Common use of Capital Adjustments Clause in Contracts

Capital Adjustments. The Exercise Price and the number of Shares purchasable hereunder are subject to adjustment from time to time, as follows: (a) If at any time there shall be a merger or consolidation of the Company with or into another corporation when the Company is not the surviving corporation, then, as part of such merger or consolidation, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the aggregate Exercise Price then in effect, the number of Shares of stock or other securities or property of the successor corporation resulting from such merger or consolidation, to which the Holder would have been entitled in such merger or consolidation, if this Warrant had been exercised immediately before such merger or consolidation. (b) If the Company at any time shall, by subdivision, combination or reclassification of securities or otherwise, change any of the Shares into the same or a different number of securities of any other class or classes, this Warrant shall thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the Shares immediately prior to such subdivision, combination, reclassification or other change. (c) If the Company at any time shall split or subdivide its Common Stock, the Exercise Price shall be proportionately decreased and the number of Shares issuable pursuant to this Warrant shall be proportionately increased. If the Company at any time shall combine its Common Stock, the Exercise Price shall be proportionately increased and the number of Shares issuable pursuant to this Warrant shall be proportionately decreased.

Capital Adjustments. The Exercise Price and the number of Shares purchasable hereunder are This Warrant is subject to adjustment from time to time, as follows: (a) the following further provisions: If at any time there shall be a recapitalization of the Company or reclassification of its Common Stock or any merger or consolidation of the Company into or with a corporation or into another other business entity, or the sale or transfer of all or substantially all of the Company’s assets or of any successor corporation’s assets to any other corporation when or business entity (any such corporation or other business entity being included within the Company is not meaning of the surviving term “successor corporation”) shall be effected, at any time while this Warrant remains outstanding and unexpired, then, as part a condition of such merger or recapitalization, reclassification, merger, consolidation, sale or transfer, lawful and adequate provision shall be made so that whereby the Holder of this Warrant thereafter shall thereafter be entitled have the right to receive upon the exercise hereof as provided herein and in lieu of the shares of Common Stock immediately theretofore issuable upon the exercise of this Warrant, during the period specified herein and upon payment such shares of the aggregate Exercise Price then capital stock, securities or other property as may be issued or payable with respect to or in effect, exchange for a number of outstanding shares of Common Stock equal to the number of Shares shares of Common Stock immediately theretofore issuable upon the exercise of this Warrant had such recapitalization, reclassification, merger, consolidation, sale or transfer not taken place, and in each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of the successor corporation resulting from such merger or consolidation, to which the Holder would have been entitled in such merger or consolidation, if this Warrant had been exercised immediately before after such merger or consolidation. (b) If the Company at any time shall, by subdivision, combination or reclassification of securities or otherwise, change any of the Shares into the same or a different number of securities of any other class or classes, this Warrant shall thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the Shares immediately prior to such subdivision, combination, reclassification or other change. (c) If the Company at any time shall split or subdivide its Common Stock, the Exercise Price shall be proportionately decreased and the number of Shares issuable pursuant to this Warrant shall be proportionately increasedconsummation. If the Company at any time while this Warrant remains outstanding and unexpired shall subdivide or combine its Common Stock, or issue or pay the Exercise holders of its Common Stock, or take a record of the holders of its Common Stock for the purpose of entitling them to receive, a dividend payable in, or other distribution of, Common Stock, the number of shares of Warrant Stock purchasable upon exercise of this Warrant and the Warrant Price shall be proportionately increased and adjusted. If the number Company shall at any time after the date of Shares issuable pursuant to issuance of this Warrant distribute to all holders of its Common Stock any shares of capital stock of the Company (other than Common Stock), or evidences of its indebtedness, or assets (excluding cash dividends or distributions paid from retained earnings or current year’s or prior year’s earnings of the Company), or rights or warrants to subscribe for or purchase any of its securities (excluding those referred to in the immediately preceding paragraph) (any of the foregoing being hereinafter in this paragraph called the “Securities”), then in each such case, the Company shall be proportionately decreasedreserve shares or other units of such securities for distribution to the Holder upon exercise of this Warrant so that, in addition to the shares of the Common Stock to which such Holder is entitled, such Holder will receive upon such exercise the amount and kind of such Securities which such Holder would have received if the Holder had, immediately prior to the record date for the distribution of the Securities, exercised this Warrant.

Capital Adjustments. The Exercise Price and the number of Shares purchasable hereunder are This Warrant is subject to adjustment from time to time, as followsthe following further provisions: (a) a. If at any time there shall be a recapitalization of the Company or reclassification of its Common Stock or any merger or consolidation of the Company into or with a corporation or into another other business entity, or the sale or transfer of all or substantially all of the Company’s assets or of any successor corporation’s assets to any other corporation when or business entity (any such corporation or other business entity being included within the Company is not meaning of the surviving term “successor corporation”) shall be effected, at any time while this Warrant remains outstanding and unexpired, then, as part a condition of such merger or recapitalization, reclassification, merger, consolidation, sale or transfer, lawful and adequate provision shall be made so that whereby the Holder of this Warrant thereafter shall thereafter be entitled have the right to receive upon the exercise hereof as provided in Section 1 and in lieu of the shares of Common Stock immediately theretofore issuable upon the exercise of this Warrant, during the period specified herein and upon payment such shares of the aggregate Exercise Price then capital stock, securities or other property as may be issued or payable with respect to or in effect, exchange for a number of outstanding shares of Common Stock equal to the number of Shares shares of Common Stock immediately theretofore issuable upon the exercise of this Warrant had such recapitalization, reclassification, merger, consolidation, sale or transfer not taken place, and in each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of the successor corporation resulting from such merger or consolidation, to which the Holder would have been entitled in such merger or consolidation, if this Warrant had been exercised immediately before after such merger or consolidationconsummation. (b) b. If the Company at any time shallwhile this Warrant remains outstanding and unexpired shall subdivide or combine its Common Stock, by subdivision, combination or reclassification of securities or otherwise, change any of the Shares into the same or a different number of securities shares of any other class or classes, Warrant Stock purchasable upon exercise of this Warrant and the Warrant Price shall thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the Shares immediately prior to such subdivision, combination, reclassification or other changebe proportionately adjusted. (c) c. If the Company at any time while this Warrant is outstanding and unexpired shall split issue or subdivide pay the holders of its Common Stock, or take a record of the Exercise holders of its Common Stock for the purpose of entitling them to receive, a dividend payable in, or other distribution of, Common Stock, then (i) the Warrant Price shall be proportionately decreased adjusted in accordance with Section 5(f) and (ii) the number of Shares issuable pursuant to shares of Warrant Stock purchasable upon exercise of this Warrant shall be proportionately increased. adjusted to the number of shares of Common Stock that the Holder would have owned immediately following such action had this Warrant been exercised immediately prior thereto. d. If the Company shall at any time shall combine after the date of issuance of this Warrant distribute to all holders of its Common Stock any shares of capital stock of the Company (other than Common Stock) or evidences of its indebtedness or assets (excluding cash dividends or distributions paid from retained earnings or current year’s or prior year’s earnings of the Company) or rights or warrants to subscribe for or purchase any of its securities (excluding those referred to in the immediately preceding paragraph) (any of the foregoing being hereinafter in this paragraph called the “Securities”), then in each such case, the Exercise Price Company shall be proportionately increased reserve shares or other units of such securities for distribution to the Holder upon exercise of this Warrant so that, in addition to the shares of the Common Stock to which such Holder is entitled, such Holder will receive upon such exercise the amount and kind of such Securities which such Holder would have received if the Holder had, immediately prior to the record date for the distribution of the Securities, exercised this Warrant. e. Except as otherwise provided herein, whenever the number of Shares issuable pursuant to shares of Warrant Stock purchasable upon exercise of this Warrant is adjusted, as herein provided, the Warrant Price payable upon the exercise of this Warrant shall be proportionately decreasedadjusted to that price determined by multiplying such Warrant Price immediately prior to such adjustment by a fraction (i) the numerator of which shall be the number of shares of Warrant Stock purchasable upon exercise of this Warrant immediately prior to such adjustment, and (ii) the denominator of which shall be the number of shares of Warrant Stock purchasable upon exercise of this Warrant immediately thereafter. f. The number of shares of Common Stock outstanding at any given time for purposes of the adjustments set forth in this Section 5 shall exclude any shares then directly or indirectly held in the treasury of the Company. g. The Company shall not be required to make any adjustment pursuant to this Section 5 if the amount of such adjustment would be less than one percent (1%) of the Warrant Price in effect immediately before the event that would otherwise have given rise to such adjustment. In such case, however, any adjustment that would otherwise have been required to be made shall be made at the time of and together with the next subsequent adjustment which, together with any adjustment or adjustments so carried forward, shall amount to not less than two percent (2%) of the Warrant Price in effect immediately before the event giving rise to such next subsequent adjustment. h. Following each computation or readjustment as provided in this Section 5, the new adjusted Warrant Price and number of shares of Warrant Stock purchasable upon exercise of this Warrant shall remain in effect until a further computation or readjustment thereof is required.

Capital Adjustments. The Exercise Price In the event of a stock dividend, recapitalization, or merger in which PainCare is the surviving corporation, split-up, combination or exchange of shares or the like which results in a change in the number or kind of shares of common stock which is outstanding immediately prior to such event, the rights of the Shareholder to receive PainCare Shares in respect of this Agreement and the price thereof, shall be appropriately adjusted in the same manner as the number and kind of Shares purchasable hereunder are shares a shareholder of PainCare who owned the same number and kind of shares immediately prior to such event. Such adjustments shall be made in good faith by the Board of Directors of PainCare, whose determination shall be conclusive and binding on all parties, subject to adjustment from time to time, as follows: (a) If at manifest error. In case of any time there shall be a consolidation or merger or consolidation of the Company PainCare with or into another corporation when party or parties or the Company is not conveyance of all or substantially all of the surviving corporationassets of PainCare to another party or parties or a share exchange transaction involving more than 50% of the issued and outstanding common stock of PainCare, then, as part of such merger or consolidation, lawful provision shall be made so that the Holder PainCare Shares and right to receive PainCare Shares shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the aggregate Exercise Price then in effect, convertible into the number of Shares shares of stock stock, options or other securities or property to which a shareholder of the successor corporation resulting from PainCare who owned the same number and kind of shares prior to such merger or consolidation, to which the Holder event would have been entitled in upon such merger or consolidation, if this Warrant had been exercised immediately before merger, conveyance, conversion or exchange; and, in any such merger or consolidation. (b) If case, appropriate adjustment shall be made in the Company at any time shall, by subdivision, combination or reclassification of securities or otherwise, change any application of the Shares into the same or a different number of securities of any other class or classes, this Warrant shall thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change provisions herein set forth with respect to the Shares immediately prior rights and interest thereafter of the Shareholder’s right to such subdivisionreceive PainCare Shares, combinationto the end that the provisions set forth herein shall thereafter be applicable, reclassification as nearly as reasonably possible, in relation to any shares of stock or other changeproperty thereafter deliverable upon the Shareholder’s entitlement to same. (c) If the Company at any time shall split or subdivide its Common Stock, the Exercise Price shall be proportionately decreased and the number of Shares issuable pursuant to this Warrant shall be proportionately increased. If the Company at any time shall combine its Common Stock, the Exercise Price shall be proportionately increased and the number of Shares issuable pursuant to this Warrant shall be proportionately decreased.

Capital Adjustments. The Exercise Price and the number of Shares purchasable hereunder are This Warrant is subject to adjustment from time to time, as followsthe following further provisions: (a) a. If at any time there shall be a recapitalization of the Company or reclassification of its Common Stock or any merger or consolidation of the Company into or with a corporation or into another other business entity, or the sale or transfer of all or substantially all of the Company’s assets or of any successor corporation’s assets to any other corporation when or business entity (any such corporation or other business entity being included within the Company is not meaning of the surviving term “successor corporation”) shall be effected, at any time while this Warrant remains outstanding and unexpired, then, as part a condition of such merger or recapitalization, reclassification, merger, consolidation, sale or transfer, lawful and adequate provision shall be made so that whereby the Holder of this Warrant thereafter shall thereafter be entitled have the right to receive upon the exercise hereof as provided in Section 1 and in lieu of the shares of Common Stock immediately theretofore issuable upon the exercise of this Warrant, during the period specified herein and upon payment such shares of the aggregate Exercise Price then capital stock, securities or other property as may be issued or payable with respect to or in effect, exchange for a number of outstanding shares of Common Stock equal to the number of Shares shares of Common Stock immediately theretofore issuable upon the exercise of this Warrant had such recapitalization, reclassification, merger, consolidation, sale or transfer not taken place, and in each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of the successor corporation resulting from such merger or consolidation, to which the Holder would have been entitled in such merger or consolidation, if this Warrant had been exercised immediately before after such merger or consolidationconsummation. (b) b. If the Company at any time shallwhile this Warrant remains outstanding and unexpired shall subdivide or combine its Common Stock, by subdivision, combination or reclassification of securities or otherwise, change any of the Shares into the same or a different number of securities shares of any other class or classes, Warrant Stock purchasable upon exercise of this Warrant and each Warrant Price shall thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the Shares immediately prior to such subdivision, combination, reclassification or other changebe proportionately adjusted. (c) c. If the Company at any time while this Warrant is outstanding and unexpired shall split issue or subdivide pay the holders of its Common Stock, or take a record of the Exercise holders of its Common Stock for the purpose of entitling them to receive, a dividend payable in, or other distribution of, Common Stock, then (i) each Warrant Price shall be proportionately decreased adjusted in accordance with Section 5(e) and (ii) the number of Shares issuable pursuant to shares of Warrant Stock purchasable upon exercise of this Warrant shall be proportionately increased. adjusted to the number of shares of Common Stock that the Holder would have owned immediately following such action had this Warrant been exercised immediately prior thereto. d. If the Company shall at any time shall combine after the date of issuance of this Warrant distribute to all holders of its Common Stock any shares of capital stock of the Company (other than Common Stock) or evidences of its indebtedness or assets (excluding cash dividends or distributions paid from retained earnings or current year’s or prior year’s earnings of the Company) or rights or warrants to subscribe for or purchase any of its securities (excluding those referred to in the immediately preceding paragraph) (any of the foregoing being hereinafter in this paragraph called the “Securities”), then in each such case, the Exercise Price Company shall be proportionately increased reserve shares or other units of such securities for distribution to the Holder upon exercise of this Warrant so that, in addition to the shares of the Common Stock to which such Holder is entitled, such Holder will receive upon such exercise the amount and kind of such Securities which such Holder would have received if the Holder had, immediately prior to the record date for the distribution of the Securities, exercised this Warrant. e. Except as otherwise provided herein, whenever the number of Shares issuable pursuant to shares of Warrant Stock purchasable upon exercise of this Warrant is adjusted, as herein provided, each Warrant Price payable upon the exercise of this Warrant shall be proportionately decreasedadjusted to that price determined by multiplying such Warrant Price immediately prior to such adjustment by a fraction (i) the numerator of which shall be the number of shares of Warrant Stock purchasable upon exercise of this Warrant immediately prior to such adjustment, and (ii) the denominator of which shall be the number of shares of Warrant Stock purchasable upon exercise of this Warrant immediately thereafter. f. The number of shares of Common Stock outstanding at any given time for purposes of the adjustments set forth in this Section 5 shall exclude any shares then directly or indirectly held in the treasury of the Company. g. The Company shall not be required to make any adjustment pursuant to this Section 5 if the amount of such adjustment would be less than one percent (1%) of both Warrant Prices in effect immediately before the event that would otherwise have given rise to such adjustment. In such case, however, any adjustment that would otherwise have been required to be made shall be made at the time of and together with the next subsequent adjustment which, together with any adjustment or adjustments so carried forward, shall amount to not less than one percent (1%) of both Warrant Prices in effect immediately before the event giving rise to such next subsequent adjustment. h. Following each computation or readjustment as provided in this Section 5, each new adjusted Warrant Price and number of shares of Warrant Stock purchasable upon exercise of this Warrant shall remain in effect until a further computation or readjustment thereof is required.

Capital Adjustments. The Exercise Price and In addition to any other adjustments that may be made pursuant to Section 10 of the Plan, (a) if the number of Shares purchasable hereunder are subject to adjustment from time to time, as follows: (a) If at any time there shall be a merger or consolidation outstanding shares of Common Stock of the Company is changed as a result of a stock dividend, stock split, reverse stock split or the like without additional consideration to the Company, the number of Restricted Stock Units shall be adjusted to correspond to the change in the outstanding shares of Common Stock, and (b) in the case of any reorganization or recapitalization of the Company (by reclassification of its outstanding Common Stock or otherwise), or its consolidation or merger with or into another corporation when corporation, or the sale, conveyance, lease or other transfer by the Company is not of all or substantially all of its property, pursuant to any of which events the surviving corporationthen outstanding shares of Common Stock are combined, thenor are changed into or become exchangeable for other shares of stock or property, as part of such merger or consolidation, lawful provision shall be made so that the Holder shall thereafter be entitled to earn and receive upon exercise of this Warrantpursuant to the Award, during the period specified herein and upon payment in lieu of the aggregate Exercise Price then in effectshares that s/he would otherwise be entitled to earn and receive pursuant to the Award (the “Affected Shares”) and without any payment, the number of Shares shares of stock or other securities or property of the successor corporation resulting from such merger or consolidation, to which the Holder would have been entitled in received upon such merger or reorganization, recapitalization, consolidation, merger, sale or other transfer, if this Warrant immediately prior thereto s/he had been exercised immediately before such merger or consolidation. (b) If owned the Company at any time shall, by subdivision, combination or reclassification of securities or otherwise, change any of Affected Shares and had exchanged the Affected Shares into in accordance with the same or a different number of securities of any other class or classes, this Warrant shall thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result terms of such change with respect to the Shares immediately prior to such subdivisionreorganization, combinationrecapitalization, reclassification consolidation, merger, sale or other change. transfer, and (c) If in case of any distribution by the Company at any time shall split of rights or subdivide its Common Stockproperty to stockholders (including without limitation a spin-off), the Exercise Price issuance of stock options to persons other than employees or directors of the Company, the issuance by the Company of securities convertible into Common Stock or into shares of any stock or security into which Common Stock shall have been changed or for which it shall have been exchanged, or any other change in the capital structure of the Company (other than as specified above in this Section 7) which, in the judgment of the Committee, would effect a dilution or diminution of the Holder’s rights hereunder, the Committee shall make equitable adjustments in the number or kind of shares in respect of this Award, and such adjustments shall be proportionately decreased effective and binding for all purposes of this Award. Any provision of this Section 7 to the number of Shares issuable contrary notwithstanding, no adjustments may be made pursuant to this Warrant shall be proportionately increased. If Section 7 or Section 10 of the Company at any time shall combine its Common Stock, Plan that would prevent the Exercise Price shall be proportionately increased and amounts payable hereunder from being “objectively determinable” within the number meaning of Shares issuable pursuant to this Warrant shall be proportionately decreasedTreasury Regulation section 1.409A-3(i)(1).

Capital Adjustments. The Exercise Price and the number of Shares purchasable hereunder are This Warrant is subject to adjustment from time to time, as followsthe following further provisions: (a) If at any time there shall be a recapitalization of the Company or reclassification of its Common Stock or any merger or consolidation of the Company into or with a Person, or into another corporation when the Company is not sale or transfer of all or substantially all of the surviving Company’s assets or of any successor corporation’s assets to any Person (any such Person being included within the meaning of the term “successor corporation”) shall be effected, at any time while this Warrant remains outstanding and unexpired, then, as part a condition of such merger or recapitalization, reclassification, merger, consolidation, sale or transfer, lawful and adequate provision shall be made so that whereby the Holder of this Warrant thereafter shall thereafter be entitled have the right to receive upon the exercise hereof as provided in Section 1 and in lieu of the shares of Common Stock immediately theretofore issuable upon the exercise of this Warrant, during the period specified herein and upon payment such shares of the aggregate Exercise Price then capital stock, securities or other property as may be issued or payable with respect to or in effect, exchange for a number of outstanding shares of Common Stock equal to the number of Shares shares of Common Stock immediately theretofore issuable upon the exercise of this Warrant had such recapitalization, reclassification, merger, consolidation, sale or transfer not taken place, and in each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of the successor corporation resulting from such merger or consolidation, to which the Holder would have been entitled in such merger or consolidation, if this Warrant had been exercised immediately before after such merger or consolidationconsummation. (b) If the Company at any time shallwhile this Warrant remains outstanding and unexpired shall subdivide or combine its Common Stock, by subdivision, combination or reclassification of securities or otherwise, change any of the Shares into the same or a different number of securities shares of any other class or classes, Warrant Stock purchasable upon exercise of this Warrant and the Warrant Price shall thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the Shares immediately prior to such subdivision, combination, reclassification or other changebe proportionately adjusted. (c) If the Company at any time while this Warrant is outstanding and unexpired shall split issue or subdivide pay the holders of its Common Stock, or take a record of the Exercise holders of its Common Stock for the purpose of entitling them to receive, a dividend payable in, or other distribution of, Common Stock, then (i) the Warrant Price shall be proportionately decreased adjusted in accordance with Section 5(e) and (ii) the number of Shares issuable pursuant to shares of Warrant Stock purchasable upon exercise of this Warrant shall be proportionately increased. adjusted to the number of shares of Common Stock that the Holder would have owned immediately following such action had this Warrant been exercised immediately prior thereto. (d) If the Company shall at any time shall combine after the date of issuance of this Warrant distribute to all holders of its Common Stock any shares of capital stock of the Company (other than Common Stock) or evidences of its indebtedness or assets (excluding cash dividends or distributions paid from retained earnings or current year’s or prior year’s earnings of the Company) or rights or warrants to subscribe for or purchase any of its securities (excluding those referred to in the immediately preceding paragraph) (any of the foregoing being hereinafter in this paragraph called the “Securities”), then in each such case, the Exercise Price Company shall be proportionately increased reserve shares or other units of such Securities for distribution to the Holder upon exercise of this Warrant so that, in addition to the shares of the Common Stock to which such Holder is entitled, such Holder will receive upon such exercise the amount and kind of such Securities which such Holder would have received if the Holder had, immediately prior to the record date for the distribution of the Securities, exercised this Warrant. (e) Whenever the number of Shares issuable pursuant to shares of Warrant Stock purchasable upon exercise of this Warrant is adjusted, as herein provided, the Warrant Price payable upon the exercise of this Warrant shall be proportionately decreasedadjusted to that price determined by multiplying the Warrant Price immediately prior to such adjustment by a fraction (i) the numerator of which shall be the number of shares of Warrant Stock purchasable upon exercise of this Warrant immediately prior to such adjustment, and (ii) the denominator of which shall be the number of shares of Warrant Stock purchasable upon exercise of this Warrant immediately thereafter. (f) The number of shares of Common Stock outstanding at any given time for purposes of the adjustments set forth in this Section 5 shall exclude any shares then directly or indirectly held in the treasury of the Company. (g) The Company shall not be required to make any adjustment pursuant to this Section 5 if the amount of such adjustment would be less than one percent (1%) of the Warrant Price in effect immediately before the event that would otherwise have given rise to such adjustment. In such case, however, any adjustment that would otherwise have been required to be made shall be made at the time of and together with the next subsequent adjustment which, together with any adjustment or adjustments so carried forward, shall amount to not less than one percent (1%) of the Warrant Price in effect immediately before the event giving rise to such next subsequent adjustment. (h) Following each computation or readjustment as provided in this Section 5, the new adjusted Warrant Price and number of shares of Warrant Stock purchasable upon exercise of this Warrant shall remain in effect until a further computation or readjustment thereof is required.

Capital Adjustments. The Exercise Price and the number of Shares purchasable hereunder are This Warrant is subject to adjustment from time to time, as follows: (a) the following further provisions: If at any time there shall be a recapitalization of the Company or reclassification of its Common Stock or any merger or consolidation of the Company into or with a corporation or into another other business entity, or the sale or transfer of all or substantially all of the Company’s assets or of any successor corporation’s assets to any other corporation when or business entity (any such corporation or other business entity being included within the Company is not meaning of the surviving term “successor corporation”) shall be effected, at any time while this Warrant remains outstanding and unexpired, then, as part a condition of such merger or recapitalization, reclassification, merger, consolidation, sale or transfer, lawful and adequate provision shall be made so that whereby the Holder thereafter shall thereafter be entitled have the right to receive upon the exercise hereof as provided herein and in lieu of the shares of Common Stock immediately theretofore issuable upon the exercise of this Warrant, during the period specified herein and upon payment such shares of the aggregate Exercise Price then capital stock, securities or other property as may be issued or payable with respect to or in effect, exchange for a number of outstanding shares of Common Stock equal to the number of Shares shares of Common Stock immediately theretofore issuable upon the exercise of this Warrant had such recapitalization, reclassification, merger, consolidation, sale or transfer not taken place, and in each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of the successor corporation resulting from such merger or consolidation, to which the Holder would have been entitled in such merger or consolidation, if this Warrant had been exercised immediately before after such merger or consolidation. (b) If the Company at any time shall, by subdivision, combination or reclassification of securities or otherwise, change any of the Shares into the same or a different number of securities of any other class or classes, this Warrant shall thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the Shares immediately prior to such subdivision, combination, reclassification or other change. (c) If the Company at any time shall split or subdivide its Common Stock, the Exercise Price shall be proportionately decreased and the number of Shares issuable pursuant to this Warrant shall be proportionately increasedconsummation. If the Company at any time while this Warrant remains outstanding and unexpired shall subdivide or combine its Common Stock, or issue or pay the Exercise holders of its Common Stock, or take a record of the holders of its Common Stock for the purpose of entitling them to receive, a dividend payable in, or other distribution of, Common Stock, the number of shares of Warrant Stock purchasable upon exercise of this Warrant and the Warrant Price shall be proportionately increased and adjusted. If the number Company shall at any time after the date of Shares issuable pursuant to issuance of this Warrant distribute to all holders of its Common Stock any shares of capital stock of the Company (other than Common Stock), or evidences of its indebtedness, or assets (excluding cash dividends or distributions paid from retained earnings or current year’s or prior year’s earnings of the Company), or rights or warrants to subscribe for or purchase any of its securities (excluding those referred to in the immediately preceding paragraph) (any of the foregoing being hereinafter in this paragraph called the “Securities”), then in each such case, the Company shall be proportionately decreasedreserve shares or other units of such securities for distribution to the Holder upon exercise of this Warrant so that, in addition to the shares of the Common Stock to which such Holder is entitled, such Holder will receive upon such exercise the amount and kind of such Securities which such Holder would have received if the Holder had, immediately prior to the record date for the distribution of the Securities, exercised this Warrant.

Capital Adjustments. The In case of any stock split or reverse stock split, stock dividend, reclassification of the Common Stock or recapitalization, the provisions of this Section 6 shall be applied as if such capital adjustment event had occurred immediately prior to the date of this Warrant and the original Exercise Price had been fairly allocated to the stock resulting from such capital adjustment; and in other respects the provisions of this Section shall be applied in a fair, equitable and reasonable manner so as to give effect, as nearly as may be, to the purposes hereof. A rights offering to (1) Example: Assume 10,000 shares remain under Warrant at original stated Exercise Price of US$0.07. Total exercise price (clause (y) in text) is (i) 10,000 x (ii) US$0.07, or US$700. Company effects 2:1 stock split. Exercise Price is adjusted to US$0.035. Number of shares covered by Warrant is adjusted to 20,000, because (applying clause (x) in text) (i) 20,000 x (ii) US$0.035 = US$700. stockholders shall be deemed a stock dividend to the extent of the bargain purchase element of the rights. If, for as long as this Warrant remains outstanding, the Company enters into a merger (other than where the Company is the surviving entity) or consolidation with another corporation or other entity (collectively, a "Sale"), and the holders of the Common Stock are entitled to receive stock, securities or property in respect of or in exchange for Common Stock, then as a condition of such Sale, the Company and any such successor or transferee will agree that this Warrant may thereafter be converted on the terms and subject to the conditions set forth above into the kind and amount of stock, securities or property receivable upon such merger or consolidation by a holder of the number of Shares purchasable hereunder are subject to adjustment from time to time, as follows: (a) If at any time there shall be a merger or consolidation shares of the Company with or Common Stock into another corporation when the Company is not the surviving corporation, then, as part of such merger or consolidation, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of which this Warrant, during the period specified herein and upon payment of the aggregate Exercise Price then in effect, the number of Shares of stock or other securities or property of the successor corporation resulting from such merger or consolidation, to which the Holder would Warrant might have been entitled in such merger or consolidation, if this Warrant had been exercised converted immediately before such merger or consolidation. (b) If the Company at any time shall, by subdivision, combination or reclassification of securities or otherwise, change any of the Shares into the same or a different number of securities of any other class or classes, this Warrant shall thereafter represent the right subject to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the Shares immediately prior to such subdivision, combination, reclassification or other change. (c) If the Company at any time shall split or subdivide its Common Stock, the Exercise Price adjustments which shall be proportionately decreased and the number of Shares issuable pursuant to this Warrant shall as nearly equivalent as may be proportionately increased. If the Company at any time shall combine its Common Stock, the Exercise Price shall be proportionately increased and the number of Shares issuable pursuant to this Warrant shall be proportionately decreasedpracticable.

Capital Adjustments. The Exercise Price and 5.1 Subject to Section 2.2.5 of the number Agreement, the existence of Shares purchasable hereunder are subject the right to adjustment from time receive the Escrowed Stock set forth herein shall not affect in any way the right or power of Buyer to timemake or authorize any or all adjustments, as follows: (a) If at subdivisions, combinations, recapitalizations, reorganizations or other changes in its capital structure or its business, or any time there shall be a merger or consolidation of Buyer or to issue any securities, bonds, debentures, or preferred or prior preference stock ahead of or affecting the Company common stock of Buyer, the rights thereof or to effect the dissolution or liquidation of Buyer, or any sale or transfer of all or part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise. 5.2 In the event of a stock split, stock dividend, recapitalization, or merger in which Buyer is subject to a split-up, combination, exchange of shares or the like and which results in a change in the number or kind of shares of common stock of Buyer which is outstanding immediately prior to such event, the rights of the Shareholder to receive Escrowed Stock in respect of this Escrow Agreement, shall be appropriately adjusted in the same manner as the number and kind of shares a shareholder of Buyer who owned the same number and kind of shares immediately prior to such event. Such adjustments shall be made in good faith by the Board of Directors of Buyer, whose determination shall be conclusive and binding on all parties, subject to manifest error. 5.3 In case of any consolidation or merger of Buyer with or into another corporation when or the Company is not conveyance of all or substantially all of the surviving corporationassets of Buyer to another corporation or a share exchange transaction involving more than 50% of the issued and outstanding common stock of Buyer, then, as part of such merger or consolidation, lawful provision shall be made so that the Holder Shareholder's right to receive the Escrowed Stock shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the aggregate Exercise Price then in effect, convertible into the number of Shares shares of stock stock, options or other securities or property to which a holder of the successor corporation resulting from such merger or consolidation, number of shares of common stock deliverable upon entitlement to which the Holder Escrowed Stock would have been entitled in upon such merger or consolidation, if this Warrant had been exercised immediately before merger, conveyance, conversion or exchange; and, in any such merger or consolidation. (b) If case, appropriate adjustment shall be made in the Company at any time shall, by subdivision, combination or reclassification of securities or otherwise, change any application of the Shares into the same or a different number of securities of any other class or classes, this Warrant shall thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change provisions herein set forth with respect to the Shares immediately prior rights and interest thereafter of the Shareholder's rights to such subdivisionreceive Escrowed Stock, combinationto the end that the provisions set forth herein shall thereafter be applicable, reclassification as nearly as reasonably possible, in relation to any shares of stock, options or other changeproperty thereafter deliverable upon entitlement thereof. (c) If the Company at any time shall split or subdivide its Common Stock, the Exercise Price shall be proportionately decreased and the number of Shares issuable pursuant to this Warrant shall be proportionately increased. If the Company at any time shall combine its Common Stock, the Exercise Price shall be proportionately increased and the number of Shares issuable pursuant to this Warrant shall be proportionately decreased.

Capital Adjustments. The Exercise Price and the number of Shares purchasable hereunder are subject to adjustment from time to time, as follows: (a) If at any time there shall be In the case of a merger stock dividend or consolidation of a stock split with respect to the Company with or into another corporation when the Company is not the surviving corporation, then, as part of such merger or consolidation, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the aggregate Exercise Price then in effectCommon Stock, the number of Shares shares subject to the Award shall be increased by the number of stock or other securities or property shares the Employee would have received had he owned outright the shares subject to the Award on the record date for payment of the successor corporation resulting from such merger stock dividend or consolidation, to which the Holder would have been entitled in such merger or consolidation, if this Warrant had been exercised immediately before such merger or consolidationstock split. (b) If Subject to Section 2(d), in the case of any reorganization or recapitalization of the Company at any time shall, (by subdivision, combination or reclassification of securities its outstanding Common Stock or otherwise), change or its consolidation or merger with or into another corporation, or the sale, conveyance, lease or other transfer by the Company of all or substantially all of its property, pursuant to any of which events the Shares then outstanding shares of Common Stock are combined, or are changed into or become exchangeable for other shares of stock, the same or a different number Award shall entitle the Employee to earn and receive, on the terms and subject to the conditions set forth in this Agreement, the shares of securities of any other class or classes, this Warrant shall thereafter represent stock which the right to acquire such number and kind of securities as Employee would have been issuable as received upon such reorganization, recapitalization, consolidation, merger, sale or other transfer, if immediately prior thereto he had owned the result shares in respect of this Award and had exchanged such shares in accordance with the terms of such change with respect to the Shares immediately prior to such subdivisionreorganization, combinationrecapitalization, reclassification consolidation, merger, sale or other changetransfer. (c) If Except as expressly provided otherwise above in this Section 5 or in Section 10 of the Plan, the issue by the Company at of shares of stock of any time class, or securities convertible into or exchangeable for shares of stock of any class, for cash or property, or for labor or services, either upon direct sale or upon the exercise of options, rights or warrants to subscribe therefor or to purchase the same, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall split or subdivide its Common Stocknot affect, and no adjustment by reason thereof shall be made with respect to, the Exercise Price shall be proportionately decreased and number or class of shares of stock subject to the number of Shares issuable pursuant to this Warrant shall be proportionately increased. If the Company at any time shall combine its Common Stock, the Exercise Price shall be proportionately increased and the number of Shares issuable pursuant to this Warrant shall be proportionately decreasedAward.

Capital Adjustments. The Exercise Price and the number of Shares purchasable hereunder are This Warrant is subject to adjustment from time to time, as followsthe following further provisions: (a) a. If at any time there shall be a recapitalization of the Company or reclassification of its Common Stock or any merger or consolidation of the Company into or with a corporation or into another other business entity, or the sale or transfer of all or substantially all of the Company’s assets or of any successor corporation’s assets to any other corporation when or business entity (any such corporation or other business entity being included within the Company is not meaning of the surviving term “successor corporation”) shall be effected, at any time while this Warrant remains outstanding and unexpired, then, as part a condition of such merger or recapitalization, reclassification, merger, consolidation, sale or transfer, lawful and adequate provision shall be made so that whereby the Holder of this Warrant thereafter shall thereafter be entitled have the right to receive upon the exercise hereof as provided in Section 1 and in lieu of the shares of Common Stock immediately theretofore issuable upon the exercise of this Warrant, during the period specified herein and upon payment such shares of the aggregate Exercise Price then capital stock, securities or other property as may be issued or payable with respect to or in effect, exchange for a number of outstanding shares of Common Stock equal to the number of Shares shares of Common Stock immediately theretofore issuable upon the exercise of this Warrant had such recapitalization, reclassification, merger, consolidation, sale or transfer not taken place, and in each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of the successor corporation resulting from such merger or consolidation, to which the Holder would have been entitled in such merger or consolidation, if this Warrant had been exercised immediately before after such merger or consolidation. (b) If the Company at any time shall, by subdivision, combination or reclassification of securities or otherwise, change any of the Shares into the same or a different number of securities of any other class or classes, this Warrant shall thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the Shares immediately prior to such subdivision, combination, reclassification or other change. (c) If the Company at any time shall split or subdivide its Common Stock, the Exercise Price shall be proportionately decreased and the number of Shares issuable pursuant to this Warrant shall be proportionately increasedconsummation. If the Company at any time while this Warrant remains outstanding and unexpired shall subdivide or combine its Common Stock, the Exercise number of shares of Warrant Stock purchasable upon exercise of this Warrant and the Warrant Price shall be proportionately increased adjusted. b. If the Company at any time while this Warrant is outstanding and unexpired shall issue or pay the holders of its Common Stock, or take a record of the holders of its Common Stock for the purpose of entitling them to receive, a dividend payable in, or other distribution of, Common Stock, then (i) the Warrant Price shall be adjusted in accordance with Section 5(f) and (ii) the number of Shares issuable pursuant to shares of Warrant Stock purchasable upon exercise of this Warrant shall be proportionately decreasedadjusted to the number of shares of Common Stock that the Holder would have owned immediately following such action had this Warrant been exercised immediately prior thereto. c. If the Company shall at any time after the date of issuance of this Warrant distribute to all holders of its Common Stock any shares of capital stock of the Company (other than Common Stock) or evidences of its indebtedness or assets (excluding cash dividends or distributions paid from retained earnings or current year’s or prior year’s earnings of the Company) or rights or warrants to subscribe for or purchase any of its securities (excluding those referred to in the immediately preceding paragraph) (any of the foregoing being hereinafter in this paragraph called the “Securities”), then in each such case, the Company shall reserve shares or other units of such securities for distribution to the Holder upon exercise of this Warrant so that, in addition to the shares of the Common Stock to which such Holder is entitled, such Holder will receive upon such exercise the amount and kind of such Securities which such Holder would have received if the Holder had, immediately prior to the record date for the distribution of the Securities, exercised this Warrant. d. Except as otherwise provided herein, whenever the number of shares of Warrant Stock purchasable upon exercise of this Warrant is adjusted, as herein provided, the Warrant Price payable upon the exercise of this Warrant shall be adjusted to that price determined by multiplying such Warrant Price immediately prior to such adjustment by a fraction (i) the numerator of which shall be the number of shares of Warrant Stock purchasable upon exercise of this Warrant immediately prior to such adjustment, and (ii) the denominator of which shall be the number of shares of Warrant Stock purchasable upon exercise of this Warrant immediately thereafter. e. The number of shares of Common Stock outstanding at any given time for purposes of the adjustments set forth in this Section 5 shall exclude any shares then directly or indirectly held in the treasury of the Company. f. The Company shall not be required to make any adjustment pursuant to this Section 5 if the amount of such adjustment would be less than one percent (1%) of the Warrant Price in effect immediately before the event that would otherwise have given rise to such adjustment. In such case, however, any adjustment that would otherwise have been required to be made shall be made at the time of and together with the next subsequent adjustment which, together with any adjustment or adjustments so carried forward, shall amount to not less than one percent (1%) of the Warrant Price in effect immediately before the event giving rise to such next subsequent adjustment. Following each computation or readjustment as provided in this Section 5, the new adjusted Warrant Price and number of shares of Warrant Stock purchasable upon exercise of this Warrant shall remain in effect until a further computation or readjustment thereof is required.

Capital Adjustments. The Exercise Price and In addition to any other adjustments that may be made pursuant to Section 10 of the Plan, (a) if the number of Shares purchasable hereunder are subject to adjustment from time to time, as follows: (a) If at any time there shall be a merger or consolidation outstanding shares of Common Stock of the Company is changed as a result of a stock dividend, stock split, reverse stock split or the like without additional consideration to the Company, the number of Restricted Stock Units shall be adjusted to correspond to the change in the outstanding shares of Common Stock, and (b) in the case of any reorganization or recapitalization of the Company (by reclassification of its outstanding Common Stock or otherwise), or its consolidation or merger with or into another corporation when corporation, or the sale, conveyance, lease or other transfer by the Company is not of all or substantially all of its property, pursuant to any of which events the surviving corporationthen outstanding shares of Common Stock are combined, thenor are changed into or become exchangeable for other shares of stock or property, as part of such merger or consolidation, lawful provision shall be made so that the Holder shall thereafter be entitled to earn and receive upon exercise of this Warrantpursuant to the Award, during the period specified herein and upon payment in lieu of the aggregate Exercise Price then in effectshares that he would otherwise be entitled to earn and receive pursuant to the Award (the “Affected Shares”) and without any payment, the number of Shares shares of stock or other securities or property of the successor corporation resulting from such merger or consolidation, to which the Holder would have been entitled in received upon such merger or reorganization, recapitalization, consolidation, merger, sale or other transfer, if this Warrant immediately prior thereto he had been exercised immediately before such merger or consolidation. (b) If owned the Company at any time shall, by subdivision, combination or reclassification of securities or otherwise, change any of Affected Shares and had exchanged the Affected Shares into in accordance with the same or a different number of securities of any other class or classes, this Warrant shall thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result terms of such change with respect to the Shares immediately prior to such subdivisionreorganization, combinationrecapitalization, reclassification consolidation, merger, sale or other change. transfer, and (c) If in case of any distribution by the Company at any time shall split of rights or subdivide its Common Stockproperty to stockholders (including without limitation a spin-off), the Exercise Price issuance of stock options to persons other than employees or directors of the Company, the issuance by the Company of securities convertible into Common Stock or into shares of any stock or security into which Common Stock shall have been changed or for which it shall have been exchanged, or any other change in the capital structure of the Company (other than as specified above in this Section 7) which, in the judgment of the Committee, would effect a dilution or diminution of the Holder’s rights hereunder, the Committee shall make equitable adjustments in the number or kind of shares in respect of this Award, and such adjustments shall be proportionately decreased effective and binding for all purposes of this Award. Any provision of this Section 7 to the number of Shares issuable contrary notwithstanding, no adjustments may be made pursuant to this Warrant shall be proportionately increased. If Section 7 or Section 10 of the Company at any time shall combine its Common Stock, Plan that would prevent the Exercise Price shall be proportionately increased and amounts payable hereunder from being “objectively determinable” within the number meaning of Shares issuable pursuant to this Warrant shall be proportionately decreasedTreasury Regulation section 1.409A-3(i)(1).

Capital Adjustments. The Exercise Price and the number of Shares purchasable hereunder are This Warrant is subject to adjustment from time to time, as followsthe following further provisions: (a) a. If at any time there shall be a recapitalization of the Company or reclassification of its Common Stock or any merger or consolidation of the Company into or with a corporation or into another other business entity, or the sale or transfer of all or substantially all of the Company's assets or of any successor corporation's assets to any other corporation when or business entity (any such corporation or other business entity being included within the Company is not meaning of the surviving term "successor corporation") shall be effected, at any time while this Warrant remains outstanding and unexpired, then, as part a condition of such merger or recapitalization, reclassification, merger, consolidation, sale or transfer, lawful and adequate provision shall be made so that whereby the Holder of this Warrant thereafter shall thereafter be entitled have the right to receive upon the exercise hereof as provided in Section 1 and in lieu of the shares of Common Stock immediately theretofore issuable upon the exercise of this Warrant, during the period specified herein and upon payment such shares of the aggregate Exercise Price then capital stock, securities or other property as may be issued or payable with respect to or in effect, exchange for a number of outstanding shares of Common Stock equal to the number of Shares shares of Common Stock immediately theretofore issuable upon the exercise of this Warrant had such recapitalization, reclassification, merger, consolidation, sale or transfer not taken place, and in each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property of receivable upon the successor corporation resulting from exercise ofthis Warrant after such merger or consolidation, to which the Holder would have been entitled in such merger or consolidation, if this Warrant had been exercised immediately before such merger or consolidationconsummation. (b) b. If the Company at any time shallwhile this Warrant remains outstanding and unexpired shall subdivide or combine its Common Stock, by subdivision, combination or reclassification of securities or otherwise, change any of the Shares into the same or a different number of securities shares of any other class or classes, Warrant Stock purchasable upon exercise of this Warrant and the Warrant Price shall thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the Shares immediately prior to such subdivision, combination, reclassification or other changebe proportionately adjusted. (c) c. If the Company at any time while this Warrant is outstanding and unexpired shall split issue or subdivide pay the holders of its Common Stock, or take a record of the Exercise holders of its Common Stock for the purpose of entitling them to receive, a dividend payable in, or other distribution of, Common Stock, then (i) the Warrant Price shall be proportionately decreased adjusted in accordance with Section 5(t) and (ii) the number of Shares issuable pursuant to shares of Warrant Stock purchasable upon exercise of this Warrant shall be proportionately increased. adjusted to the number of shares of Common Stock that the Holder would have owned immediately following such action had this Warrant been exercised immediately prior thereto. d. If the Company shall at any time shall combine after the date of issuance of this Warrant distribute to all holders of its Common Stock any shares of capital stock of the Company (other than Common Stock) or evidences of its indebtedness or assets (excluding cash dividends or distributions paid from retained earnings or current year's or prior year's earnings of the Company) or rights or warrants to subscribe for or purchase any of its securities (excluding those referred to in the immediately preceding paragraph) (any of the foregoing being hereinafter in this paragraph called the "Securities"), then in each such case, the Exercise Price Company shall be proportionately increased reserve shares or other units of such securities for distribution to the Holder upon exercise of this Warrant so that, in addition to the shares of the Common Stock to which such Holder is entitled, such Holder will receive upon such exercise the amount and kind of such Securities which such Holder would have received if the Holder had, immediately prior to the record date for the distribution of the Securities, exercised this Warrant. e. Except as otherwise provided herein, whenever the number of Shares issuable pursuant to shares of Warrant Stock purchasable upon exercise of this Warrant is adjusted, as herein provided, the Warrant Price payable upon the exercise of this Warrant shall be proportionately decreasedadjusted to that price determined by multiplying such Warrant Price immediately prior to such adjustment by a fraction (i) the numerator of which shall be the number of shares of Warrant Stock purchasable upon exercise of this Warrant immediately prior to such adjustment, and (ii) the denominator of which shall be the number of shares of Warrant Stock purchasable upon exercise of this Warrant immediately thereafter. f. The number of shares of Common Stock outstanding at any given time for purposes of the adjustments set forth in this Section 5 shall exclude any shares then directly or indirectly held in the treasury of the Company. g. The Company shall not be required to make any adjustment pursuant to this Section 5 if the amount of such adjustment would be less than one percent (l %) of the Warrant Price in effect immediately before the event that would otherwise have given rise to such adjustment. In such case, however, any adjustment that would otherwise have been required to be made shall be made at the time of and together with the next subsequent adjustment which, together with any adjustment or adjustments so carried forward, shall amount to not less than two percent (2%) of the Warrant Price in effect immediately before the event giving rise to such next subsequent adjustment. h. Following each computation or readjustment as provided in this Section 5, the new adjusted Warrant Price and number of shares of Warrant Stock purchasable upon exercise of this Warrant shall remain in effect until a further computation or readjustment thereof is required.

Capital Adjustments. The If Company shall at any time prior to the expiration of this Warrant subdivide the Common Stock, by split up or stock split, or otherwise, or combine its Common Stock, or issue additional shares of its Common Stock as a dividend, the number of Warrant Shares issuable upon the exercise of this Warrant shall forthwith be automatically increased proportionately in the case of a subdivision, split or stock dividend, or proportionately decreased in the case of a combination. Appropriate adjustments shall also be made to the Exercise Price and other applicable amounts, but the aggregate purchase price payable for the total number of Warrant Shares purchasable hereunder are subject to under this Warrant (as adjusted) shall remain the same. Any adjustment from time to timeunder this Section 5.1 shall become effective automatically at the close of business on the date the subdivision or combination becomes effective, or as follows: of the record date of such dividend, or in the event that no record date is fixed, upon the making of such dividend. 5.2. Reclassification, Reorganization and Consolidation. In case of any reclassification, capital reorganization, or change in the capital stock of Company (a) If other than as a result of a subdivision, combination, or stock dividend provided for in Section 5.1 above), then Company shall make appropriate provision so that Investor shall have the right at any time there shall be prior to the expiration of this Warrant to purchase, at a merger or consolidation of total price equal to that payable upon the Company with or into another corporation when the Company is not the surviving corporation, then, as part of such merger or consolidation, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein kind and upon payment amount of shares of stock and other securities and property receivable in connection with such reclassification, reorganization, or change by a holder of the aggregate Exercise Price then in effect, the same number of Shares shares of Common Stock as were purchasable by Investor immediately prior to such reclassification, reorganization, or change. In any such case appropriate provisions shall be made with respect to the rights and interest of Investor so that the provisions hereof shall thereafter be applicable with respect to any shares of stock or other securities or and property of the successor corporation resulting from such merger or consolidationdeliverable upon exercise hereof, to which the Holder would have been entitled in such merger or consolidation, if this Warrant had been exercised immediately before such merger or consolidation. (b) If the Company at any time shall, by subdivision, combination or reclassification of securities or otherwise, change any of the Shares into the same or a different number of securities of any other class or classes, this Warrant and appropriate adjustments shall thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect be made to the Shares immediately prior to such subdivisionpurchase price per Warrant Share payable hereunder, combination, reclassification or other changeprovided the aggregate purchase price shall remain the same. (c) If the Company at any time shall split or subdivide its Common Stock, the Exercise Price shall be proportionately decreased and the number of Shares issuable pursuant to this Warrant shall be proportionately increased. If the Company at any time shall combine its Common Stock, the Exercise Price shall be proportionately increased and the number of Shares issuable pursuant to this Warrant shall be proportionately decreased.

Capital Adjustments. The Exercise Price and In case the Company shall: (i) pay a dividend with respect to its capital stock in shares of Stock, (ii) subdivide its outstanding shares of Stock, (iii) combine its outstanding shares of Stock into a smaller number of shares, or (iv) issue any shares of its capital stock in a reclassification of the Stock (including any such reclassification in connection with a merger, consolidation or other business combination in which the Company is the continuing corporation) (each of the actions in (i)-(iv) is hereinafter referred to as an “Adjustment Event”), the number of Shares shares of Warrant Stock purchasable hereunder are subject upon exercise of this Warrant immediately prior to adjustment from time to time, as follows: (a) If at any time there the record date for such Adjustment Event shall be a merger or consolidation of the Company with or into another corporation when the Company is not the surviving corporation, then, as part of such merger or consolidation, lawful provision shall be made adjusted so that the Holder shall thereafter be entitled to receive the number of shares of Warrant Stock or other securities of the Company that such Holder would have owned or have been entitled to receive after the happening of such Adjustment Event, had such Warrant been exercised in whole immediately prior to the happening of such Adjustment Event or any record date with respect thereto. An adjustment made pursuant to this Section 4(a) shall become effective immediately after the effective date of such Adjustment Event, retroactive to the record date, if any, for such Adjustment Event. Whenever the number of shares of Warrant Stock purchasable upon the exercise of this Warrant is adjusted pursuant to this Section 4(a), the Exercise Price payable upon exercise of this Warrant, during the period specified herein and upon payment of the aggregate Warrant shall be adjusted by multiplying such Exercise Price then in effect, the number of Shares of stock or other securities or property of the successor corporation resulting from such merger or consolidation, to which the Holder would have been entitled in such merger or consolidation, if this Warrant had been exercised immediately before such merger or consolidation. (b) If the Company at any time shall, by subdivision, combination or reclassification of securities or otherwise, change any of the Shares into the same or a different number of securities of any other class or classes, this Warrant shall thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the Shares immediately prior to such subdivision, combination, reclassification or other change. (c) If the Company at any time shall split or subdivide its Common Stockadjustment by a fraction, the Exercise Price numerator of which shall be proportionately decreased and the number of Shares issuable pursuant to shares of Warrant Stock purchasable upon the exercise of this Warrant immediately prior to such adjustment, and the denominator of which shall be proportionately increased. If the Company at any time shall combine its Common Stock, the Exercise Price shall be proportionately increased and the number of Shares issuable pursuant to this shares of Warrant shall be proportionately decreasedStock so purchasable immediately thereafter.

Capital Adjustments. The Exercise Price and the number of Shares purchasable hereunder are subject to adjustment from time to time, as follows: (a) If at any time there shall be a merger or consolidation of the Company with or into another corporation when the Company is not the surviving corporation, then, as part of such merger or consolidation, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the aggregate Exercise Price then in effect, the number of Shares shares of stock or other securities or property of the successor corporation resulting from such merger or consolidation, to which the Holder would have been entitled in such merger or consolidation, if this Warrant had been exercised immediately before such merger or consolidation. (b) If the Company at any time shall, by subdivision, combination or reclassification of securities or otherwise, change any of the Shares into the same or a different number of securities of any other class or classes, this Warrant shall thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the Shares immediately prior to such subdivision, combination, reclassification or other change. (c) If the Company at any time shall split or subdivide its Common Stock, the Exercise Price shall be proportionately decreased and the number of Shares issuable pursuant to this Warrant shall be proportionately increased. If the Company at any time shall combine its Common Stock, the Exercise Price shall be proportionately increased and the number of Shares issuable pursuant to this Warrant shall be proportionately decreased.

Capital Adjustments. The Exercise Price number of shares of Common Stock covered by this option, and the number of Shares purchasable hereunder are option price thereof, shall be subject to adjustment from time to time, such adjustments as follows: (a) If at any time there shall be a merger or consolidation the Board of Directors of the Company with deems appropriate to reflect any stock dividend, stock split, share combination, exchange of shares, recapitalization, merger, consolidation, separation, reorganization, liquidation or into another corporation when the like, of or by the Company. In the event the Company is not shall be party to any merger, consolidation or corporate reorganization, as the result of which the Company shall be the surviving corporation, then, as part the rights and duties of such merger the Option Holder and the Company shall not be affected in any manner. In the event the Company shall sell all or consolidation, lawful provision substantially all of its assets or shall be made so that the Holder shall thereafter be entitled a party to receive upon exercise of this Warrantany merger, during the period specified herein and upon payment of the aggregate Exercise Price then in effectconsolidation or corporate reorganization, the number of Shares of stock or other securities or property of the successor corporation resulting from such merger or consolidation, to which the Holder would have been entitled in such merger or consolidation, if this Warrant had been exercised immediately before such merger or consolidation. (b) If the Company at any time shall, by subdivision, combination or reclassification of securities or otherwise, change any of the Shares into the same or a different number of securities of any other class or classes, this Warrant shall thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of which the Company shall not be the surviving corporation, or in the event any other person or entity may make a tender or exchange offer for stock of the Company whereby such change other person or entity would own more than 50% of the outstanding Common Stock of the Company (the surviving corporation, purchaser, or tendering corporation being collectively referred to as the "purchaser", and the transaction being collectively referred to as the "transaction"), then the Board may, at its election, (a) reach an agreement with respect the purchaser that the purchaser will assume the obligations of the Company under the option; (b) reach an agreement with the purchaser that the purchaser will convert the option into an option of at least equal value as to stock of the Shares immediately prior to such subdivision, combination, reclassification purchaser; or other change. (c) If not later than twenty days prior to the effective date of such transaction, notify the Option Holder and afford to the Option Holder a right for ten days after the date of such notice to exercise any then unexercised portion of the option. Within such ten-day period, the Option Holder may exercise any portion of the option as he may desire and deposit with the Company at any time shall split or subdivide its the requisite cash to purchase in full and not in installments the Common StockStock thereby exercised, in which case the Exercise Price Company shall, prior to the effective date of the transaction, issue all Common Stock thus exercised, which shall be proportionately decreased and treated as issued stock for purposes of the number of Shares issuable pursuant to this Warrant shall be proportionately increased. If the Company at any time shall combine its Common Stock, the Exercise Price shall be proportionately increased and the number of Shares issuable pursuant to this Warrant shall be proportionately decreasedtransaction.

Capital Adjustments. The Exercise Price 4.1 If at any time after the date hereof and prior to the number expiration of Shares purchasable hereunder are subject to adjustment from time to timethe Special Warrants, as followsand provided that any Special Warrants remain unconverted, there shall be: (a) If at any time there shall be a merger reclassification of the Underlying Shares, a change in the Underlying Shares into other shares or securities, a subdivision or consolidation of the Underlying Shares into a greater or lesser number of Underlying Shares, or any other capital reorganization, or (b) a consolidation, amalgamation or merger of the Company with or into another corporation when any other Company other than a consolidation, amalgamation or merger which does not result in any reclassification of the outstanding Underlying Shares or a change of the Underlying Shares into other shares or securities, (any of such events being called a “Capital Reorganization”) any Holders who shall thereafter acquire Underlying Shares pursuant to the Special Warrant shall be entitled to receive, at no additional cost, and shall accept in lieu of the number of Underlying Shares to which such Holder was theretofore entitled to acquire upon such conversion, the aggregate number of shares, other securities or other property which such Holder should have been entitled to receive as a result of such Capital Reorganization if, on the effective date or record date thereof as the case may be, the Holder had been the registered holder of the number of Underlying Shares to which such Holder was theretofore entitled to acquire upon conversion of the Special Warrants. If determined appropriate by the Company is not the surviving corporationacting reasonably, then, as part of such merger or consolidation, lawful provision appropriate adjustments shall be made so in the application of the provisions set forth herein with respect to the rights and interests of the Holder relative to a Capital Reorganization, to the end that the provisions set forth herein shall correspond as nearly as may be reasonably possible to the effect of the Capital Reorganization in relation to any shares, other securities or other property thereafter deliverable upon the conversion of any Special Warrants. 4.2 In case at any time: (a) the Company shall pay any dividend payable in stock upon its Underlying Shares or make any distribution to the holders of its Underlying Shares; (b) the Company shall offer for subscription pro rata to the holders of its Underlying Shares any additional shares or stock of any class or other rights; (c) there shall be any subdivision, consolidation, capital reorganization, or reclassification of the capital stock of the Issuer, or merger, amalgamation or arrangement of the Issuer with, or sale of all or substantially all of its assets to, another Company; or (d) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall give to the Holder at least sixty five days’ prior written notice of the date on which the books of the Company shall close or a record shall be established for such dividend, distribution or subscription rights, or for determining rights to vote with respect to such subdivision, consolidation, capital reorganization, reclassification, merger, amalgamation, arrangement, sale, dissolution, liquidation or winding-up, and in the case of any such subdivision, consolidation, capital reorganization, reclassification, merger, amalgamation, arrangement, sale, dissolution, liquidation or winding-up, at least twenty days’ prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Underlying Shares shall be entitled thereto, and such notice in accordance with the foregoing shall also specify, in the case of any such subdivision, consolidation, capital reorganization, reclassification, merger, amalgamation, arrangement, sale, dissolution, liquidation or winding-up, the date on which the holders of Underlying Shares shall be entitled to exchange their Underlying Shares for securities or other property deliverable upon such subdivision, consolidation, capital reorganization, reclassification, merger, amalgamation, arrangement, sale, dissolution, liquidation or winding-up as the case may be. Each such written notice shall be given by first class mail, postage prepaid, addressed to the Holder at its address as shown on the books of the Company. In addition, the Holder shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the aggregate Exercise Price then participate in effect, the number any dividend or distribution to all holders of Shares of stock cash, evidences of indebtedness or other securities assets, property or property of the successor corporation resulting from such merger or consolidationsecurities, to which the same extent that the Holder would have been entitled participated therein if the Holder had held the number of Underlying Shares issued upon such conversion of all of the Special Warrants immediately before the date on which a record is taken for such dividend or distribution, or, if no such record is taken, the date as of which the record holders of Shares are to be determined for the participation in such merger dividend or consolidationdistribution. For the term of the Special Warrants, if this Warrant had been exercised immediately before the Company shall hold such merger dividends or consolidationdistributions for the benefit of the Holder until the Holder converts all or any of the Special Warrants. (b) If 4.3 [Intentionally Omitted.] 4.4 No adjustment shall be made in respect of any event described herein if the Company Holder is entitled to participate in such event on the same terms, without amendment, as if the Holder had converted the Special Warrants prior to or on the effective date or record date of such event. The adjustments provided for herein are cumulative and such adjustments shall be made successively whenever an event referred to herein shall occur, subject to the limitations provided for herein. No adjustment shall be made in the number or kind of Underlying Shares or other securities which may be acquired on the conversion of a Special Warrant unless it would result in a change of at least one-tenth of a Common Share or other security. Any adjustment which may by reason of this paragraph not be required to be made shall be carried forward and then taken into consideration in any time shall, by subdivision, combination or reclassification of securities subsequent adjustment. 4.5 Notwithstanding any adjustments provided for herein or otherwise, change the Company shall not be required, upon the conversion of any Special Warrants, to issue fractional Underlying Shares or other securities in satisfaction of its obligations hereunder and any fractions shall be eliminated. To the Shares into extent that the same Holder would otherwise be entitled to acquire a fraction of a Common Share or other security, such right may be converted in respect of such fraction only in combination with other rights which in the aggregate entitle the Holder to acquire a different whole number of securities of any other class or classes, this Warrant shall thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the Underlying Shares immediately prior to such subdivision, combination, reclassification or other changesecurities. The Company will not pay any cash compensation to any Holder for the cancellation of fractional shares. (c) If the Company at any time shall split or subdivide its Common Stock, the Exercise Price shall be proportionately decreased and the number of Shares issuable pursuant to this Warrant shall be proportionately increased. If the Company at any time shall combine its Common Stock, the Exercise Price shall be proportionately increased and the number of Shares issuable pursuant to this Warrant shall be proportionately decreased.