Common use of Certain Anti-dilution Adjustments Clause in Contracts

Certain Anti-dilution Adjustments. (a) If the Company shall (i) pay a dividend or make a distribution to Holders of shares of Company Common Stock in the form of additional shares of Common Stock, (ii) subdivide or split or reverse split or consolidate the outstanding shares of Common Stock into a larger or smaller number of shares, (iii) effect an increase or decrease in the number of shares of Common Stock without consideration, or (iv) effect a re-capitalization which shall reclassify the outstanding shares of Common Stock into one or more classes of Common Stock, the number of shares of Common Stock issuable upon exercise of this Warrant and the Exercise Price shall be equitably and proportionately adjusted immediately following the occurrence of any such event, and the Holder of record of this Warrant shall be given notice of the same at such Holder's address in the Company's books and records. An adjustment made pursuant to this Section shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, split, combination or reclassification; provided, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the exercise price shall be recomputed accordingly as of the close of business on such record date and thereafter such exercise price in effect shall be as adjusted pursuant to this Section as of the time of actual payment of such dividend or distribution. (b) Whenever there shall be an adjustment as provided in this Section 2, the Company shall promptly cause written notice thereof to be sent by registered mail, postage prepaid, to the Holder, 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 purchasable upon the exercise of this Warrant and the Exercise Price 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.

Certain Anti-dilution Adjustments. (a) If the Company shall (i) pay a dividend or make a distribution to Holders of shares of Company Common Stock in the form of additional shares of Common StockStock or securities convertible into or exchangeable for Common Stock , (ii) subdivide or split or reverse split or consolidate the outstanding shares of Common Stock into a larger or smaller number of shares, (iii) effect an increase or decrease in the number of shares of Common Stock without consideration, or (iv) effect a re-capitalization recapitalization which shall reclassify the outstanding shares of Common Stock into one or more classes of Common Stock, the number of shares of Common Stock issuable upon exercise of this Warrant and the Exercise Price shall be equitably and proportionately adjusted immediately following the occurrence of any such event, and the Holder of record of this Warrant shall be given notice of the same at such Holder's address in the Company's books and records. An adjustment made pursuant to this Section shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, split, combination or reclassification; provided, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the exercise price shall be recomputed accordingly as of the close of business on such record date and thereafter such exercise price in effect shall be as adjusted pursuant to this Section as of the time of actual payment of such dividend or distribution. (b) Whenever there shall be an adjustment as provided in this Section 2, the Company shall promptly cause written notice thereof to be sent by registered mail, postage prepaid, to the Holder, 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 purchasable upon the exercise of this Warrant and the Exercise Price 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.

Certain Anti-dilution Adjustments. (a) If at any time while any portion of this Warrant remains outstanding, the Company shall (i) pay a dividend or make a distribution to Holders of issue shares of Company Common Stock in the form of additional (or rights, warrants, or other securities convertible into or exchangeable for shares of Common Stock, other than issuances covered by Sections 2.1 or 2.2 above, at a price per share (iior having an exercise, conversion, or exchange price per share) subdivide less than the Exercise Price in effect as of the date of issuance of such shares or split of such rights, warrants, or reverse split other convertible or consolidate exchangeable securities, then, and in each such case, the outstanding shares Exercise Price shall be reduced (but not increased) to a price determined by dividing (A) an amount equal to the sum of Common Stock into a larger or smaller number of shares, (iiix) effect an increase or decrease in the number of shares of Common Stock without consideration, or outstanding immediately prior to such issue (iv) effect determined on a refully-capitalization which shall reclassify the diluted basis; i. e. treating as outstanding all shares of Common Stock into one issuable upon exercise, exchange or more classes conversion of all outstanding options (to the extent then vested and exercisable), warrants, or other securities exercisable or exchangeable for or convertible into, directly or indirectly, shares of Common Stock) multiplied by the then existing Exercise Price, plus (y) the consideration, if any received by the Company upon such issue, by (B) the total number of shares of Common Stock issuable outstanding immediately after such issue or sale (determined on a fully-diluted basis as aforesaid). For the purpose of determining the consideration received by the Company upon exercise of this Warrant and any such issue pursuant to clause (y) above, if the Exercise Price consideration received by the Company is other than cash, its value will be deemed its fair market value, which if not readily determinable shall be equitably and proportionately adjusted immediately following determined in good faith by the occurrence Board of any such event, and the Holder of record of this Warrant shall be given notice Directors of the same at such Holder's address in the Company's books and records. An adjustment made pursuant to this Section the paragraph shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, split, combination or reclassification; provided, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully be made on the next business day following the date fixed therefor, the exercise price on which any such issuance is made and shall be recomputed accordingly as of effective retroactively immediately after the close of business on such record date and thereafter such exercise price date. Notwithstanding anything contrary in effect this Section 2.3, there shall be as adjusted no reduction to the Exercise Price pursuant to this Section with respect to (i) the issuance or sale of options to purchase shares of Common Stock to employees, consultants and directors, pursuant to a stock option plan approved by the Board of Directors, (ii) the issuance of securities pursuant to the conversion or exercise of convertible or exercisable securities as of the time date of actual payment this Warrant, (as adjusted for recapitalizations, stock splits, and the like) which are currently outstanding as of such dividend or distribution. (b) Whenever there shall be an adjustment as provided in this Section 2, the Company shall promptly cause written notice thereof to be sent by registered mail, postage prepaid, to the Holder, 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 purchasable upon the exercise date of this Warrant and or (iii) the Exercise Price after such adjustment and setting forth issuance of securities as consideration for a brief statement bona fide business acquisition of or by the facts requiring such adjustment and the computation thereofCompany, whether by merger, consolidation, sale of assets, sale or exchange of stock or otherwise, which officer's certificate shall be conclusive evidence of involves a third party which is not affiliated with the correctness of any such adjustment absent manifest errorCompany or its current stockholders or in a strategic allowance.

Certain Anti-dilution Adjustments. (a) If the Company shall (i) pay a dividend or make a distribution to Holders of shares of Company Common Stock in the form of additional shares of Common Stock, (ii) subdivide or split or reverse split or consolidate the outstanding shares of Common Stock into a larger or smaller number of shares, (iii) effect an increase or decrease in the number of shares of Common Stock without consideration, or (iv) effect a re-capitalization which shall reclassify the outstanding shares of Common Stock into one or more classes of Common Stock, the number of shares of Common Stock issuable upon exercise of this Warrant and the Exercise Price shall be equitably and proportionately adjusted immediately following the occurrence of any such event, and the Holder of record of this Warrant shall be given notice of the same at such HolderXxxxxx's address in the Company's books and records. An adjustment made pursuant to this Section shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, split, combination or reclassification; provided, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the exercise price shall be recomputed accordingly as of the close of business on such record date and thereafter such exercise price in effect shall be as adjusted pursuant to this Section as of the time of actual payment of such dividend or distribution. (b) Whenever there shall be an adjustment as provided in this Section 2, the Company shall promptly cause written notice thereof to be sent by registered mail, postage prepaid, to the Holder, 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 purchasable upon the exercise of this Warrant and the Exercise Price 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.

Certain Anti-dilution Adjustments. (a) If the Company shall (i) pay a dividend or make a distribution to Holders of shares of Company Common Stock in the form of additional shares of Common Stock or securities convertible into or exchangeable for Common Stock, (ii) subdivide or split or reverse split or consolidate the outstanding shares of Common Stock into a larger or smaller number of shares, (iii) effect an increase or decrease in the number of shares of Common Stock without consideration, or (iv) effect a re-capitalization recapitalization which shall reclassify the outstanding shares of Common Stock into one or more classes of Common Stock, the number of shares of Common Stock issuable upon exercise of this Warrant and the Exercise Price shall be equitably and proportionately adjusted immediately following the occurrence of any such event, and the Holder of record of this Warrant shall be given notice of the same at such Holder's address in the Company's books and records. An adjustment made pursuant to this Section shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, split, combination or reclassification; provided, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the exercise price shall be recomputed accordingly as of the close of business on such record date and thereafter such exercise price in effect shall be as adjusted pursuant to this Section as of the time of actual payment of such dividend or distribution. (b) Whenever there shall be an adjustment as provided in this Section 2, the Company shall promptly cause written notice thereof to be sent by registered mail, postage prepaid, to the Holder, 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 purchasable upon the exercise of this Warrant and the Exercise Price 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.

Certain Anti-dilution Adjustments. (a) If the Company shall (i) pay a dividend or make a distribution to Holders of shares of Company Common Stock in the form of additional shares of Common Stock, (ii) subdivide or split or reverse split or consolidate the outstanding shares of Common Stock into a larger or smaller number of shares, (iii) effect an increase or decrease in the number of shares of Common Stock without consideration, or (iv) effect a re-capitalization which shall reclassify the outstanding shares of Common Stock into one or more classes of Common Stock, the number of shares of Common Stock issuable upon exercise of this Warrant and the Exercise Price shall be equitably and proportionately adjusted immediately following the occurrence of any such event, and the Holder of record of this Warrant shall be given notice of the same at such Holder's address in the Company's books and records. An adjustment made pursuant to this Section shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, split, combination or reclassification; provided, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the exercise price shall be recomputed accordingly as of the close of business on such record date and thereafter such exercise price in effect shall be as adjusted pursuant to this Section as of the time of actual payment of such dividend or distribution. (b) Whenever there shall be an adjustment as provided in this Section 2, the Company shall promptly cause written notice thereof to be sent by registered mail, postage prepaid, to the Holder, 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 purchasable upon the exercise of this Warrant and is adjusted, as herein provided, the Exercise Price after payable upon exercise of this Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Warrant Shares purchasable upon the exercise of this Warrant immediately prior to such adjustment, and setting forth a brief statement of which the denominator shall be the number of Warrant Shares purchasable immediately thereafter. (c) No adjustment in the number of Warrant Shares purchasable hereunder shall be required unless such adjustment would result in an increase or decrease of at least one percent (1%) of the facts requiring Exercise Price; provided that any adjustments which by reason of this paragraph (c) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations shall be made to the nearest cent or to the nearest one-thousandth of a share, as the case may be. (d) No adjustment in the number of Warrant Shares purchasable upon the exercise of this Warrant need be made under paragraph (b) or (c) if the Company issues or distributes to the holder of this Warrant the shares, rights, options, warrants or convertible or exchangeable securities, or evidences of indebtedness or assets referred to in those paragraphs which the holder of this Warrant would have been entitled to receive had this Warrant been exercised prior to the happening of such event or the record date with respect thereto. In no event shall the Company be required or obligated to make any such distribution otherwise than in its sole discretion. No adjustment in the number of Warrant shares purchasable upon the exercise of this Warrant need be made for sales of Common Stock pursuant to a Subsidiary Company plan for reinvestment of dividends or interest. No adjustment need be made for a change in the par value of the Common Stock. (e) Subject to the terms set forth herein, DVI shall be entitled to purchase up to five percent (5%) of the Company's issued and outstanding Common Stock on a fully-diluted basis ("Anti-Dilution Rights"). In the event that the number of issued and outstanding shares of the Company's Common Stock is increased prior to the Expiration Date, then the number of shares of Common Stock issuable upon exercise of the Warrants and the computation thereof, which officer's certificate Warrant Price shall be conclusive evidence equitably adjusted to give effect to foregoing Anti-Dilution Rights. The foregoing Anti-Dilution Rights shall terminate, and have no further force and effect, once the loans by DVI to the Company, evidenced by two Second Amended and Restated Secured Promissory Notes of even date herewith in the correctness respective principal amounts of any such adjustment absent manifest error$5,000,000 and $1,596,189 are repaid.

Certain Anti-dilution Adjustments. (a) If In case the Company shall at any time after the date the Warrants were first issued (i) pay declare a dividend or make a distribution to Holders of on the outstanding Common Stock payable in shares of Company Common Stock in the form of additional shares of Common Stockits capital stock, (ii) subdivide or split or reverse split or consolidate the outstanding shares of Common Stock, (iii) combine the outstanding Common Stock into a larger or smaller number of shares, or (iiiiv) issue any shares of its capital stock by reclassification of the Common Stock (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, and the number of Warrant Shares issuable upon exercise of this Warrant, in effect an increase at the time of the record date for such dividend or decrease of the effective date of such subdivision, combination, or reclassification, shall be proportionately adjusted so that the Holder after such time shall be entitled to receive the aggregate number and kind of shares which, if such Warrant had been exercised immediately prior to such time, it would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination, or reclassification. Such adjustment shall be made successively whenever any event listed above shall occur. (b) In case the Company shall issue or fix a record date for the issuance to all holders of Common Stock of rights, options, or warrants to subscribe for or purchase Common Stock (or securities convertible into or exchangeable for Common Stock) at a price per share (or having a conversion or exchange price per share, if a security convertible into or exchangeable for Common Stock) less than the Exercise Price per share of Common Stock on such record date, then, in each case, the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Common Stock without consideration, or (iv) effect a re-capitalization which shall reclassify the outstanding shares of Common Stock into one or more classes of Common Stock, on such record date plus the number of shares of Common Stock issuable upon exercise which the aggregate offering price of this Warrant the total number of shares of Common Stock so to be offered (or the aggregate initial conversion or exchange price of the convertible or exchangeable securities so to be offered) would purchase at such current Exercise Price and the Exercise Price denominator of which shall be equitably and proportionately adjusted immediately following the occurrence number of any shares of Common Stock outstanding on such event, and record date plus the Holder number of record additional shares of this Warrant shall Common Stock to be given notice of offered for subscription or purchase (or into which the same at such Holder's address in the Company's books and recordsconvertible or exchangeable securities so to be offered are initially convertible or exchangeable). An Such adjustment made pursuant to this Section shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, split, combination or reclassification; provided, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the exercise price shall be recomputed accordingly as of at the close of business on such record date and thereafter date; provided, however, that, to the extent the shares of Common Stock (or securities convertible into or exchangeable for shares of Common Stock) are not delivered, the Exercise Price shall be readjusted after the expiration of such exercise price rights, options, or warrants (but only with respect to Warrants exercised after such expiration), to the Exercise Price which would then be in effect had the adjustments made upon the issuance of such rights, options, or warrants been made upon the basis of delivery of only the number of shares of Common Stock (or securities convertible into or exchangeable for shares of Common Stock) actually issued. In case any subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as adjusted determined in good faith by the board of directors of the Company, whose determination shall be conclusive absent manifest error. Shares of Common Stock owned by or held for the account of the Company or any majority-owned subsidiary shall not be deemed outstanding for the purpose of any such computation. (c) In case the Company shall distribute to all holders of Common Stock (including any such distribution made to the stockholders of the Company in connection with a consolidation or merger in which the Company is the continuing corporation) evidences of its indebtedness or assets (other than cash dividends or distributions and dividends payable in shares of Common Stock), or rights, options, or warrants to subscribe for or purchase Common Stock, or securities convertible into or exchangeable for shares of Common Stock (excluding those with respect to the issuance of which an adjustment of the Exercise Price is provided pursuant to this Section 2(b) hereof), then, in each case, the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to the record date for the determination of stockholders entitled to receive such distribution by a fraction, the numerator of which shall be the Exercise Price per share of Common Stock on such record date, less the fair market value (as determined in good faith by the board of directors of the time Company, whose determination shall be conclusive absent manifest error) of actual payment the portion of the evidences of indebtedness or assets so to be distributed, or of such dividend rights, options, or warrants or convertible or exchangeable securities, applicable to one share, and the denominator of which shall be such current Exercise Price per share of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the record date for the determination of shareholders entitled to receive such distribution. (bd) Whenever there No adjustment in the Exercise Price shall be required if such adjustment is less than $.05; provided, however, that any adjustments which by reason of this Section 2 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 2 shall be made to the nearest cent or to the nearest one-thousandth of a share, as the case may be. (e) In any case in which this Section 2 shall require that an adjustment in the Exercise Price be made effective as provided in this Section 2of a record date for a specified event, the Company shall promptly cause written notice thereof may elect to be sent by registered maildefer, postage prepaiduntil the occurrence of such event, issuing to the Holder, if the Holder exercised this Warrant after such record date, the shares of Common Stock, if any, issuable upon such exercise over and above the shares of Common Stock, if any, issuable upon such exercise on the basis of the Exercise Price 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 upon the occurrence of the event requiring such adjustment (f) Upon each adjustment of the Exercise Price as a result of the calculations made in Sections 2(b) and 2(c) hereof, this Warrant shall thereafter evidence the right to purchase, at its address as it shall appear in the Warrant Registeradjusted Exercise Price, which notice shall be accompanied that number of shares (calculated to the nearest thousandth) obtained by an officer's certificate setting forth dividing (A) the product obtained by multiplying the number of Warrant Shares shares purchasable upon the exercise of this Warrant and prior to adjustment of the number of shares by the Exercise Price in effect prior to adjustment of the Exercise Price by (B) the Exercise Price in effect 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 errorExercise Price.

Certain Anti-dilution Adjustments. (a) If the Company shall (i) pay a dividend or make a distribution generally to Holders all or substantially all holder of shares of Company Common Stock in the form of additional shares of Common Stock, (ii) subdivide or split or reverse split or consolidate the outstanding shares of Common Stock into a larger or smaller number of shares, (iii) effect an increase or decrease in the number of issued and outstanding shares of Common Stock without consideration, or (iv) effect a re-capitalization recapitalization which shall reclassify the outstanding shares of Common Stock into one or more classes of Common Stock, then the number of shares of Common Stock issuable upon exercise of this Warrant and the Exercise Price shall be equitably and proportionately adjusted immediately following the occurrence of any such event, and the Holder of record of this Warrant shall be given notice of the same at such HolderXxxxxx's address in the Company's books and records. An adjustment made pursuant to this Section shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, split, combination or reclassification; provided, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the exercise price shall be recomputed accordingly as of the close of business on such record date and thereafter such exercise price in effect shall be as adjusted pursuant to this Section as of the time of actual payment of such dividend or distribution. (b) Whenever there In case the Company shall issue shares of Common Stock ("Additional Shares") or in case the Company shall issue rights, options or warrants to purchase shares of Common Stock or securities convertible into or exchangeable for Common Stock, in any case at a Price Per Share (as defined in paragraph (c) below) or, where no cash payment is paid, for consideration having a reasonable value which is lower than the Exercise Price then in effect (the "Trigger Price"), the number of Warrant Shares hereafter purchasable upon the exercise of this Warrant shall be an determined by multiplying the number of Warrant Shares theretofore purchasable upon exercise of this Warrant by the following fraction: (i) The number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares or rights, options, warrants or convertible securities, plus (ii) the number of Additional Shares actually subscribed for and purchased and shares of Common Stock issuable upon conversion or exercise of such rights, options, warrants, or convertible securities, divided by (B) (i) The number of shares of Common Stock outstanding immediately prior to issuance of such Additional Shares or rights, options, warrants or convertible securities plus (ii) the number of shares of Common Stock which the aggregate Proceeds (as defined in paragraph (c) below) received by the Company upon the sale of such Additional Shares or exercise or conversion of such rights, options, warrants and convertible securities would purchase at the Trigger Price. Such adjustment as provided in shall be made whenever such Additional Shares or rights, options, warrants or convertible securities are issued, and shall become effective on the date of distribution retroactive to the record date for the determination of stockholders entitled to receive such rights, options or warrants. (a) For purposes of this Section 2, "Price Per Share" shall be defined and determined according to the following formula: R P = ------ N where P = Price Per Share, R = the "Proceeds" received or receivable by the Company which (i) in the case of shares of Common Stock is the total amount received or receivable by the Company in consideration for the sale and issuance of such shares; (ii) in the case of rights, options or warrants to subscribe for or purchase shares of Common Stock or of securities convertible into or exchangeable or exercisable for shares of Common Stock, is the total amount received or receivable by the Company in consideration for the sale and issuance of such rights, options, warrants or convertible or exchangeable or exercisable securities, plus the minimum aggregate amount of additional consideration, other than the surrender of such convertible or exchangeable securities, payable to the Company upon exercise, conversion or exchange thereof; and (iii) in the case of rights, options or warrants to subscribe for or purchase convertible or exchangeable or exercisable securities, is the total amount received or receivable by the Company in consideration for the sale and issuance of such rights, options or warrants, plus the minimum aggregate amount of additional consideration other than the surrender of such convertible or exchangeable securities, payable upon the exercise, conversion or exchange of such rights, options or warrants and upon the conversion or exchange or exercise of the convertible or exchangeable or exercisable securities; provided that in each case the proceeds received or receivable by the Company shall promptly cause written notice thereof be deemed to be sent by registered mail, postage prepaid, to the Holder, at its address as it shall appear gross cash proceeds without deducting therefrom any compensation paid or discount allowed in the Warrant Registersale, underwriting or purchase thereof by underwriters or dealers or other performing similar services or any expenses incurred in connection therewith, and N = the "Number of Shares," which notice (i) in the case of Common Stock is the number of shares issued; (ii) in the case of rights, options or warrants to subscribe for or purchase shares of Common Stock or of securities convertible into or exchangeable or exercisable for shares of Common Stock, is the maximum number of shares of Common Stock initially issuable upon exercise, conversion or exchange thereof; and (iii) in the case of rights, options or warrants to subscribe for or purchase convertible or exchangeable or exercisable securities, is the maximum number of shares of Common Stock initially issuable upon conversion, exchange or exercise of the convertible, exchangeable or exercisable securities issuable upon the exercise of such rights, options or warrants. If the Company shall issue shares of Common Stock or rights, options, warrants or convertible or exchangeable or exercisable securities for a consideration consisting, in whole or in part, of property or other items other than cash, the amount of such consideration shall be accompanied determined in good faith by an officer's certificate setting forth the majority vote of the Board of Directors of the Company whose determination shall be conclusive and binding upon the Holder(s) of this Warrant. (b) Whenever the number of Warrant Shares purchasable upon the exercise of this Warrant is adjusted, as herein provided, the Exercise Price payable upon exercise of this Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Warrant Shares purchasable upon the exercise of this Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Warrant Shares purchasable immediately thereafter. (c) No adjustment in the number of Warrant Shares purchasable hereunder shall be required unless such adjustment would result in an increase or decrease of at least one percent (1%) of the Exercise Price; provided that any adjustments which by reason of this paragraph (c) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations shall be made to the nearest cent or to the nearest one-thousandth of a share, as the case may be. (d) No adjustment in the number of Warrant Shares purchasable upon the exercise of this Warrant need be made under paragraph (b) or (c) if the Company issues or distributes to the holder of this Warrant the shares, rights, options, warrants or convertible or exchangeable securities, or evidences of indebtedness or assets referred to in those paragraphs which the holder of this Warrant would have been entitled to receive had this Warrant been exercised prior to the happening of such event or the record date with respect thereto. In no event shall the Company be required or obligated to make any such distribution otherwise than in its sole discretion. No adjustment in the number of Warrant shares purchasable upon the exercise of this Warrant need be made for sales of Common Stock pursuant to a Subsidiary Company plan for reinvestment of dividends or interest. No adjustment need be made for a change in the par value of the Common Stock. (e) In the event that at any time, as a result of an adjustment made pursuant to paragraph (a) above, the holder of this Warrant shall become entitled to purchase any securities of the Company other than shares of Common Stock, thereafter the number of such other shares so purchasable upon exercise of this Warrant and the Exercise Price after of such adjustment and setting forth a brief statement of the facts requiring such adjustment and the computation thereof, which officer's certificate shares shall be conclusive evidence of subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the correctness of any such adjustment absent manifest errorprovisions with respect to the Warrant Shares contained in paragraphs (a) through (d), inclusive, above.

Certain Anti-dilution Adjustments. (a) If the Company shall (i) pay a dividend or make a distribution to Holders of shares of Company Common Stock in the form of additional shares of Common Stock, (ii) subdivide or split or reverse split or consolidate the outstanding shares of Common Stock into a larger or smaller number of shares, (iii) effect an increase or decrease in the number of shares of Common Stock without consideration, or (iv) effect a re-capitalization recapitalization which shall reclassify the outstanding shares of Common Stock into one or more classes of Common Stock, the number of shares of Common Stock issuable upon exercise of this Warrant and the Exercise Price shall be equitably and proportionately adjusted immediately following the occurrence of any such event, and the Holder of record of this Warrant shall be given notice of the same at such Holder's address in the Company's books Company'x xxoks and records. An adjustment made pursuant to this Section shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, split, combination or reclassification; provided, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the exercise price shall be recomputed accordingly as of the close of business on such record date and thereafter such exercise price in effect shall be as adjusted pursuant to this Section as of the time of actual payment of such dividend or distribution. (b) Whenever there shall be an adjustment as provided in this Section 2, the Company shall promptly cause written notice thereof to be sent by registered mail, postage prepaid, to the Holder, 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 purchasable upon the exercise of this Warrant and the Exercise Price 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.

Certain Anti-dilution Adjustments. (a) If the Company shall (ia) pay a dividend or make a distribution to Holders Holder of shares of Company Class A Common Stock in the form of additional shares of Class A Common Stock, (iib) subdivide or split or reverse split or consolidate the outstanding shares of Class A Common Stock into a larger or smaller number of shares, (iiic) or otherwise effect an increase or decrease in the number of shares of Class A Common Stock without consideration, or (ivd) effect a re-capitalization recapitalization which shall reclassify the outstanding shares of Class A Common Stock into one or more classes of Class A Common Stock, the number of shares of Class A Common Stock issuable upon exercise of this Warrant and the Exercise Price shall be equitably and proportionately adjusted immediately following the occurrence of any such event, and the Holder of record of this Warrant shall be given notice of the same at such HolderXxxxxx's address in the Company's books and records. An adjustment made pursuant to this Section shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, split, combination or reclassification; provided, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the exercise price shall be recomputed accordingly as of the close of business on such record date and thereafter such exercise price in effect shall be as adjusted pursuant to this Section as of the time of actual payment of such dividend or distribution. (b) Whenever there shall be an adjustment as provided in this Section 2, the Company shall promptly cause written notice thereof to be sent by registered mail, postage prepaid, to the Holder, 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 purchasable upon the exercise of this Warrant and the Exercise Price 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.

Certain Anti-dilution Adjustments. (a) If the Company shall (i) pay a dividend or make a distribution to Holders of shares of Company Common Stock in the form of additional shares of Common Stock, (ii) subdivide or split or reverse split or consolidate the outstanding shares of Common Stock into a larger or smaller number of shares, (iii) effect an increase or decrease in the number of shares of Common Stock without consideration, or (iv) effect a re-capitalization which shall reclassify the outstanding shares of Common Stock into one or more classes of Common Stock, the number of shares of Common Stock issuable upon exercise of this Warrant and the Exercise Price shall be equitably and proportionately adjusted immediately following the occurrence of any such event, and the Holder of record of this Warrant shall be given notice of the same at such Holder's address in the Company's books and records. An adjustment made adjustmxxx xxde pursuant to this Section shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, split, combination or reclassification; provided, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the exercise price shall be recomputed accordingly as of the close of business on such record date and thereafter such exercise price in effect shall be as adjusted pursuant to this Section as of the time of actual payment of such dividend or distribution. (b) Whenever there shall be an adjustment as provided in this Section 2, the Company shall promptly cause written notice thereof to be sent by registered mail, postage prepaid, to the Holder, 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 purchasable upon the exercise of this Warrant and the Exercise Price 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.

Certain Anti-dilution Adjustments. (a) If In addition to the reductions of the Exercise Price described in Section 2(a), if, at any time while this Warrant is outstanding, the Company shall or any subsidiary, as applicable, sells or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (i) pay a dividend or make a distribution announces any sale, grant or any option to Holders of shares of Company purchase or other disposition), any Common Stock in or any securities of the form of additional shares of Company or its subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, (ii) subdivide including, without limitation, any debt, preferred stock, right, option, warrant or split other instrument that is at any time convertible into or reverse split exercisable or consolidate exchangeable for, or otherwise entitles the outstanding shares of holder thereof to receive, Common Stock into a larger or smaller number of shares, (iii) effect an increase or decrease in the number of shares of “Common Stock without considerationEquivalents”) entitling any person to acquire Common Stock at an effective price per share that is lower than the then Exercise Price (such lower price, the “Base Exercise Price” and such issuances, collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or (iv) effect a re-capitalization due to warrants, options or rights per share which shall reclassify the outstanding shares of are issued in connection with such issuance, be entitled to receive Common Stock into one or more classes at an effective price per share that is lower than the Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of Common Stockthe Dilutive Issuance), the number of shares of Common Stock issuable upon exercise of this Warrant and then the Exercise Price shall be equitably reduced to equal the Base Exercise Price, subject to adjustment for reverse and proportionately adjusted immediately forward stock splits and the like. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued; notwithstanding the foregoing, no adjustment will be made under this Section 2(e) in respect of an Exempt Issuance. If the Company enters into a Variable Rate Transaction, the Company shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion price at which such securities may be converted or exercised. The Company shall notify the Registered Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 2(e), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 2(e), upon the occurrence of any such eventDilutive Issuance, and the Holder is entitled to receive a number of record Warrant Shares based upon the Base Exercise Price on or after the date of this Warrant shall be given notice such Dilutive Issuance, regardless of whether the same at such Holder's address Holder accurately refers to the Base Exercise Price in the Company's books and recordsNotice of Exercise. An adjustment made In the event the Exercise Price is reduced pursuant to this Section shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision2(e), split, combination or reclassification; provided, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the exercise price shall be recomputed accordingly as of the close of business on such record date and thereafter such exercise price in effect shall be as adjusted pursuant to this Section as of the time of actual payment of such dividend or distribution. (b) Whenever there shall be an adjustment as provided in this Section 2, the Company shall promptly cause written notice thereof to be sent by registered mail, postage prepaid, to the Holder, 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 purchasable upon issuable hereunder shall be increased such that the exercise aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment. Notwithstanding anything herein to the contrary, this Section 2(e) shall not apply until the receipt of Shareholder Approval unless the Company is not then subject to Nasdaq Listing Rule 5635(a) or Rule 5635(d). For purposes of this Warrant and Section 2(e), the Exercise Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment and the computation thereof, which officer's certificate following definitions shall be conclusive evidence of the correctness of any such adjustment absent manifest error.apply:

Certain Anti-dilution Adjustments. (a) If the Company shall (i) pay a dividend or make a distribution to Holders of shares of Company Common Stock in the form of additional shares of Common Stock, (ii) subdivide or split or reverse split or consolidate the outstanding shares of Common Stock into a larger or smaller number of shares, (iii) effect an increase or decrease in the number of shares of Common Stock without consideration, or (iv) effect a re-capitalization recapitalization which shall reclassify the outstanding shares of Common Stock into one or more classes of Common Stock, the number of shares of Common Stock issuable upon exercise of this Warrant and the Exercise Price shall be equitably and proportionately adjusted immediately following the occurrence of any such event, and the Holder of record of this Warrant shall be given notice of the same at such Holder's address in the Company's books and records. An adjustment made pursuant mxxx xxrsuant to this Section shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, split, combination or reclassification; provided, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the exercise price shall be recomputed accordingly as of the close of business on such record date and thereafter such exercise price in effect shall be as adjusted pursuant to this Section as of the time of actual payment of such dividend or distribution. (b) Whenever there shall be an adjustment as provided in this Section 2, the Company shall promptly cause written notice thereof to be sent by registered mail, postage prepaid, to the Holder, 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 purchasable upon the exercise of this Warrant and the Exercise Price 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.

Certain Anti-dilution Adjustments. (a) If the Company shall (i) pay a dividend or make a distribution to Holders of shares of Company Common Stock in the form of additional shares of Common Stock, (ii) subdivide or split or reverse split or consolidate the outstanding shares of Common Stock into a larger or smaller number of shares, (iii) effect an increase or decrease in the number of shares of Common Stock without consideration, or (iv) effect a re-capitalization which shall reclassify the outstanding shares of Common Stock into one or more classes of Common Stock, the number of shares of Common Stock issuable upon exercise of this Warrant and the Exercise Price shall be equitably and proportionately adjusted immediately following the occurrence of any such event, and the Holder of record of this Warrant shall be given notice of the same at such Holder's address in the Company's books and records. An adjustment made adjustxxxx xade pursuant to this Section shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, split, combination or reclassification; provided, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the exercise price shall be recomputed accordingly as of the close of business on such record date and thereafter such exercise price in effect shall be as adjusted pursuant to this Section as of the time of actual payment of such dividend or distribution. (b) Whenever there shall be an adjustment as provided in this Section 2, the Company shall promptly cause written notice thereof to be sent by registered mail, postage prepaid, to the Holder, 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 purchasable upon the exercise of this Warrant and the Exercise Price 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.