Common use of Antidilution Clause in Contracts

Antidilution. A. If, while this Warrant is outstanding, the Company (i) effects a subdivision of the outstanding Common Stock or (ii) issues any Common Stock by reclassification of its Common Stock, the Exercise Price then in effect shall be proportionately decreased and the number of Shares issuable upon exercise of this Warrant shall be increased in proportion to such increase of outstanding Common Stock, and conversely, if, while this Warrant is outstanding, the Company combines the outstanding Common Stock, the Exercise Price then in effect shall be proportionately increased and the number of Shares issuable upon exercise of this Warrant shall be decreased in proportion to such decrease in outstanding Common Stock. Any adjustment under this Article “5” shall become effective as of the record date for such event. For purposes of this Article “5”, a stock dividend shall be considered a split. B. All calculations under this Article “5” shall be made to the nearest one-hundredth of a cent or to the nearest one-hundredth of a share, as the case may be. C. In any case in which this Article “5” shall require that an adjustment in the number of Shares be made effective as of a record date for a specified event, the Company may elect to defer, until the occurrence of such event, issuing to the Holder, if the Holder exercised this Warrant after such record date, the Shares, if any, issuable upon such exercise over and above the number of Shares issuable upon such exercise on the basis of the number of shares of Common Stock in effect prior to such adjustment; provided, however, that the Company shall deliver to the Holder a due xxxx or other appropriate instrument evidencing the Holder’s right to receive such additional shares of Common Stock upon the occurrence of the event requiring such adjustment. D. Whenever there shall be an adjustment as provided in this Article “5”, the Company shall within five (5) business days thereafter cause written notice thereof to be sent to the Holder pursuant to Paragraph “C” of Article “13” of this Warrant, which notice shall be accompanied by an officer’s certificate setting forth the number of Shares issuable and the Exercise Price thereof after such adjustment and setting forth a brief statement of the facts requiring such adjustment and the computation thereof, which officer’s certificate shall be conclusive evidence of the correctness of any such adjustment absent manifest error.

Antidilution. A. If, while this Warrant is outstanding, (a) In the event that the Company shall at any time; (i) effects declare a subdivision of dividend on the outstanding Common Stock or payable in shares of its capital stock, (ii) issues any subdivide the outstanding Common Stock; (iii) combine the outstanding Common Stock into a smaller number of shares; or (iv) issue any shares of its capital stock by reclassification of its the Common StockStock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), then, in each case, the Exercise Price then per Warrant Share in effect shall be proportionately decreased and at the number of Shares issuable upon exercise of this Warrant shall be increased in proportion to such increase of outstanding Common Stock, and conversely, if, while this Warrant is outstanding, the Company combines the outstanding Common Stock, the Exercise Price then in effect shall be proportionately increased and the number of Shares issuable upon exercise of this Warrant shall be decreased in proportion to such decrease in outstanding Common Stock. Any adjustment under this Article “5” shall become effective as time of the record date for the determination of stockholders entitled to receive such event. For purposes dividend or distribution or of this Article “5”the effective date of such subdivision, a stock dividend combination, or reclassification shall be considered adjusted so that it shall equal the price determined by multiplying such Exercise Price by a splitfraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such action, and the denominator of which shall be the number of shares of Common Stock outstanding after giving effect to such action. Such adjustment shall be made successively whenever any event listed above shall occur and shall become effective at the close of business on such record date or at the close of business on the date immediately preceding such effective date, as applicable. B. (b) All calculations under this Article “5” Section 5 shall be made to the nearest one-hundredth of a cent or to the nearest one-hundredth of a share, as the case may be. C. (c) In any case in which this Article “5” Section 5 shall require that an adjustment in the number of Warrant Shares be made effective as of a record date for a specified event, the Company may elect to defer, until the occurrence of such event, issuing to the Holder, if the Holder exercised this Warrant after such record date, the Warrant Shares, if any, issuable upon such exercise over and above the number of Warrant Shares issuable upon such exercise on the basis of the number of shares of Common Stock in effect prior to such adjustment; provided, however, that the Company shall deliver to the Holder a due xxxx or other appropriate instrument evidencing the Holder’s right to receive such additional shares of Common Stock upon the occurrence of the event requiring such adjustment. D. (d) Whenever there shall be an adjustment as provided in this Article “Section 5”, the Company shall within five (5) business 15 days thereafter cause written notice thereof to be sent by registered mail, postage prepaid, to the Holder pursuant to Paragraph “C” of Article “13” of this WarrantHolder, at its address as it shall appear in the Warrant Register, which notice shall be accompanied by an officer’s certificate setting forth the number of Warrant Shares issuable and the Exercise Price thereof after such adjustment and setting forth a brief statement of the facts requiring such adjustment and the computation thereof, which officer’s certificate shall be conclusive evidence of the correctness of any such adjustment absent manifest error. (e) The Company shall not be required to issue fractions of shares of Common Stock or other capital stock of the Company upon the exercise of this Warrant. If any fraction of a share of Common Stock would be issuable on the exercise of this Warrant (or specified portions thereof), the Company shall purchase such fraction for an amount in cash equal to the same fraction of the average closing sale price (or average of the closing bid and asked prices, if closing sale price is not available) of Common Stock for the 10 trading days ending on and including the date of exercise of this Warrant. (f) No adjustment in the Exercise Price per Warrant Share shall be required if such adjustment is less than $0.05; provided, however, that any adjustments which by reason of this Section 5 are not required to be made shall be carried forward and taken into account in any subsequent adjustment.

Antidilution. A. If, while this Warrant is outstanding, (a) In the event that the Company shall at any time; (i) effects declare a subdivision of dividend on the outstanding Common Stock or payable in shares of its capital stock, (ii) issues any subdivide the outstanding Common Stock; (iii) combine the outstanding Common Stock into a smaller number of shares; or (iv) issue any shares of its capital stock by reclassification of its the Common StockStock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), then, in each case, the Exercise Price then per Warrant Share in effect shall be proportionately decreased and at the number of Shares issuable upon exercise of this Warrant shall be increased in proportion to such increase of outstanding Common Stock, and conversely, if, while this Warrant is outstanding, the Company combines the outstanding Common Stock, the Exercise Price then in effect shall be proportionately increased and the number of Shares issuable upon exercise of this Warrant shall be decreased in proportion to such decrease in outstanding Common Stock. Any adjustment under this Article “5” shall become effective as time of the record date for the determination of stockholders entitled to receive such event. For purposes dividend or distribution or of this Article “5”the effective date of such subdivision, a stock dividend combination, or reclassification shall be considered adjusted so that it shall equal the price determined by multiplying such Exercise Price by a splitfraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such action, and the denominator of which shall be the number of shares of Common Stock outstanding after giving effect to such action. Such adjustment shall be made successively whenever any event listed above shall occur and shall become effective at the close of business on such record date or at the close of business on the date immediately preceding such effective date, as applicable. B. (b) All calculations under this Article “5” Section 5 shall be made to the nearest one-hundredth of a cent or to the nearest one-hundredth of a share, as the case may be. C. (c) In any case in which this Article “5” Section 5 shall require that an adjustment in the number of Warrant Shares be made effective as of a record date for a specified event, the Company may elect to defer, until the occurrence of such event, issuing to the Holder, if the Holder exercised this Warrant after such record date, the Warrant Shares, if any, issuable upon such exercise over and above the number of Warrant Shares issuable upon such exercise on the basis of the number of shares of Common Stock in effect prior to such adjustment; provided, however, that the Company shall deliver to the Holder a due xxxx bill or other appropriate instrument inxxxxment evidencing the Holder’s 's right to receive such additional shares of Common Stock upon the occurrence of the event requiring such adjustment. D. (d) Whenever there shall be an adjustment as provided in this Article “Section 5”, the Company shall within five (5) business 15 days thereafter cause written notice thereof to be sent by registered mail, postage prepaid, to the Holder pursuant to Paragraph “C” of Article “13” of this WarrantHolder, at its address as it shall appear in the Warrant Register, which notice shall be accompanied by an officer’s 's certificate setting forth the number of Warrant Shares issuable and the Exercise Price thereof after such adjustment and setting forth a brief statement of the facts requiring such adjustment and the computation thereof, which officer’s 's certificate shall be conclusive evidence of the correctness of any such adjustment absent manifest error. (e) The Company shall not be required to issue fractions of shares of Common Stock or other capital stock of the Company upon the exercise of this Warrant. If any fraction of a share of Common Stock would be issuable on the exercise of this Warrant (or specified portions thereof), the Company shall purchase such fraction for an amount in cash equal to the same fraction of the average closing sale price (or average of the closing bid and asked prices, if closing sale price is not available) of Common Stock for the 10 trading days ending on and including the date of exercise of this Warrant. (f) No adjustment in the Exercise Price per Warrant Share shall be required if such adjustment is less than $0.05; provided, however, that any adjustments which by reason of this Section 5 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (g) Whenever the Exercise Price payable upon exercise of this Warrant is adjusted pursuant to subsection (a) above, the number of Warrant Shares issuable upon exercise of this Warrant shall simultaneously be adjusted by multiplying the number of Warrant Shares theretofore issuable upon exercise of this Warrant by the Exercise Price in effect on the date hereof and dividing the product so obtained by the Exercise Price, as adjusted.

Antidilution. A. If, while this Warrant is outstanding, (a) In the event that the Company shall at any time; (i) effects declare a subdivision of dividend on the outstanding Common Stock or payable in shares of its capital stock, (ii) issues any subdivide the outstanding Common Stock; (iii) combine the outstanding Common Stock into a smaller number of shares; or (iv) issue any shares of its capital stock by reclassification of its the Common StockStock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), then, in each case, the Exercise Price then per Warrant Share in effect shall be proportionately decreased and at the number of Shares issuable upon exercise of this Warrant shall be increased in proportion to such increase of outstanding Common Stock, and conversely, if, while this Warrant is outstanding, the Company combines the outstanding Common Stock, the Exercise Price then in effect shall be proportionately increased and the number of Shares issuable upon exercise of this Warrant shall be decreased in proportion to such decrease in outstanding Common Stock. Any adjustment under this Article “5” shall become effective as time of the record date for the determination of stockholders entitled to receive such event. For purposes dividend or distribution or of this Article “5”the effective date of such subdivision, a stock dividend combination, or reclassification shall be considered adjusted so that it shall equal the price determined by multiplying such Exercise Price by a splitfraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such action, and the denominator of which shall be the number of shares of Common Stock outstanding after giving effect to such action. Such adjustment shall be made successively whenever any event listed above shall occur and shall become effective at the close of business on such record date or at the close of business on the date immediately preceding such effective date, as applicable. B. (b) All calculations under this Article “5” Section 5 shall be made to the nearest one-hundredth of a cent or to the nearest one-hundredth of a share, as the case may be. C. (c) In any case in which this Article “5” Section 5 shall require that an adjustment in the number of Warrant Shares be made effective as of a record date for a specified event, the Company may elect to defer, until the occurrence of such event, issuing to the Holder, if the Holder exercised this Warrant after such record date, the Warrant Shares, if any, issuable upon such exercise over and above the number of Warrant Shares issuable upon such exercise on the basis of the number of shares of Common Stock in effect prior to such adjustment; provided, however, that the Company shall deliver to the Holder a due xxxx bill or other appropriate instrument ixxxxument evidencing the Holder’s 's right to receive such additional shares of Common Stock upon the occurrence of the event requiring such adjustment. D. (d) Whenever there shall be an adjustment as provided in this Article “Section 5”, the Company shall within five (5) business 15 days thereafter cause written notice thereof to be sent by registered mail, postage prepaid, to the Holder pursuant to Paragraph “C” of Article “13” of this WarrantHolder, at its address as it shall appear in the Warrant Register, which notice shall be accompanied by an officer’s 's certificate setting forth the number of Warrant Shares issuable and the Exercise Price thereof after such adjustment and setting forth a brief statement of the facts requiring such adjustment and the computation thereof, which officer’s 's certificate shall be conclusive evidence of the correctness of any such adjustment absent manifest error. (e) The Company shall not be required to issue fractions of shares of Common Stock or other capital stock of the Company upon the exercise of this Warrant. If any fraction of a share of Common Stock would be issuable on the exercise of this Warrant (or specified portions thereof), the Company shall purchase such fraction for an amount in cash equal to the same fraction of the average closing sale price (or average of the closing bid and asked prices, if closing sale price is not available) of Common Stock for the 10 trading days ending on and including the date of exercise of this Warrant. (f) No adjustment in the Exercise Price per Warrant Share shall be required if such adjustment is less than $0.05; provided, however, that any adjustments which by reason of this Section 5 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (g) Whenever the Exercise Price payable upon exercise of this Warrant is adjusted pursuant to subsection (a) above, the number of Warrant Shares issuable upon exercise of this Warrant shall simultaneously be adjusted by multiplying the number of Warrant Shares theretofore issuable upon exercise of this Warrant by the Exercise Price in effect on the date hereof and dividing the product so obtained by the Exercise Price, as adjusted.

Antidilution. A. If, while this Warrant is outstanding, (a) In the event that the outstanding shares of Stock are changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of merger, consolidation, reorganization, recapitalization, reclassification, combination or exchange of shares, stock split or stock dividend, or in the event that any spin-off, spin-out or other distribution of assets materially affects the price of the Company's stock: (i) effects a subdivision The aggregate number and kind of shares of Stock for which Options, SARs and/or Restricted Stock may be granted hereunder shall be adjusted proportionately by the outstanding Common Stock or Board; and (ii) issues any Common Stock by reclassification The rights of its Common Stock, the Exercise Price then in effect shall be proportionately decreased and the number of Shares issuable upon exercise of this Warrant shall be increased in proportion to such increase of outstanding Common Stock, and conversely, if, while this Warrant is outstanding, the Company combines the outstanding Common Stock, the Exercise Price then in effect shall be proportionately increased and the number of Shares issuable upon exercise of this Warrant shall be decreased in proportion to such decrease in outstanding Common Stock. Any adjustment under this Article “5” shall become effective as of the record date for such event. For purposes of this Article “5”, a stock dividend shall be considered a split. B. All calculations under this Article “5” shall be made to the nearest one-hundredth of a cent or to the nearest one-hundredth of a share, as the case may be. C. In any case in which this Article “5” shall require that an adjustment in the number of Shares be made effective as of a record date for a specified event, the Company may elect to defer, until the occurrence of such event, issuing to the Holder, if the Holder exercised this Warrant after such record date, the Shares, if any, issuable upon such exercise over and above the number of Shares issuable upon such exercise on the basis of Participants (concerning the number of shares subject to Options and SARs and the Option Price) under outstanding Options and SARs shall be adjusted proportionately by the Board. (b) If the Company shall be a party to any reorganization in which it does not survive, involving merger, consolidation, or acquisition of Common the stock or substantially all the assets of the Company, the Board, in its discretion, may: (i) declare that all Options and SARs granted under the Plan shall become exercisable immediately and that all Restricted Stock shall become vested notwithstanding the provisions of the respective Agreements regarding exercisability or vesting, and that all such Options and SARs shall terminate 30 days after the Board gives written notice of the immediate right to exercise all such Options and SARs and of the decision to terminate all Options and SARs not exercised within such 30- day period; or (ii) notify all Participants that all Options and SARs granted under the Plan and all Restricted Stock Agreements shall be assumed by the successor corporation or substituted with Options, SARs or Restricted Stock issued by such successor corporation. (c) If the Company is to be liquidated or dissolved in effect connection with a reorganization described in paragraph 5.2(b), the provisions of such paragraph shall apply. In all other instances, the adoption of a plan of dissolution or liquidation of the Company shall cause (i) every Option and SAR outstanding under the Plan to terminate to the extent not exercised prior to the adoption of the plan of dissolution or liquidation by the stockholders, provided that the Board in its discretion may declare all Options and SARs granted under the Plan to be exercisable at any time on or before the fifth business day following such adjustment; providedadoption notwithstanding the provisions of the respective Agreements regarding exercisability and (ii) every share of Restricted Stock to vest. The Board's actions under this provision and the Participant's exercise of Options and SAR's under this provision shall be subject, however, that the Company shall deliver to the Holder a due xxxx or other appropriate instrument evidencing the Holder’s right to receive such additional shares of Common Stock upon the occurrence of the event requiring such adjustmentlimitations set forth in Articles VI and Article VII hereof. D. Whenever there (d) The adjustments described in paragraphs (a) through (c) of this Section 5.2, and the manner of their application, shall be an adjustment as provided in this Article “5”determined solely by the Board, the Company shall within five (5) business days thereafter cause written notice thereof to be sent to the Holder pursuant to Paragraph “C” of Article “13” of this Warrant, which notice shall be accompanied by an officer’s certificate setting forth the number of Shares issuable and the Exercise Price thereof after such adjustment and setting forth a brief statement of the facts requiring such adjustment and the computation thereof, which officer’s certificate shall be conclusive evidence of the correctness of any such adjustment absent manifest errormay provide for the elimination of fractional share interests. The adjustments required under this Article V shall apply to any successors of the Company and shall be made regardless of the number or type of successive events requiring such adjustments.

Antidilution. A. If, while The following provisions shall govern dilution of the Warrants or Shares issuable under this Warrant is outstanding, Agreement. (a) In the Company event that the Issuer shall at any time after the date of this Warrant Agreement (i) effects declare a subdivision dividend on the Common Stock in shares of its capital stock (whether in shares of Common Stock or of capital stock of any other class), (ii) split or subdivide the outstanding Common Stock or (iiiii) issues any Common Stock by reclassification of its Common Stock, the Exercise Price then in effect shall be proportionately decreased and the number of Shares issuable upon exercise of this Warrant shall be increased in proportion to such increase of outstanding Common Stock, and conversely, if, while this Warrant is outstanding, the Company combines combine the outstanding Common StockStock into a smaller number of shares, the Exercise Price then number and/or kind of shares subject to the Warrants in effect shall be proportionately increased and at the number of Shares issuable upon exercise of this Warrant shall be decreased in proportion to such decrease in outstanding Common Stock. Any adjustment under this Article “5” shall become effective as time of the record date for such event. For purposes dividend or of this Article “5”the effective date of such split, a stock dividend subdivision or combination shall be considered adjusted so that the holder of any Warrant shall be entitled to receive, upon payment of the aggregate Warrant Price, the aggregate number and kind of shares issuable or payable on the aggregate number of Shares for which the Warrants are exercisable, without regard to Section 1(b) solely for this purpose, as a split. B. All calculations under this Article “5” result of such dividend, subdivision or combination. Such adjustment shall be made successively whenever any event listed above shall occur. (b) In the event that the Issuer issues any securities or rights in addition to those outstanding on the date hereof and defined as "Closing Date Stock" in Section 1 hereof other than to a public offering in which the Shares are registered or purchased under Section 8 below, the aggregate number of Shares for which the Warrants are exercisable, without regard to Section 1(b) solely for this purpose, shall automatically be adjusted so that following such an issuance, the Administrative Agent's Proportionate Share shall remain as in existence immediately prior to such issuance. (c) If at any time before the Termination Date there shall occur any capital reorganization or any reclassification of the stock of the Issuer not specified in Section 7(a) above, or the consolidation or merger of the Issuer with or into another person (other than a consolidation or merger in which the Issuer is the continuing corporation and which does not result in any change in the Common Stock or the Administrative Agent's Proportionate Share thereof) or the sale or disposition of all or substantially all of the properties and assets of the Issuer as an entirety to any other person, then, after such reorganization, reclassification, consolidation, merger, sale or other disposition, each outstanding Warrant shall be exercisable for the kind and number of shares of stock or other securities or property of the Issuer or of the corporation resulting from such consolidation or surviving such merger or to which such properties and assets shall have been sold or otherwise disposed to which such holder would have been entitled if it held the Shares issuable upon the exercise of Warrants issued hereunder immediately prior to such reorganization, reclassification, consolidation, merger, sale or other disposition. The provisions of this Section 7(c) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales or other dispositions. (d) If at any time, as a result of an adjustment made pursuant to this Section 7, the holder of any Warrant thereafter exercised shall become entitled to receive any shares of the Issuer other than shares of Common Stock, thereafter the number 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 nearest one-hundredth of a cent or provisions with respect to the nearest one-hundredth Shares contained in this Section 7, and the provisions of a share, as this Warrant Agreement with respect to the case may beShares shall apply on like terms to such other shares. C. In any case in which this Article “5” shall require that an adjustment in (e) Whenever the number of Shares for which the Warrants are exercisable shall be made effective subject to adjustment as of a record date for a specified eventprovided in this Section 7, the Company Issuer shall forthwith prepare a statement, signed by its chief financial officer, showing in detail the facts requiring such adjustment and the Shares for which the Warrants may elect to defer, until the occurrence be exercised that shall be in effect after such adjustment. The Issuer shall cause a copy of such eventstatement to be sent by certified mail, issuing return receipt requested or by overnight courier (with receipt) to each holder of the Warrants or Shares at its address appearing on the Issuer's records. (f) The Issuer shall pay all documentary, stamp or other transactional taxes attributable to the Holder, if the Holder exercised this Warrant after such record date, the Shares, if any, issuable upon such exercise over and above the number issuance or delivery of Shares issuable upon such exercise on the basis of the number of shares of Common Stock in effect prior to such adjustmentany Warrant; provided, however, that the Company Issuer shall deliver not be required to pay any issue taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificate for such Shares in a name other than that of the holder of the applicable Warrant. (g) In the event the Issuer shall propose to take any action of the types described in this Section 7, the Issuer shall give notice to the Holder a due xxxx holders of the Warrants, in the manner set forth in Section 7(e) above, which notice shall specify the record date, if any, with respect to any such action and the date on which such action is to take place. Such notice shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action (to the extent such effect may be known at the date of such notice) on the Shares for which the Warrants are exercisable and the number, kind or class of shares or other appropriate instrument evidencing securities or property which shall be deliverable or purchasable upon the Holder’s right occurrence of such action or deliverable upon exercise of the Warrants. Such notice shall be given at least twenty (20) days prior to the taking of such proposed action. Failure to give such notice, or any defect therein, shall not affect the legality or validity of any such action or the rights of holders of Warrants or Shares to receive the benefits of this Section 7. (h) If any question shall at any time arise with respect to an adjustment to the number of Shares into which the Warrants may be exercised, such additional question shall be determined by the independent auditors of the Issuer, unless it is demonstrably incorrect, and such determination shall be binding upon the Issuer and the holders of the Warrants and the Shares. (i) Anything in this Section 7 to the contrary notwithstanding, the Issuer shall be entitled to make such reductions in the Warrant Price or increase in the number of Shares purchasable upon the exercise of each Warrant, in addition to those adjustments required by this Section 7, as shall be advisable in order that any consolidation or subdivision of the Common Stock, or any issuance wholly for cash of any shares of Common Stock upon at less than the occurrence current market price, or any issuance wholly for cash or shares of Common Stock or securities which by their terms are convertible into or exchangeable for shares of Common Stock, or any stock dividend, or any issuance of rights, options or warrants referred to hereinabove in this Section 8, hereinafter made by the event requiring such adjustmentIssuer to the holders of its Common Stock shall not be taxable to them. D. Whenever there shall be an adjustment as provided in this Article “5”, the Company shall within five (5j) business days thereafter cause written notice thereof to be sent Anything contained herein to the Holder pursuant to Paragraph “C” of Article “13” of contrary notwithstanding, this WarrantSection 7 shall terminate in all respects, which notice and shall be accompanied by an officer’s certificate setting forth have no further force or effect after the number of Shares issuable and the Exercise Price thereof after such adjustment and setting forth a brief statement of the facts requiring such adjustment and the computation thereof, which officer’s certificate shall be conclusive evidence of the correctness of any such adjustment absent manifest errorTermination Date.

Antidilution. A. If, while this Warrant is outstanding, (a) In the Company (i) effects a subdivision event of any change after the outstanding Common Stock or (ii) issues any Common Stock by reclassification of its Common Stock, the Exercise Price then in effect shall be proportionately decreased and the number of Shares issuable upon exercise of this Warrant shall be increased in proportion to such increase of outstanding Common Stock, and conversely, if, while this Warrant is outstanding, the Company combines the outstanding Common Stock, the Exercise Price then in effect shall be proportionately increased and the number of Shares issuable upon exercise of this Warrant shall be decreased in proportion to such decrease in outstanding Common Stock. Any adjustment under this Article “5” shall become effective as of the record date for such event. For purposes of this Article “5”, a stock dividend shall be considered a split. B. All calculations under this Article “5” shall be made to the nearest one-hundredth of a cent or to the nearest one-hundredth of a share, as the case may be. C. In any case in which this Article “5” shall require that an adjustment hereof in the number of Shares issued shares of common stock (or any class thereof) of Holdings by reason of any stock dividend, split-up, recapitalization, merger, combination, conversion, exchange of shares or other change in the corporate or capital structure of Holdings, then there shall be appropriate and equitable adjustments made effective as of a record date for a specified event, the Company may elect to defer, until the occurrence (with adjustments being cumulative if more than one of such event, issuing to the Holder, if the Holder exercised this Warrant after such record date, the Shares, if any, issuable upon such exercise over and above events shall have occurred) in the number of Shares issuable upon such exercise on the basis of the number and kind of shares of Common stock or other securities of Holdings (i) thereafter issued to Franxx xxxn exercise of the 1996 Stock in effect prior Option, the 1998 Stock Option, the 1999 Stock Option and any other stock options heretofore or hereafter granted to such adjustment; providedFranxx xxxer the Incentive Plan and (ii) Restricted Shares hereafter granted to Franxx xxxer the Incentive Plan. Whenever an adjustment is made as required or permitted by the provisions of this paragraph (a), however, that the Company Holdings shall promptly deliver to the Holder a due xxxx or other appropriate instrument evidencing the Holder’s right to receive such additional shares of Common Stock upon the occurrence of the event requiring such adjustment. D. Whenever there shall be an adjustment as provided in this Article “5”, the Company shall within five (5) business days thereafter cause written Franxx xxxtten notice thereof to be sent to the Holder pursuant to Paragraph “C” of Article “13” of this Warrant, which notice shall be accompanied by an officer’s certificate setting forth the number of Shares issuable and the Exercise Price thereof after such adjustment and setting forth a brief statement of the facts requiring such adjustment and the computation thereof. (b) In case of any liquidation, which officer’s certificate shall be conclusive evidence dissolution or winding up of the correctness affairs of Holdings, Holdings shall make prompt, proportionate, equitable, lawful and adequate provision as part of the terms of such dissolution, liquidation or winding up such that Franxx xxx thereafter receive, in lieu of each Share which Franxx xxxld have been entitled to receive upon exercise of the 1996 Stock Option, the 1998 Stock Option, the 1999 Stock Option or any other option to purchase Shares, the same kind and amount of any stock, securities or assets as may be issuable, distributable or payable on any such adjustment absent manifest error.dissolution,

Antidilution. A. If, while this Warrant is outstanding, (a) In the event that the outstanding shares of Common Stock are changed into or exchanged for a different number or kind of shares or other securities of the Company (i) effects a subdivision by reason of merger, consolidation, reorganization, recapitalization, reclassification, combination or exchange of shares, stock split or stock dividend, or in the event that any spin-off, split-up, split-off, or other distribution of assets which materially affects the fair market value of the outstanding Common Stock or (ii) issues any Common Stock by reclassification of its Common Stock, the Exercise Price then in effect shall be proportionately decreased and the number of Shares issuable upon exercise of this Warrant shall be increased in proportion to such increase of outstanding Common Stock, and conversely, if, while this Warrant is outstanding, the Company combines the outstanding Common Stock, the Exercise Price then in effect shall be proportionately increased and the number of Shares issuable upon exercise of this Warrant shall be decreased in proportion to such decrease in outstanding Common Stock. Any adjustment under this Article “5” shall become effective as rights of the record date for such event. For purposes of this Article “5”, a stock dividend shall be considered a split. B. All calculations under this Article “5” shall be made to Optionee concerning the nearest one-hundredth of a cent or to the nearest one-hundredth of a share, as the case may be. C. In any case in which this Article “5” shall require that an adjustment in the number of Shares be made effective as of a record date for a specified event, the Company may elect to defer, until the occurrence of such event, issuing to the Holder, if the Holder exercised this Warrant after such record date, the Shares, if any, issuable upon such exercise over and above the number of Shares issuable upon such exercise on the basis of the (number of shares of Common Stock, kind of security if other than Common Stock in effect prior to such adjustment; provided, however, that and the Exercise Price) under the Option shall be adjusted proportionately by the Board. (b) If the Company shall deliver be a party to any reorganization in which it does not survive, involving merger, consolidation, or acquisition of the stock or substantially all the assets of the Company, the Board, in its discretion, may: (i) notwithstanding other provisions hereof, declare that the Option granted herein shall become exercisable immediately notwithstanding the provisions of this Agreement regarding vesting and exercisability and that the Option shall terminate 30 days after the Board gives written notice of the immediate right to exercise the Option and of the decision to terminate the Option not exercised within such 30-day period; and/or (ii) notify the Optionee that the Option shall be assumed by the successor corporation or substituted on an equitable basis with option issued by such successor corporation. (c) If the Company is to be liquidated or dissolved or otherwise ceases to exist in connection with a reorganization described in Section 5(b), the provisions of such section shall apply. In all other instances, the adoption of a plan of dissolution or liquidation of the Company shall, notwithstanding other provisions hereof, cause the Option to terminate to the Holder a due xxxx or other appropriate instrument evidencing extent not exercised prior to the Holder’s right to receive such additional shares of Common Stock upon the occurrence adoption of the event requiring plan of dissolution or liquidation by the shareholders; PROVIDED THAT, notwithstanding other provisions hereof, the Board may declare the Option to be exercisable at any time on or before the fifth business day following such adjustmentadoption notwithstanding the provisions of this Agreement regarding exercisability. D. Whenever there (d) The adjustments described in paragraphs (a) through (c) of this Section 5, and the manner of their application, shall be an adjustment as provided in this Article “5”determined by the Board, the Company shall within five (5) business days thereafter cause written notice thereof to be sent to the Holder pursuant to Paragraph “C” of Article “13” of this Warrant, which notice shall be accompanied by an officer’s certificate setting forth the number of Shares issuable and the Exercise Price thereof after such adjustment and setting forth a brief statement of the facts requiring such adjustment and the computation thereof, which officer’s certificate shall be conclusive evidence of the correctness of any such adjustment absent manifest errormay provide for the elimination of fractional share interests. The adjustments required under this Section 5 shall apply to any successors of the Company and shall be made regardless of the number or type of successive events requiring such adjustments.

Antidilution. A. If, while this Warrant is outstandingSubject to Section 4 whenever after the date hereof and prior to the closing of a Qualified Public Offering the Company shall propose to issue or sell any Shares (or shall issue or sell any Stock Purchase Right) upon terms which are less than Fair Market Value, the Company (i) effects a subdivision number of the outstanding Common Stock or (ii) issues any Common Stock by reclassification of its Common Stock, the Exercise Price then in effect Warrant Shares shall be proportionately decreased and adjusted to the number of Shares issuable upon exercise determined as follows: (a) The Fair Market Value of this Warrant the Company immediately prior to such issuance or sale (each event being an "Issuance") shall be increased in proportion to such increase of outstanding Common Stock, and conversely, if, while this Warrant is outstanding, the Company combines the outstanding Common Stock, the Exercise Price then in effect shall be proportionately increased and divided by the number of Shares issuable upon exercise Deemed Outstanding immediately prior to the Issuance (the "Pre-Dilution Share Value"). (b) The number of this Warrant Shares immediately prior to the issuance shall be decreased in proportion multiplied by the Pre-Dilution Share Value (the "Pre-Dilution Warrant Value"). (c) The dollar proceeds from the issuance shall be added to such decrease in outstanding Common Stock. Any adjustment under this Article “5” shall become effective as the Fair Market Value of the record date for such event. For purposes Company immediately prior to the issuance to determine the Fair Market Value of this Article “5”, a stock dividend the Company immediately after the issuance. (d) The Pre-Dilution Warrant Value shall be considered a split. B. All calculations under this Article “5” divided by the Fair Market Value of the Company immediately after the issuance and the resulting quotient shall be made rounded up or down to the nearest one-hundredth thousandth (the "Adjusted Warrant Percentage"). (e) The result obtained by (i) subtracting the number of Warrant Shares immediately prior to the issuance from the number of Shares Deemed Outstanding immediately prior to the Issuance and (ii) adding the number of Shares issued in the Issuance, each on a cent fully diluted basis (the "Post-Issuance Non-Warrant Shares"), shall be divided by the result of one minus the Adjusted Warrant Percentage, and the resulting quotient shall be rounded up or down to the nearest one-hundredth of a share, as thousandth (the case may be"Adjusted Shares Deemed Outstanding"). C. In any case in which this Article “5” shall require that an adjustment in the (f) The adjusted number of Warrant Shares be made effective as of a record date for a specified event, the Company may elect to defer, until the occurrence of such event, issuing to the Holder, if the Holder exercised this Warrant after such record date, the Shares, if any, issuable upon such exercise over and above the number of Shares issuable upon such exercise on the basis of the number of shares of Common Stock in effect prior to such adjustment; provided, however, that the Company shall deliver to the Holder a due xxxx or other appropriate instrument evidencing the Holder’s right to receive such additional shares of Common Stock upon the occurrence of the event requiring such adjustment. D. Whenever there shall be an adjustment as provided in this Article “5”, equal to (i) the Company shall within five Adjusted Shares Deemed Outstanding minus (5ii) business days thereafter cause written notice thereof to be sent to the Holder pursuant to Paragraph “C” of Article “13” of this Warrant, which notice shall be accompanied by an officer’s certificate setting forth the number of Shares issuable and the Exercise Price thereof after such adjustment and setting forth a brief statement of the facts requiring such adjustment and the computation thereof, which officer’s certificate shall be conclusive evidence of the correctness of any such adjustment absent manifest error.Post-Issuance Non-

Antidilution. A. If, while this Warrant is outstandingThe Company and HCCIC (collectively, the Company (i"Parties") effects a subdivision hereby acknowledge and agree that this Agreement is intended to allow HCCIC during the Exercise Period to exercise Warrants to purchase shares of Common Stock sufficient to entitle HET and all Subsidiaries of HET, including HCCIC, to own in the aggregate 50.0% of the outstanding Company's Common Stock. Accordingly, the Parties intend for HCCIC to be protected from dilution to the fullest extent possible. Therefore, if any event or circumstance that could lead to the dilution of HCCIC's interest upon exercise of the Warrants (such events include, without limitation, issuances of additional Common Stock pursuant to employee benefit plans or (ii) issues any Common Stock by reclassification otherwise, issuances of its securities convertible into Common Stock, issuances of classes of equity or voting securities other than Common Stock (including securities exercisable for, or convertible into, such securities), extraordinary dividends, distributions to stockholders and incurrence of indebtedness to stockholders) occurs, then, regardless of any consideration paid to the Exercise Price then Company in effect shall be proportionately decreased connection with such event and in addition to or as a supplement to any other adjustment required by this Section 11, the number of Warrant Shares issuable upon exercise of this Warrant shall be increased adjusted as necessary by the Board of Directors in proportion good faith to such increase of outstanding Common Stock, and conversely, if, while this Warrant is outstanding, give full effect to the Company combines the outstanding Common Stock, the Exercise Price then in effect shall be proportionately increased and the number of Shares issuable upon exercise of this Warrant shall be decreased in proportion to such decrease in outstanding Common Stock. Any adjustment under this Article “5” shall become effective as of the record date for such eventParties' aforementioned intent. For purposes of calculating the percentage of the Company's Common Stock held by HET and its Subsidiaries with respect to this Article “5”Section 11(k), any shares of Common Stock transferred by HET or its Subsidiaries to any person or entity which is not a stock dividend Permitted Transferee shall be considered deemed to be held by HET and its Subsidiaries; provided, however, that HET and its Subsidiaries shall not be deemed to hold (i) shares transferred pursuant to options to purchase a split. B. All calculations under this Article “5” shall be made to the nearest one-hundredth of a cent or to the nearest one-hundredth of a share, as the case may be. C. In any case in which this Article “5” shall require that an adjustment in the number of Shares be made effective as of a record date for a specified event, the Company may elect to defer, until the occurrence of such event, issuing to the Holder, if the Holder exercised this Warrant after such record date, the Shares, if any, issuable upon such exercise over and above the number of Shares issuable upon such exercise on the basis of the number of shares of Common Stock constituting in effect prior the aggregate up to such adjustment; provided, however, that 3.0% of the Company shall deliver Common Stock issued on the date of consummation of the Plan of Reorganization (the "Effective Date") to the Holder shareholders of New Orleans Louisiana Development Company, (ii) shares transferred pursuant to options to purchase a due xxxx or other appropriate instrument evidencing the Holder’s right to receive such additional number of shares of Common Stock upon constituting in the occurrence aggregate up to 1.5% of the event requiring such adjustment. D. Whenever there shall be an adjustment as provided Common Stock issued on the Effective Date to First National Bank of Commerce, (iii) shares constituting in this Article “5”the aggregate up to 3.5% of the Common Stock issued on the Effective Date to senior secured bondholders of Grand Palais Casino, Inc., (iv) shares constituting in the Company shall within five aggregate 2.0% of the Common Stock issued on the Effective Date to a disbursing agent for the benefit of the holders of the $435 million of 14 1/4% First Mortgage Notes due 2001 with Contingent Interest who consent to certain releases under the Plan of Reorganization, (5v) business days thereafter cause written notice thereof any shares of Common Stock which are both (a) transferred after the Effective Date to be sent HET or any of its Subsidiaries from any person or entity which is not a Permitted Transferred, and (b) subsequently transferred (and not reacquired) to a person or entity which is not a Permitted Transferee, prior to the Holder pursuant to Paragraph “C” date as of Article “13” of this Warrant, which notice shall be accompanied by an officer’s certificate setting forth the number of Shares issuable and the Exercise Price thereof after such adjustment and setting forth a brief statement percentage of the facts requiring such adjustment Company's Common Stock held by HET and the computation thereof, which officer’s certificate shall be conclusive evidence of the correctness of any such adjustment absent manifest errorits Subsidiaries is calculated.

Antidilution. A. If, while If any of the following events shall occur at any time or from time to time prior to the expiration of this Warrant is outstandingWarrant, the Company (i) effects a subdivision following adjustments shall be made in the Exercise Price and/or the number of the outstanding shares of Common Stock or then purchasable upon the exercise of this Warrant, as appropriate, with the exceptions hereinafter provided. (iia) issues In case the Company shall at any time subdivide its outstanding shares of Common Stock by reclassification into a greater number of its Common Stockshares, the Exercise Price then in effect immediately prior to such subdivision shall be proportionately decreased reduced and the number of Shares issuable upon exercise of shares purchasable under this Warrant shall be increased in proportion to such increase of outstanding Common Stock, proportionately increased; and conversely, if, while this Warrant is outstanding, in case the Common Stock of the Company combines the outstanding Common Stockshall be combined into a smaller number of shares, the Exercise Price then in effect immediately prior to such combination shall be proportionately increased and the number of Shares issuable upon shares purchasable hereunder shall be proportionately reduced. (b) If the Company shall declare a dividend on its Common Stock payable in stock or other securities of the Company or of any other corporation, or in property or otherwise than in cash, to holders of record of Common Stock as of a date prior to the date of exercise of this Warrant shall Warrant, Holder shall, without additional cost, be decreased entitled to receive upon the exercise hereof, in proportion to such decrease in outstanding Common Stock. Any adjustment under this Article “5” shall become effective as of the record date for such event. For purposes of this Article “5”, a stock dividend shall be considered a split. B. All calculations under this Article “5” shall be made addition to the nearest one-hundredth of a cent or Common Stock to the nearest one-hundredth of a share, as the case may be. C. In any case in which this Article “5” shall require that an adjustment in the number of Shares be made effective as of a record date for a specified event, the Company may elect to defer, until the occurrence of such event, issuing to the Holder, if the Holder exercised this Warrant after such record date, the Shares, if any, issuable is otherwise entitled upon such exercise over and above the number of Shares issuable upon such exercise on the basis of exercise, the number of shares of stock or other securities or property which Holder would have been entitled to receive if Xxxxxx had been a holder of such Common Stock in effect prior on such record date. (c) If the Company shall issue any shares of its Common Stock at an offering price of less than $5.00 per share, the Exercise Price shall be reduced to the price at which such adjustmentshares were issued and the number of shares purchasable under this Warrant shall be proportionately increased; provided, however, that the Company foregoing shall deliver not affect the determination of the Exercise Price pursuant to clause (ii) of the Holder a due xxxx or other appropriate instrument evidencing the Holder’s right to receive such additional second sentence of Section 1 hereof. (d) No fractional shares of Common Stock are to be issued upon the occurrence of the event requiring such adjustment. D. Whenever there shall be an adjustment as provided in this Article “5”, the Company shall within five (5) business days thereafter cause written notice thereof to be sent to the Holder pursuant to Paragraph “C” of Article “13” exercise of this Warrant, but the Company shall pay a cash adjustment in respect of any fraction of a share which notice shall would otherwise be accompanied by issuable in an officer’s certificate setting forth amount equal to the number of Shares issuable and the Exercise Price thereof after such adjustment and setting forth a brief statement same fraction of the facts requiring fair market value per share of Common Stock on the day of exercise, as reasonably determined by the board of directors; however, such adjustment and determination shall not take into any account any restraints on the computation thereof, which officer’s certificate shall be conclusive evidence transferability of the correctness of any such adjustment absent manifest errorCommon Stock.

Antidilution. A. (a) If, while this Warrant is outstanding, the Company (i) effects a subdivision of the outstanding Common Stock or (ii) issues any Common Stock by reclassification of its Common Stock, the Exercise Price then in effect shall be proportionately decreased and the number of Shares issuable upon exercise of this Warrant shall be increased in proportion to such increase of outstanding Common Stock, and conversely, if, while this Warrant is outstanding, the Company combines the outstanding Common Stock, the Exercise Price then in effect shall be proportionately increased and the number of Shares issuable upon exercise of this Warrant shall be decreased in proportion to such decrease in outstanding Common Stock. Any adjustment under this Article “5”6” shall become effective as of the record date for such event. For purposes of this Article “5”Article, a stock dividend shall be considered a split. B. (b) All calculations under this Article “5”6” shall be made to the nearest one-hundredth of a cent or to the nearest one-hundredth of a share, as the case may be. C. (c) In any case in which this Article “5”6” shall require that an adjustment in the number of Shares be made effective as of a record date for a specified event, the Company may elect to defer, until the occurrence of such event, issuing to the Holder, if the Holder exercised this Warrant after such record date, the Shares, if any, issuable upon such exercise over and above the number of Shares issuable upon such exercise on the basis of the number of shares of Common Stock in effect prior to such adjustment; adjustment provided, however, that the Company shall deliver to the Holder a due xxxx or other appropriate instrument evidencing the Holder’s right to receive such additional shares of Common Stock upon the occurrence of the event requiring such adjustment. D. (d) Whenever there shall be an adjustment as provided in this Article “5”6”, the Company shall within five fifteen (515) business days thereafter cause written notice thereof to be sent to the Holder pursuant to Paragraph “Cc” of Article “13” of this Warrant”16”, which notice shall be accompanied by an officer’s certificate setting forth the number of Shares issuable and the Exercise Price thereof after such adjustment and setting forth a brief statement of the facts requiring such adjustment and the computation thereof, which officer’s certificate shall be conclusive evidence of the correctness of any such adjustment absent manifest error. (e) The Company shall not be required to issue fractions of shares of Common Stock or other capital stock of the Company upon the exercise of this Warrant. If any fraction of a share of Common Stock would be issuable on the exercise of this Warrant (or specified portions thereof), the Company shall pay lieu of such fraction an amount in cash equal to the same fraction of the current market price on the date of the exercise of this Warrant. (f) No adjustment in the Exercise Price per Warrant shall be required if such adjustment is less than $.01; provided, however, that any adjustments which by reason of this Article ”6” are not required to be made shall be carried forward and taken into account in any subsequent adjustment.

Antidilution. A. If, while this Warrant is outstanding, (a) If (x) the outstanding shares of Stock are changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of merger, consolidation, reorganization, recapitalization, reclassification, combination or exchange of shares, or stock split or stock dividend, (y) any spin-off, spin-out or other distribution of assets materially affects the price of the Company's stock, or (z) there is any assumption and conversion to the Plan by the Company of an acquired company's outstanding option grants, then: (i) effects a subdivision the aggregate number and kind of shares of Stock for which Options or Awards may be granted hereunder shall be adjusted proportionately by the outstanding Common Stock or Committee; and (ii) issues any Common Stock the rights of Optionees under outstanding Options and the rights of the holders of Awards, shall be adjusted proportionately by reclassification the Committee. (b) If the Company is subject to a transaction in which it does not survive, involving merger, consolidation, or acquisition of its Common Stockthe stock or substantially all the assets of the Company or other similar transaction, the Exercise Price then Committee, in effect its discretion, may: (i) notwithstanding other provisions hereof, declare that all Options granted under the Plan shall become exercisable immediately notwithstanding the provisions of the respective Stock Option or Award Agreements regarding exercisability, that all such Options and SARs shall terminate 30 days after the Committee gives written notice of the immediate right to exercise all such Options and SARs and of the decision to terminate all Options and SARs not exercised within such 30-day period, and that all then-remaining restrictions pertaining to Awards under the Plan shall immediately lapse; and/or (ii) notify all Grantees that all Options or Awards granted under the Plan shall be proportionately decreased assumed by the successor corporation or substituted on an equitable basis with options, SARs or restricted stock issued by such successor corporation. The Company shall be deemed not to have survived a transaction if pursuant to such transaction the Company becomes a wholly-owned subsidiary of another entity. (c) If the Company is to be liquidated or dissolved in connection with a reorganization described in Section 5.2(b), the provisions of such Section shall apply. In all other instances, the adoption of a plan of dissolution or liquidation of the Company shall, notwithstanding other provisions hereof, cause all then-remaining restrictions pertaining to Awards under the Plan to lapse, and shall cause every Option outstanding under the Plan to terminate to the extent not exercised prior to the adoption of the plan of dissolution or liquidation by the shareholders, provided that, notwithstanding other provisions hereof, the Committee may declare all Options and SARs granted under the Plan to be exercisable at any time on or before the fifth business day following such adoption notwithstanding the provisions of the respective Stock Option or Award Agreements regarding exercisability. (d) The adjustments described in paragraphs (a) through (c) of this Section 5.2, and the number manner of Shares issuable upon exercise of this Warrant their application, shall be increased in proportion to such increase of outstanding Common Stock, and conversely, if, while this Warrant is outstanding, determined solely by the Company combines the outstanding Common Stock, the Exercise Price then in effect shall be proportionately increased and the number of Shares issuable upon exercise of this Warrant shall be decreased in proportion to such decrease in outstanding Common StockCommittee. Any adjustment The adjustments required under this Article “5” V shall become effective as apply to any successors of the record date for such event. For purposes of this Article “5”, a stock dividend shall be considered a split. B. All calculations under this Article “5” Company and shall be made to the nearest one-hundredth of a cent or to the nearest one-hundredth of a share, as the case may be. C. In any case in which this Article “5” shall require that an adjustment in the number of Shares be made effective as of a record date for a specified event, the Company may elect to defer, until the occurrence of such event, issuing to the Holder, if the Holder exercised this Warrant after such record date, the Shares, if any, issuable upon such exercise over and above the number of Shares issuable upon such exercise on the basis regardless of the number or type of shares of Common Stock in effect prior to such adjustment; provided, however, that the Company shall deliver to the Holder a due xxxx or other appropriate instrument evidencing the Holder’s right to receive such additional shares of Common Stock upon the occurrence of the event successive events requiring such adjustmentadjustments. D. Whenever there shall be an adjustment as provided in this Article “5”, the Company shall within five (5) business days thereafter cause written notice thereof to be sent to the Holder pursuant to Paragraph “C” of Article “13” of this Warrant, which notice shall be accompanied by an officer’s certificate setting forth the number of Shares issuable and the Exercise Price thereof after such adjustment and setting forth a brief statement of the facts requiring such adjustment and the computation thereof, which officer’s certificate shall be conclusive evidence of the correctness of any such adjustment absent manifest error.

Antidilution. A. (a) If, while this Warrant is outstanding, the Company (i) effects a subdivision of the outstanding Common Stock or (ii) issues any Common Stock by reclassification of its Common Stock, the Exercise Price then in effect shall be proportionately decreased and the number of Shares issuable upon exercise of this Warrant shall be increased in proportion to such increase of outstanding Common Stock, and conversely, if, while this Warrant is outstanding, the Company combines the outstanding Common Stock, the Exercise Price then in effect shall be proportionately increased and the number of Shares issuable upon exercise of this Warrant shall be decreased in proportion to such decrease in outstanding Common Stock. Any adjustment under this Article “5”6” shall become effective as of the record date for such event. For purposes of this Article “5”Article, a stock dividend shall be considered a split. B. (b) All calculations under this Article “5”6” shall be made to the nearest one-hundredth of a cent or to the nearest one-hundredth of a share, as the case may be. C. (c) In any case in which this Article “5”6” shall require that an adjustment in the number of Shares be made effective as of a record date for a specified event, the Company may elect to defer, until the occurrence of such event, issuing to the Holder, if the Holder exercised this Warrant after such record date, the Shares, if any, issuable upon such exercise over and above the number of Shares issuable upon such exercise on the basis of the number of shares of Common Stock in effect prior to such adjustment; adjustment provided, however, that the Company shall deliver to the Holder a due xxxx bxxx or other appropriate instrument evidencing the Holder’s right to receive such additional shares of Common Stock upon the occurrence of the event requiring such adjustment. D. (d) Whenever there shall be an adjustment as provided in this Article “5”6”, the Company shall within five fifteen (515) business days thereafter cause written notice thereof to be sent to the Holder pursuant to Paragraph “Cc” of Article “13” of this Warrant”16”, which notice shall be accompanied by an officer’s certificate setting forth the number of Shares issuable and the Exercise Price thereof after such adjustment and setting forth a brief statement of the facts requiring such adjustment and the computation thereof, which officer’s certificate shall be conclusive evidence of the correctness of any such adjustment absent manifest error. (e) The Company shall not be required to issue fractions of shares of Common Stock or other capital stock of the Company upon the exercise of this Warrant. If any fraction of a share of Common Stock would be issuable on the exercise of this Warrant (or specified portions thereof), the Company shall pay lieu of such fraction an amount in cash equal to the same fraction of the current market price on the date of the exercise of this Warrant. (f) No adjustment in the Exercise Price per Warrant shall be required if such adjustment is less than $.01; provided, however, that any adjustments which by reason of this Article ”6” are not required to be made shall be carried forward and taken into account in any subsequent adjustment.