shares shall be adjusted from time to time such that in case the Company shall at any time hereafter hereafter: (i) pay a dividend or make a distribution on its Common Stock in shares of Common Stock, (ii) subdivide or its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common StockStock into a smaller number of shares, (iv) issue by reclassification of its Common Stock any shares of capital stock of the Company, or declare a dividend payable in Common Stock(v) make any exchange of shares, subdivisions, reorganizations, liquidations or the like. In such event, the exercise price in effect immediately prior to the subdivision, combination, or record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in the case of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, Warrant Exercise Price and the number of Warrant Shares purchasable upon shall be correspondingly adjusted to give the Holder, on exercise for the same aggregate Warrant Exercise Price, the total number, class, and kind of this shares as the Holder would have owned had the Warrant been exercised prior to the event and had the Holder continued to hold such shares until after the event requiring adjustment. To effect such adjustment, the Warrant Exercise Price in effect immediately preceding prior to such event shall (until adjusted again pursuant hereto) be adjusted immediately after such event to a price (calculated to the nearest full cent) determined by dividing (a) the total number of shares of Common Stock outstanding immediately prior to such event, multiplied by the then existing Warrant Exercise Price, by (b) the total number of shares of Common Stock outstanding immediately after such event, and the resulting quotient shall be changed the adjusted Warrant Exercise Price per share. An adjustment made pursuant to this Subsection shall become effective immediately after the number determined by dividing record date in the then current exercise price by case of a dividend or distribution and shall become effective immediately after the exercise price as adjusted after such effective date in the case of a subdivision, combinationcombination or reclassification. If, as a result of an adjustment made pursuant to this Subsection, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or dividend payable in more classes of capital stock or shares of Common Stock and multiplying other capital stock of the result Company, the Board of Directors of the Company (whose determination shall be conclusive) shall determine the allocation of the adjusted Warrant Exercise Price between or among shares of such division against the number classes of Warrant Shares purchasable upon the exercise capital stock or shares of this Warrant immediately preceding such event, so as to achieve an exercise price Common Stock and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such eventother capital stock. All calculations hereunder under this Subsection shall be made to the nearest cent or to the nearest one-hundredth 1/100 of a share, as the case may be. No fractional In the event that at any time as a result of an adjustment made pursuant to this Subsection, the holder of any Warrant Shares are thereafter surrendered for exercise shall become entitled to be issued receive any shares of the Company other than shares of Common Stock, thereafter the Warrant Exercise Price of such other shares so receivable upon the exercise of this Warrant, but any Warrant and the Company number of such other shares so receivable upon exercise of such Warrant shall pay be subject to adjustment from time to time in a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal manner and on terms as nearly equivalent as practicable to the same fraction provisions with respect to Common Stock contained in this Section. (b) Upon each adjustment of the market price per share Warrant Exercise Price pursuant to Section 5(a) above, the Holder of Common Stock on each Warrant shall thereafter (until another such adjustment) be entitled to purchase at the day adjusted Warrant Exercise Price the number of exercise shares, calculated to the nearest full share, obtained by multiplying the number of shares specified in such Warrant (as determined adjusted as a result of all adjustments in good faith the Warrant Exercise Price in effect prior to such adjustment) by the Company. Warrant Exercise Price in effect prior to such adjustment and dividing the product so obtained by the adjusted Warrant Exercise Price. (c) In case of any capital reorganization 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 reclassification sale or conveyance to another corporation of the shares of Common Stock property of the CompanyCompany as an entirety or substantially as an entirety, or in the case of any consolidation statutory exchange of securities with or another corporation (including any exchange effected in connection with a merger of a third corporation into the Company into or with another corporationCompany), or the sale of all or substantially all of its assets to another corporation, which is effected in such a manner that the holders of Common Stock there shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, then, as a part no adjustment under Subsection (a) of such reorganization, reclassification, consolidation, merger, or sale, as this Section above but the case may be, lawful provision shall be made so that the holder Holder of the each Warrant then outstanding shall have the right thereafter to receive, upon the exercise hereof, convert such Warrant into the kind and amount of shares of stock or and other securities or and property which the holder he, she or it would have owned or have been entitled to receive if, immediately prior to after such reorganization, reclassification, consolidation, merger, or statutory exchange, sale, or conveyance had such Warrant been converted immediately prior to the holder had held the number effective date of Warrant Shares which were then purchasable upon the exercise of the Warrant. In such consolidation, merger, statutory exchange, sale, or conveyance and in any such case, if necessary, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein in this Section with respect to the rights and interest interests thereafter of the holder any Holders of the Warrant, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) in this Section shall thereafter correspondingly be made applicable, as nearly as may reasonably may be, in relation to any shares of stock or and other securities and property thereafter deliverable upon on the exercise of the Warrant. The provisions of this Subsection shall similarly apply to successive consolidations, mergers, statutory exchanges, sales or conveyances. The Company shall give the Holder at least ten (10) days prior written notice of (i) the consummation of any such consolidation, merger, statutory exchange, sale or conveyance or (ii) the record date for any dividend or other distribution on the Common Stock. (d) Upon any adjustment pursuant to this Section 5, the Company shall give written notice thereof, addressed to the Holder as shown on the Common Stock register of the Company, which notice shall state the Warrant Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of shares of Common Stock or other securities and/or property purchasable at such price upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

Antidilution Adjustments. If The provisions of this Warrant are subject to adjustment as provided in this Section 5. (a) The Warrant Exercise Price shall be adjusted from time to time such that in case the Company shall at hereafter: (i) pay any time hereafter dividends on any class of stock of the Company payable in Common Stock or securities convertible into Common Stock; (ii) subdivide or its then outstanding shares of Common Stock into a greater number of shares; (iii) combine its outstanding shares of Common Stock, by reclassification or declare a dividend payable otherwise; or (iv) take any action (not including any issuance of equity securities for consideration) which should reasonably result in Common Stocksuch an adjustment, notwithstanding the fact that it is not included in (i), (ii) or (iii) above; then, in any such event, the exercise price Warrant Exercise Price in effect immediately prior to such event shall (until adjusted again pursuant hereto) be adjusted immediately after such event to a price (calculated to the subdivisionnearest full cent) determined by dividing (a) the number of shares of Common Stock outstanding immediately prior to such event, combinationmultiplied by the then existing Warrant Exercise Price, or by (b) the total number of shares of Common Stock outstanding immediately after such event (including the maximum number of shares of Common Stock issuable in respect of any securities convertible into Common Stock), and the resulting quotient shall be the adjusted Warrant Exercise Price per share. An adjustment made pursuant to this subsection shall become effective immediately after the record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in the case of combination, a dividend or proportionately decreased, distribution and shall become effective immediately after the effective date in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Shares purchasable upon exercise of this Warrant immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combinationcombination or reclassification. If, as a result of an adjustment made pursuant to this subsection, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or dividend payable in more classes of capital stock or shares of Common Stock and multiplying other capital stock of the result Company, the Board of Directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Warrant Exercise Price between or among shares of such division against the number classes of Warrant Shares purchasable upon the exercise capital stock or shares of this Warrant immediately preceding such event, so as to achieve an exercise price Common Stock and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such eventother capital stock. All calculations hereunder under this subsection shall be made to the nearest cent or to the nearest one-hundredth 1/100 of a share, share as the case may be. No fractional In the event that at any time as a result of an adjustment made pursuant to this subsection, the holder of any Warrant Shares are thereafter surrendered for exercise shall become entitled to be issued receive any shares of the Company other than shares of Common Stock, thereafter the Warrant Exercise Price of such other shares so receivable upon the exercise of this Warrant, but the Company any Warrant shall pay be subject to adjustment from time to time in a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal manner and on terms as nearly equivalent as practicable to the same fraction provisions with respect to Common Stock contained in this Section. (b) Upon each adjustment of the market price per share Warrant Exercise Price pursuant to Section 5(a) above, the Holder of Common Stock on each Warrant shall thereafter (until another such adjustment) be entitled to purchase at the day adjusted Warrant Exercise Price the number of exercise shares, calculated to the nearest full share, obtained by multiplying the number of shares specified in such Warrant (as determined adjusted as a result of all adjustments in good faith the Warrant Exercise Price in effect prior to such adjustment) by the Company. Warrant Exercise Price in effect prior to such adjustment and dividing the product so obtained by the adjusted Warrant Exercise Price. (c) In case of any capital reorganization 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 reclassification sale or conveyance to another corporation of the shares of Common Stock property of the CompanyCompany as an entirety or substantially as an entirety, or in the case of any consolidation statutory exchange of securities with or another corporation (including any exchange effected in connection with a merger of a third corporation into the Company into or with another corporationCompany), or the sale of all or substantially all of its assets to another corporation, which is effected in such a manner that the holders of Common Stock there shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, then, as a part no adjustment under subsection (a) of such reorganization, reclassification, consolidation, merger, or sale, as this Section above but the case may be, lawful provision shall be made so that the holder Holder of the each Warrant then outstanding shall have the right thereafter to receive, upon the exercise hereof, convert such Warrant into the kind and amount of shares of stock or and other securities or and property which the holder he would have owned or have been entitled to receive if, immediately prior to after such reorganization, reclassification, consolidation, merger, or statutory exchange, sale, or conveyance had such Warrant been converted immediately prior to the holder had held the number effective date of Warrant Shares which were then purchasable upon the exercise of the Warrant. In such consolidation, merger, statutory exchange, sale, or conveyance and in any such case, if necessary, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein in this Section with respect to the rights and interest interests thereafter of the holder any Holders of the Warrant, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) in this Section shall thereafter correspondingly be made applicable, as nearly as may reasonably may be, in relation to any shares of stock or and other securities and property thereafter deliverable upon on the exercise of the Warrant. The provisions of this subsection shall similarly apply to successive consolidations, mergers, statutory exchanges, sales or conveyances. (d) Upon any adjustment of the Warrant Exercise Price, then and in each such case, the Company shall give written notice thereof, by first-class mail, postage prepaid, addressed to the Holder as shown on the books of the Company, which notice shall state the Warrant Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of shares of Common Stock purchasable at such price upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

Antidilution Adjustments. If The above provisions are, however, subject to the Company following: (a) The Exercise Price shall be subject to adjustment from time to time as hereinafter provided. Subject to the provisions of Section 4(e) below, upon each adjustment of the Exercise Price, the holder of this Warrant shall thereafter be entitled to purchase, at the Exercise Price resulting from such adjustment, the number of shares obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares purchasable pursuant to this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. (b) In the event the outstanding shares of Common Stock shall be subdivided (split), or combined (reverse split), by reclassification or otherwise, or in the event of any time hereafter subdivide dividend or combine its outstanding other distribution payable on the Common Stock in shares of Common Stock, or declare a dividend payable in Common Stock, the exercise price applicable Exercise Price in effect immediately prior to the subdivision, combination, or record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in the case of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Shares purchasable upon exercise of this Warrant immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, dividend or dividend payable in Common Stock and multiplying other distribution shall, concurrently with the result effectiveness of such division against the number of Warrant Shares purchasable upon the exercise of this Warrant immediately preceding such eventsubdivision, so as to achieve an exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. All calculations hereunder shall combination, dividend or other distribution, be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but the Company shall pay a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal to the same fraction of the market price per share of Common Stock on the day of exercise as determined in good faith by the Company. In case of proportionately adjusted. (c) If any capital reorganization or any reclassification of the shares of Common Stock capital stock of the Company, or in the case of any consolidation with or merger of the Company into or with another corporation, or the sale of all or substantially all of its the Company’s assets to another corporation, which is corporation shall be effected in such a manner way that the holders of Common Stock shall be entitled to receive stock, securities, securities or assets with respect to or in exchange for shares of Common Stock (such stock, securities or assets being hereinafter referred to as “substituted property”) with respect to or in exchange for such Common Stock, then, as a part condition of such reorganization, reclassification, consolidation, merger, merger or sale, as the case may be, lawful provision shall be made so that the holder of the Warrant hereof shall have the right thereafter to receive, purchase and receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise hereofof this Warrant, such substituted property as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the kind and amount number of shares of such stock or other securities or property which immediately theretofore purchasable and receivable upon the holder would have been entitled to receive if, immediately prior to exercise of this Warrant had such reorganization, reclassification, consolidation, mergermerger or sale not taken place, or sale, the holder had held the number of Warrant Shares which were then purchasable upon the exercise of the Warrant. In and in any such case, case appropriate adjustment (as determined in good faith by the Board of Directors of the Company) provision shall be made in the application of the provisions set forth herein with respect to the rights and interest thereafter interests of the holder of the Warrant, this Warrant to the end that the provisions set forth herein hereof (including without limitation provisions with respect to for adjustments of the Exercise Price and of the number of shares purchasable upon the exercise priceof this Warrant) shall thereafter be applicable, as nearly as reasonably may bebe practicable, in relation to any shares of stock or other substituted property thereafter deliverable purchasable and receivable upon the exercise of the this Warrant. (d) In the event the Company at any time after the date hereof makes, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in securities of the Company (other than dividends or distributions described in Section 4(b) of this Warrant), then and in each such event thereafter, the holder of this Warrant upon the exercise thereof will be entitled to receive the number of shares of Common Stock purchased at the Exercise Price then in effect, and, in addition and without payment therefor, the amount of securities of the Company that such holder would have received had such holder exercised this Warrant on the date of such event. (e) If at any time or from time to time the Company shall issue or sell any Additional Shares (as defined below) for an Effective Price (as defined below) per share less than the applicable Exercise Price of the Warrant then in effect, then and in each such case, the then applicable Exercise Price of the Warrant shall be reduced to an adjusted Exercise Price, as of the opening of business on the date of such issue or sale, equal to such Effective Price and the number of shares purchasable shall be adjusted as provided in Section 4(a) above.