Common use of Exercise Price Adjustments Clause in Contracts

Exercise Price Adjustments. The Exercise Price shall be adjusted from time to time such that in case the Company shall hereafter: (A) pay any dividends on any class of stock of the Company payable in Common Stock or securities convertible into Common Stock; (B) subdivide its then outstanding shares of Common Stock into a greater number of shares; or (C) combine outstanding shares of Common Stock, by reclassification or otherwise; then, in any such event, the Exercise Price in effect immediately prior to such event shall (until adjusted again pursuant hereto) be adjusted immediately after such event to a price (calculated to the nearest full cent) determined by dividing (A) the number of shares of Common Stock outstanding immediately prior to such event, multiplied by the then existing Exercise Price, by (B) the total number of shares of Common Stock outstanding immediately after such event (including in each case the maximum number of shares of Common Stock issuable in respect of any securities convertible into Common Stock), and the resulting quotient shall be the adjusted Exercise Price per share. An adjustment made pursuant to this subsection shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If, as a result of an adjustment made pursuant to this subsection, the Executive shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Company, the Board of Directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Exercise Price between or among shares of such classes of capital stock or shares of Common Stock and other capital stock. All calculations under this subsection shall be made to the nearest cent or to the nearest 1/100 of a share, as the case may be. In the event that at any time as a result of an adjustment made pursuant to this subsection, the Executive shall become entitled to receive any shares of the Company other than shares of Common Stock, thereafter the Exercise Price of such other shares so receivable upon exercise of any Options shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to Common Stock contained in this subsection.

Exercise Price Adjustments. The Exercise Price shall be adjusted subject to adjustment from time to time such as follows: (i) In the event that in case the Company shall hereafter: (A) pay any dividends a dividend or make a distribution, in Common Shares, on any class of stock equity interests of the Company payable in Common Stock or securities convertible into Common Stock; any subsidiary, (B) split or subdivide its then outstanding shares of Common Stock Shares into a greater number of shares; or Shares, or (C) combine its outstanding shares Common Shares into a smaller number of Common StockShares, by reclassification or otherwise; then, then in any each such event, case the Exercise Price in effect immediately prior to such event thereto shall (until adjusted again pursuant hereto) be adjusted immediately after such event so that the Holder of this Warrant thereafter surrendered for exercise shall be entitled to a price (calculated to the nearest full cent) determined by dividing (A) receive the number of shares Common Shares that such Holder would have owned or have been entitled to receive after the occurrence of Common Stock outstanding any of the events described above had such Warrant been exercised immediately prior to the occurrence of such event, multiplied by the then existing Exercise Price, by (B) the total number of shares of Common Stock outstanding immediately after such event (including in each case the maximum number of shares of Common Stock issuable in respect of any securities convertible into Common Stock), and the resulting quotient shall be the adjusted Exercise Price per share. An adjustment made pursuant to this subsection Section 6(a)(i) shall become effective immediately after the close of business on the record date in the case of a dividend or distribution (except as provided in Section 6(e) below) and shall become effective immediately after the close of business on the effective date in the case of a such subdivision, combination split or reclassification. Ifcombination, as the case may be. Any Shares issuable in payment by the Company of a result dividend shall be deemed to have been issued immediately prior to the close of an business on the record date for such dividend for purposes of calculating the number of outstanding Common Shares under clause (iii) below. (ii) Upon any adjustment made of the Exercise Price or a number if issuable Warrant Shares pursuant to this subsectionSection 6(a), the Executive Company shall become entitled give written notice thereof to receive shares the Holder, setting forth in reasonable detail the calculation of two or more classes of capital stock or shares of Common Stock and other capital stock of such adjustment. (iii) No adjustment in the Company, the Board of Directors (whose determination Exercise Price shall be conclusive) shall determine required unless the allocation adjustment would require an increase or decrease of at least 1% in the adjusted Exercise Price between or among shares then in effect; provided, however, that any adjustments that by reason of such classes of capital stock or shares of Common Stock this Section 6(a)(iii) are not required to be made shall be carried forward and other capital stocktaken into account in any subsequent adjustment. All calculations under this subsection Section 6(a) shall be made to the nearest cent or to the nearest 1/100 1/100th of a share, as the case may be. Common Share. (iv) In the event that that, at any time as a result of an adjustment made pursuant to this subsectionSection 6(a)(i) or 6(a)(iii) above, the Executive Holder of this Warrant thereafter surrendered for exercise shall become entitled to receive any shares equity interest of the Company other than shares of Common StockShares, thereafter the Exercise Price number of such other shares equity interests so receivable upon exercise of any Options this Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Shares contained in Section 6(a)(i) above, and the other provisions of this Section 6(a) with respect to the Common Shares shall apply on like terms to any such other equity interests. (b) In case of any reclassification of the Common Shares (other than in a transaction to which Section 6(a)(i) applies), any consolidation of the Company with, or merger of the Company into, any other entity, any merger of another entity into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding Common Shares of the Company), any sale or transfer of all or substantially all of the assets of the Company or any compulsory Share or equity interest exchange, pursuant to which exchange the Common Shares are converted into other securities, cash or other property, then lawful provision shall be made as part of the terms of such transaction whereby the Holder of this Warrant then outstanding shall have the right thereafter, during the period this Warrant shall be exercisable, to exercise this Warrant only for the kind and amount of securities, cash and other property receivable upon the reclassification, consolidation, merger, sale, transfer or share exchange by a holder of the number of Common Shares of the Company into which this Warrant might have been able to exercise for immediately prior to the reclassification, consolidation, merger, sale, transfer or share exchange assuming that such holder of Common Shares failed to exercise rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon consummation of such transaction subject to adjustment as provided in Section 6(a) above following the date of consummation of such transaction. The Company shall not effect any such reclassification, consolidation, merger, sale, transfer, share exchange or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume, by written instrument executed and delivered to the Holder, the obligation to deliver to the Holder upon its exercise of this Warrant such Shares, equity interest, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase and the other obligations under this Warrant. The provisions of this Section 6(b) shall similarly apply to successive reclassifications, consolidations, mergers, sales, transfers or share exchanges. (c) If: (i) the Company shall take any action which would require an adjustment in the Exercise Price pursuant to Section 6(a); or (ii) the Company shall authorize the granting to the holders of its Common Shares generally of rights, warrants or options to subscribe for or purchase any Shares of any class or any other rights, warrants or options; or (iii) there shall be any reclassification or change of the Common Shares (other than a subdivision or combination of its outstanding Common Shares) or any consolidation, merger or statutory exchange to which the Company is a party and for which approval of any members of the Company is required, or the sale or transfer of all or substantially all of the assets of the Company; or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in each such case, the Company shall cause to be filed with the transfer agent for this Warrant (and if no such transfer agent, then the Managers of the Company) and shall cause to be mailed to each Holder at such Hxxxxx’s address as shown on the books of the Company or the transfer agent for this Warrant, as promptly as possible, but at least thirty (30) days prior to the applicable date hereinafter specified, a notice stating (A) the record date record for the purpose of such dividend, distribution or granting of rights, warrants or options, or, if a record date shall not be set, the date as of which the holders of Common Shares of record to be entitled to such dividend, distribution or rights, warrants or options are to be determined, or (B the date on which such reclassification, change, consolidation, merger, statutory exchange, sale, transfer, dissolution, liquidation or winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares of record shall be entitled to exchange their Common Shares for securities or other property deliverable upon such reclassification, change, consolidation, merger, statutory exchange, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice or any defect therein shall not affect the legality or validity of the proceedings described in this Section 6(c). (d) Whenever the Exercise Price is adjusted as herein provided, the Company shall promptly file with the transfer agent for this Warrant (and if no such transfer agent, then the Managers of the Company) a certificate of the Managers of the Company setting forth the Exercise Price after the adjustment and setting forth a brief statement of the facts requiring such adjustment and a computation thereof. The Company shall promptly cause a notice of the adjusted Exercise Price to be mailed to each Holder. (e) In any case in which Section 6(a) provides that an adjustment shall become effective immediately after a record date for an event and the date fixed for such adjustment pursuant to Section 6(a) occurs after such record date but before the occurrence of such event, the Company may defer until the actual occurrence of such event (i) issuing to the Holder of this Warrant exercised after such record date and before the occurrence of such event the additional Common Shares issuable upon such conversion by reason of the adjustment required by such event over and above the Common Shares issuable upon such exercise before giving effect to such adjustment, and (ii) issuing to such holder any fraction of Common Shares. (f) In case the Company shall take any action affecting the Common Shares, other than actions described in this Section 6, which in the opinion of the Board of Representatives of the Company, as applicable, would materially adversely affect the exercise right of the Holder, the Exercise Price may be adjusted, to the extent permitted by law, in such manner, if any, and at such time, as the Board of Representatives, as applicable, may determine to be equitable in the circumstances. (g) For the purpose of any computation under Section 1(b) or this Section 6, the “Fair Market Value” per Common Share on any day shall mean: (i) if the principal trading market for such securities is a national or regional securities exchange, the closing price on such exchange on such day; or (ii) the last reported sales price so reported on such day; or (iii) if neither (i) nor (ii) above are applicable, and if bid and ask prices for Common Stock contained are reported in the over-the-counter market by NASDAQ (or, if not so reported, by the National Quotation Bureau), the average of the high bid and low ask prices so reported on such day. Notwithstanding the foregoing, if there is no reported closing price, last reported sales price, or bid and ask prices, as the case may be, for the day in question, then the Fair Market Value shall be determined as of the latest date prior to such day for which such closing price, last reported sales price, or bid and ask prices, as the case may be, are available, unless such securities have not been traded on an exchange or in the over-the-counter market for thirty (30) or more days immediately prior to the day in question, in which case the Fair Market Value shall be determined in good faith by, and reflected in a formal resolution of, the Board of Representatives, of the Company. (h) Upon each adjustment of the Exercise Price, this subsectionWarrant shall thereafter evidence the right to purchase, at the adjusted Exercise Price, that number of Common Shares (calculated to the nearest thousandth) obtained by dividing (i) the product obtained by multiplying the number of Common Shares purchasable upon exercise of this Warrant prior to adjustment of the number of Common Shares by the Exercise Price in effect prior to adjustment of the Exercise Price, by (ii) the Exercise Price in effect after such adjustment of the Exercise Price.

Exercise Price Adjustments. The Exercise Price shall be adjusted from time to time such a. In the event that in case the Company shall hereafter: (Ai) pay any dividends a dividend or make a distribution, in Common Shares, on any class of capital stock of the Company payable in Common Stock Company, (ii) split or securities convertible into Common Stock; (B) subdivide its then outstanding shares of Common Stock Shares into a greater number of shares; or , or (Ciii) combine its outstanding shares Common Shares into a smaller number of Common Stockshares, by reclassification or otherwise; then, then in any each such event, case the Exercise Price in effect immediately prior to such event thereto shall (until adjusted again pursuant hereto) be adjusted immediately after such event so that the Holder of this Warrant shall be entitled to a price (calculated to the nearest full cent) determined by dividing (A) receive the number of shares Common Shares that such Holder would have owned or would have been entitled to receive after the occurrence of Common Stock outstanding any of the events described above had this Warrant been exercised immediately prior to the occurrence of such event, multiplied by the then existing Exercise Price, by (B) the total number of shares of Common Stock outstanding immediately after such event (including in each case the maximum number of shares of Common Stock issuable in respect of any securities convertible into Common Stock), and the resulting quotient shall be the adjusted Exercise Price per share. An adjustment made pursuant to this subsection Section 5(a) shall become effective immediately after the record close of business on the dividend or distribution date in the case of a dividend or distribution and shall become effective immediately after the close of business on the effective date in the case of a such subdivision, combination split or reclassification. Ifcombination, as the case may be. Any Common Shares issuable in payment of a result of an adjustment made pursuant to this subsection, the Executive shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Company, the Board of Directors (whose determination dividend shall be conclusivedeemed to have been issued immediately prior to the close of business on the payment date for such dividend for purposes of calculating the number of outstanding Common Shares under clauses (b) shall determine and (c) below. b. No adjustment in the allocation of the adjusted Exercise Price between shall be required unless the adjustment would require an increase or among shares decrease of such classes at least 5% in the Exercise Price then in effect; provided, however, that any adjustments that by reason of capital stock or shares of Common Stock this Section 5(b) are not required to be made shall be carried forward and other capital stocktaken into account in any subsequent adjustment. All calculations under this subsection Section 5 shall be made to the nearest cent or to the nearest 1/100 1/100th of a share, as the case may be. . c. In the event that that, at any time as a result of an adjustment made pursuant to this subsectionSection 5(a) above, the Executive Holder of this Warrant shall become entitled to receive any shares of the Company other than shares of Common StockShares, thereafter the Exercise Price number of such other shares so receivable upon exercise of any Options this Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock Shares contained in this subsectionSection 5. d. In case of any reclassification of the Common Shares (other than in a transaction to which Section 5(a) applies), any consolidation of the Company with, or merger of the Company into, any other entity, any merger of another entity into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding Common Shares of the Company), any sale or transfer of all or substantially all of the assets of the Company, any tender offer or any share exchange, pursuant to which the Common Shares are converted into other securities, cash or other property, then lawful provision shall be made as part of the terms of such transaction whereby the Holder shall have the right, during the Exercise Period, at the Holder’s option, (i) to exercise this Warrant for the kind and amount of securities, cash and other property receivable upon the reclassification, consolidation, merger, sale, transfer, tender offer or share exchange by a holder of the number of Common Shares of the Company into which this Warrant might have been exercisable immediately prior to the reclassification, consolidation, merger, sale, transfer, tender offer or share exchange, assuming that such holder of Common Shares failed to exercise rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon consummation of such transaction, or (ii) if the Company is acquired in an all cash transaction, to receive cash equal to the difference between the aggregate value of the cash consideration to be received had this Warrant been fully exercised immediately prior to the closing of such transaction and the aggregate exercise price of the Warrant Shares immediately prior to the closing of such transaction. The provisions of this Section 5(d) shall similarly apply to successive reclassifications, consolidations, mergers, sales, transfers, tender offers or share exchanges. e. If the Company shall take any action set forth in Section 5(a) or 5(d), then the Company shall cause to be filed with the transfer agent for this Warrant and shall cause to be mailed to the Holder at such Holder’s address as shown on the books of the transfer agent for this Warrant, as promptly as possible, but at least 20 days prior to the applicable date hereinafter specified, a notice stating the date on which such dividend payment, other distribution, adjustment, reclassification, change, consolidation, merger, tender offer, statutory share exchange, sale, transfer, dissolution, liquidation or winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares of record shall be entitled to receive the dividend payment or other distribution, or exchange their Common Shares for securities, cash or other property deliverable upon such adjustment, reclassification, change, consolidation, merger, statutory share exchange, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice or any defect therein shall not affect the legality or validity of the proceedings described in this Section 5(e). f. Whenever the Exercise Price is adjusted as herein provided, the Company shall promptly file with the transfer agent for this Warrant a certificate of an officer of the Company setting forth the Exercise Price after the adjustment and setting forth a brief statement of the facts requiring such adjustment and a computation thereof. The Company shall within 30 days of an adjustment to the Exercise Price cause a notice of the adjusted Exercise Price to be mailed to the Holder. Failure to give such notice or any defect therein shall not affect the legality or validity of the proceedings described in this Section 5(f). g. Upon each adjustment of the Exercise Price, this Warrant shall thereafter evidence the right to purchase, at the adjusted Exercise Price, that number of shares (calculated to the nearest thousandth) obtained by dividing (i) the product obtained by multiplying the number of shares purchasable upon exercise of this Warrant prior to adjustment of the number of shares by the Exercise Price in effect prior to adjustment of the Exercise Price, by (ii) the Exercise Price in effect after such adjustment of the Exercise Price. h. The Company shall not be required to issue fractions of Common Shares or other capital stock of the Company upon the exercise of this Warrant. If any fraction of a share would be issuable on the exercise of this Warrant (or specified portions thereof), the Company shall purchase such fraction for an amount in cash equal to the same fraction of the Current Market Price of such share of Common Shares on the date of exercise of this Warrant.

Exercise Price Adjustments. The Exercise Price shall be adjusted from time to time such that in as provided below: (a) In case the Company shall hereafter: : (A) pay any dividends on any class of stock of the Company payable in Common Stock or securities convertible into Common Stock; (Bi) subdivide its then then-outstanding shares of Common Stock common stock into a greater number of sharesshares (i.e., a forward stock split); or or (Cii) combine outstanding shares of Common Stockcommon stock (i.e., a reverse stock split), including by reclassification or otherwise; then, in any such event, the Exercise Price in effect immediately prior to such event shall (until adjusted again pursuant hereto) be adjusted immediately after such event to a price (calculated price(calculated to the nearest full cent) determined by dividing (A) the number of shares of Common Stock common outstanding immediately prior to such event, multiplied by the then then-existing Exercise Price, by (B) the total number of shares of Common Stock common stock outstanding immediately after such event (including in each case the maximum number of shares of Common Stock issuable in respect of any securities convertible into Common Stock)event, and the resulting quotient shall be the adjusted Exercise Price per sharePrice. An adjustment made pursuant to this subsection paragraph shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective distribution, or immediately after the effective date in the case of a subdivision, combination or reclassification. If, as a result of an adjustment made pursuant to this subsectionparagraph, the Executive Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares share of Common Stock common stock and other capital stock of the Company, the Company's Board of Directors (whose determination shall be conclusiveor a majority of the disinterested directors then serving on the Board of Directors) shall conclusively determine the allocation of the adjusted Exercise Price between or among shares of such classes of capital stock or shares of Common Stock common stock and other(capital stock. Subsequent adjustments to classes of capital stock of the Company, other capital than common stock, shall be made on terms as nearly equivalent as practicable to the provisions with respect to common stock contained in this paragraph, as conclusively determined by the Company's Board of Directors (or a majority of disinterested directors then serving on the Board of Directors). All calculations under this subsection paragraph shall be made to the nearest cent or to the nearest 1/100 of a share, as the case may be. In the event that at any time as a result of an adjustment made pursuant to this subsection, the Executive shall become entitled to receive any shares of the Company other than shares of Common Stock, thereafter the Exercise Price of such other shares so receivable upon exercise of any Options shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to Common Stock contained in this subsection.

Exercise Price Adjustments. The Exercise Price shall be adjusted from time subject to time such that in case adjustment if the Company shall hereaftershall, after July 25, 1997: (A1) pay any dividends a stock dividend or make a distribution on any class the outstanding shares of stock of the Company payable in Common Stock or securities convertible into in shares of Common Stock;, (B2) subdivide its then or split the outstanding shares of Common Stock into a greater number of shares; or, (C3) combine the outstanding shares of Common Stock into a smaller number of shares, or (4) pay a dividend or make a distribution on the outstanding shares of Common Stock in shares of its capital stock (other than Common Stock, by reclassification or otherwise; ). then, in any such event, the Exercise Price in effect immediately prior to the opening of business on the record date for determination of stockholders entitled to receive such event dividend or distribution or the effective date of such subdivision, split or combination, as the case may be, shall (until adjusted again pursuant hereto) be adjusted immediately after such event so that the holder of this Warrant shall thereafter be entitled to a price (calculated to the nearest full cent) determined by dividing (A) receive, upon exercise of this Warrant, the number of shares of Common Stock outstanding or other capital stock (or both) of the Company which such holder would have owned or been entitled to receive immediately following such action if such holder had exercised this Warrant immediately prior to the record date for, or effective date of, as the case may be, such event, multiplied . The adjustment contemplated by the then existing Exercise Price, by this subparagraph (B4)(a) the total number of shares of Common Stock outstanding immediately after such event (including in each case the maximum number of shares of Common Stock issuable in respect of any securities convertible into Common Stock), and the resulting quotient shall be made successively whenever any event listed above shall occur. For a dividend or distribution, the adjusted Exercise Price per share. An adjustment made pursuant to this subsection shall become effective immediately after at the opening of business on the Business Day next following the record date in the case of a for such dividend or distribution and shall become effective immediately after the effective date in the case of distribution. For a subdivision, combination split or reclassification. If, as a result of an adjustment made pursuant to this subsectioncombination, the Executive adjustment shall become become (a) the holder of this Warrant would be entitled to receive upon exercise hereof shares of two or more classes or series of capital stock or shares of Common Stock and other capital stock of the Company, the Board of Directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Exercise Price between or among shares of such classes of capital stock or shares of Common Stock and other capital stock. All calculations under this subsection shall be made to the nearest cent or to the nearest 1/100 of a share, as the case may be. In the event that at any time as a result of an adjustment made pursuant to this subsection, the Executive shall become entitled to receive any shares of the Company other than shares of Common Stock, thereafter the Exercise Price of such other shares so receivable upon exercise of any Options shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to upon the provisions occurrence of an action taken with respect to any such class or series of capital stock other than Common Stock contained in as is contemplated by this subsectionParagraph 4, on terms comparable to those applicable to the Common Stock pursuant to this Paragraph 4.

Exercise Price Adjustments. The Exercise Price shall be adjusted subject to adjustment from time to time such as follows: (i) In the event that in case the Company shall hereafter: (A) pay any dividends a dividend or make a distribution, in shares of Common Stock, on any class of capital stock of the Company payable in or any subsidiary which is not directly or indirectly wholly owned by the Company, (B) split or subdivide its outstanding Common Stock or securities convertible into Common Stock; (B) subdivide its then outstanding shares of Common Stock reverse split into a greater number of shares; or , or (C) combine its outstanding shares Common Stock into a smaller number of Common Stockshares, by reclassification or otherwise; then, then in any each such event, case the Exercise Price in effect immediately prior to such event thereto shall (until adjusted again pursuant hereto) be adjusted immediately after such event so that the Holder of a Warrant thereafter surrendered for exercise shall be entitled to a price (calculated to the nearest full cent) determined by dividing (A) receive the number of shares of Common Stock outstanding that such Holder would have owned or have been entitled to receive after the occurrence of any of the events described above had such Warrant been exercised immediately prior to the occurrence of such event, multiplied by the then existing Exercise Price, by (B) the total number of shares of Common Stock outstanding immediately after such event (including in each case the maximum number of shares of Common Stock issuable in respect of any securities convertible into Common Stock), and the resulting quotient shall be the adjusted Exercise Price per share. An adjustment made pursuant to this subsection Section 6(a)(i) shall become effective immediately after the close of business on the record date in the case of a dividend or distribution (except as provided in Section 6(e) below) and shall become effective immediately after the close of business on the effective date in the case of a such subdivision, combination split or reclassification. Ifcombination, as a result of an adjustment made pursuant to this subsection, the Executive shall become entitled to receive shares of two or more classes of capital stock or case may be. Any shares of Common Stock issuable in payment of a dividend shall be deemed to have been issued immediately prior to the close of business on the record date for such dividend for purposes of calculating the number of outstanding shares of Common Stock under clauses (ii) and other capital stock (iii) below. (ii) If, prior to the third anniversary of the CompanyClosing Date, the Company shall commit to issue or distribute Common Stock or issue rights, warrants, options or convertible or exchangeable securities entitling the holder thereof to subscribe for or purchase, convert into or exchange for Common Stock, in any such case at a price per share less than the Exercise Price per share on the earliest of (i) the date the Company shall enter into a firm contract for such issuance or distribution, (ii) the record date for the determination of stockholders entitled to receive any such rights, warrants, options or convertible or exchangeable securities, if applicable, or (iii) the date of actual issuance or distribution of any such Common Stock or rights, warrants, options or convertible or exchangeable securities (provided that the issuance of Common Stock upon the exercise of rights, warrants, options or convertible or exchangeable securities will not cause an adjustment in the Exercise Price if no such adjustment would have been required at the time such right, warrant, option or convertible or exchangeable security was issued), then the Exercise Price in effect immediately prior to such earliest date shall be adjusted to a price equal to the price paid per share for such new securities. Such adjustment shall be made successively whenever any such Common Stock, rights, warrants, options or convertible or exchangeable securities are issued or distributed. In determining whether any rights, warrants or options entitle the holders to subscribe for or purchase shares of Common Stock at less than such Exercise Price, and in determining the aggregate offering price of shares of Common Stock so issued or distributed, there shall be taken into account any consideration received by the Company for such Common Stock, rights, warrants, options, or convertible or exchangeable securities, the value of such consideration, if other than cash, to be determined by the Board of Directors (Directors, whose determination shall be conclusiveconclusive and described in a certificate filed with the records of corporate proceedings of the Company. If any right, warrant, option or convertible or exchangeable security to purchase or acquire Common Stock, the issuance of which resulted in an adjustment in the Exercise Price pursuant to this subsection (ii) shall determine expire and shall not have been exercised, the allocation Exercise Price shall, immediately upon such expiration, be recomputed to the Exercise Price which would have been in effect had the adjustment of the adjusted Exercise Price between or among shares made upon the issuance of such classes right, warrant, option or convertible or exchangeable security been made on the basis of capital stock offering for subscription, purchase or issuance, as the case may be, only that number of shares of Common Stock actually purchased or issued upon the actual exercise of such right, warrant, option or convertible or exchangeable securities. (iii) No adjustment in the Exercise Price shall be required unless the adjustment would require an increase or decrease of at least 1% in the Exercise Price then in effect; provided, however, that any adjustments that by reason of this Section 6(a) are not required to be made shall be carried forward and other capital stocktaken into account in any subsequent adjustment. All calculations under this subsection Section 6(a) shall be made to the nearest cent or to the nearest 1/100 1/100th of a share. (iv) Notwithstanding anything to the contrary set forth in this Section 6(a), no adjustment shall be made to the Exercise Price upon (A) the issuance of shares of Common Stock pursuant to any compensation or incentive plan for officers, directors, employees or consultants of the Company which plan has been approved by the Compensation Committee of the Board of Directors (or if there is no such committee then serving, by the majority vote of the Directors then serving who are not employees or officers of the Company, a 5% or greater stockholder of the Company or an officer, employee, affiliate or associate of any such 5% or greater stockholder) (unless the exercise price thereof is changed after the date hereof other than solely by operation of the anti-dilution provisions thereof or by the Compensation Committee of the Board of Directors or, if applicable, the Board of Directors and, if required by law, the stockholders of the Company as provided in this clause (A)), or (B) the case may be. issuance of Common Stock upon the conversion or exercise of the options, warrants or rights of the Company outstanding on August 9, 2005, unless the conversion or exercise price thereof is changed after August 9, 2005 (other than solely by operation of the anti-dilution provisions thereof). (v) In the event that that, at any time as a result of an adjustment made pursuant to this subsectionSections 6(a)(i) through 6(a)(iii) above, the Executive Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive any shares of the Company other than shares of the Common Stock, thereafter the Exercise Price number of such other shares so receivable upon exercise of any Options such Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock contained in Sections 6(a)(i) through 6(a)(iv) above, and the other provisions of this subsectionSection 6(a) with respect to the Common Stock shall apply on like terms to any such other shares. (b) In case of any reclassification of the Common Stock (other than in a transaction to which Section 6(a)(i) applies), any consolidation of the Company with, or merger of the Company into, any other entity, any merger of another entity into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company), any sale or transfer of all or substantially all of the assets of the Company or any compulsory share exchange, pursuant to which share exchange the Common Stock is converted into other securities, cash or other property, then lawful provision shall be made as part of the terms of such transaction whereby the Holder of a Warrant then outstanding shall have the right thereafter, during the period such Warrant shall be exercisable, to exercise such Warrant only for the kind and amount of securities, cash and other property receivable upon the reclassification, consolidation, merger, sale, transfer or share exchange by a holder of the number of shares of Common Stock of the Company into which a Warrant might have been able to exercise for immediately prior to the reclassification, consolidation, merger, sale, transfer or share exchange assuming that such holder of Common Stock failed to exercise rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon consummation of such transaction subject to adjustment as provided in Section 6(a) above following the date of consummation of such transaction. The provisions of this Section 6(b) shall similarly apply to successive reclassifications, consolidations, mergers, sales, transfers or share exchanges. (c) If: (i) the Company shall take any action which would require an adjustment in the Exercise Price pursuant to Section 6(a); or (ii) the Company shall authorize the granting to the holders of its Common Stock generally of rights, warrants or options to subscribe for or purchase any shares of any class or any other rights, warrants or options; or (iii) there shall be any reclassification or change of the Common Stock (other than a subdivision or combination of its outstanding Common Stock or a change in par value) or any consolidation, merger or statutory share exchange to which the Company is a party and for which approval of any stockholders of the Company is required, or the sale or transfer of all or substantially all of the assets of the Company; or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; then, the Company shall cause to be filed with the transfer agent for the Warrants and shall cause to be mailed to each Holder at such Holder's address as shown on the books of the transfer agent for the Warrants, as promptly as possible, but at least 30 days prior to the applicable date hereinafter specified, a notice stating (A) the date on which a record is to be taken for the purpose of such dividend, distribution or granting of rights, warrants or options, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution or rights, warrants or options are to be determined, or (B) the date on which such reclassification, change, consolidation, merger, statutory share exchange, sale, transfer, dissolution, liquidation or winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reclassification, change, consolidation, merger, statutory share exchange, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice or any defect therein shall not affect the legality or validity of the proceedings described in this Section 6(c). (d) Whenever the Exercise Price is adjusted as herein provided, the Company shall promptly cause a notice of the adjusted Exercise Price to be mailed to each Holder. (e) In any case in which Section 6(a) provides that an adjustment shall become effective immediately after a record date for an event and the date fixed for such adjustment pursuant to Section 6(a) occurs after such record date but before the occurrence of such event, the Company may defer until the actual occurrence of such event (i) issuing to the Holder of any Warrants exercised after such record date and before the occurrence of such event the additional shares of Common Stock issuable upon such conversion by reason of the adjustment required by such event over and above the Common Stock issuable upon such exercise before giving effect to such adjustment, and (ii) paying to such holder any amount in cash in lieu of any fraction pursuant to Section 6(h). (f) For the purpose of any computation under Section 2 or this Section 6, the "Current Market Price" per share of Common Stock on any date shall be deemed to be the closing price of a single share of Common Stock on the trading day immediately preceding the date in question as reported on the American Stock Exchange. If on any such dates the Common Stock is not listed or admitted to trading on the American Stock Exchange or any other national securities exchange and is not quoted by NASDAQ or any similar organization, the fair value of a share of Common Stock on such date, as determined in good faith by the board of directors of the Company, whose determination shall be conclusive absent manifest error, shall be used. (g) The Company shall not be required to issue fractions of shares of Common Stock or other capital stock of the Company upon the exercise of this Warrant. If any fraction of a share would be issuable on the exercise of this Warrant (or specified portions thereof), the Company shall purchase such fraction for an amount in cash equal to the same fraction of the Current Market Price of such share of Common Stock on the date of exercise of this Warrant.

Exercise Price Adjustments. The Exercise Price shall be adjusted subject to adjustment from time to time such as follows: (i) In the event that in case the Company shall hereafter: (A) pay any dividends a dividend or make a distribution, in shares of Common Stock, on any class of capital stock of the Company payable in Common Stock or securities convertible into Common Stock; any subsidiary which is not directly or indirectly wholly owned by the Company, (B) split or subdivide its then outstanding shares of Common Stock into a greater number of shares; or , or (C) combine its outstanding shares Common Stock into a smaller number of Common Stockshares, by reclassification or otherwise; then, then in any each such event, case the Exercise Price in effect immediately prior to such event thereto shall (until adjusted again pursuant hereto) be adjusted immediately after such event so that the Holder of this Warrant thereafter surrendered for exercise shall be entitled to a price (calculated to the nearest full cent) determined by dividing (A) receive the number of shares of Common Stock outstanding that such Holder would have owned or have been entitled to receive after the occurrence of any of the events described above had this Warrant been exercised immediately prior to the occurrence of such event, multiplied by the then existing Exercise Price, by (B) the total number of shares of Common Stock outstanding immediately after such event (including in each case the maximum number of shares of Common Stock issuable in respect of any securities convertible into Common Stock), and the resulting quotient shall be the adjusted Exercise Price per share. An adjustment made pursuant to this subsection paragraph 6(a)(i) shall become effective immediately after the close of business on the record date in the case of a dividend or distribution (except as provided in paragraph 6(f) below) and shall become effective immediately after the close of business on the effective date in the case of a such subdivision, combination split or reclassification. Ifcombination, as a result of an adjustment made pursuant to this subsection, the Executive shall become entitled to receive shares of two or more classes of capital stock or case may be. Any shares of Common Stock issuable in payment of a dividend shall be deemed to have been issued immediately prior to the close of business on the record date for such dividend for purposes of calculating the number of outstanding shares of Common Stock under clause (ii) below. (ii) In the event that the Company shall issue or distribute any Common Stock or preferred stock, whether or not authorized on the date hereof, and other capital rights, options or warrants to purchase Common Stock or preferred stock and securities of any type whatsoever that are, or may become, convertible into Common Stock or preferred stock ("New Securities"), in any such case at a price per share less than $5.00 or that would entitle the holders of the CompanyNew Securities to subscribe for or purchase shares of Common Stock at less than $5.00 per share (provided that the issuance of Common Stock upon the exercise of New Securities that are rights, warrants, options or convertible or exchangeable securities ("New Derivative Securities") will not cause an adjustment in the Exercise Price if no such adjustment would have been required at the time such New Derivative Security was issued), then the Exercise Price in effect immediately prior thereto shall be adjusted so that the Exercise Price shall equal the price at which the Company issues or distributes such New Securities (or the price at which the holders of the New Securities are entitled to subscribe for or purchase shares of Common Stock). Each such adjustment shall be made successively whenever any such New Securities are issued. In determining whether any New Derivative Securities entitle the holders to subscribe for or purchase shares of Common Stock at less than $5.00 per share, there shall be taken into account any consideration received by the Company for such New Derivative Securities, the value of such consideration, if other than cash, to be determined in good faith by the Board of Directors of the Company (the "Board of Directors"), whose determination shall be conclusive) shall determine conclusive and described in a certificate filed with the allocation records of corporate proceedings of the adjusted Company. Notwithstanding the foregoing, in no event shall an adjustment be made under this subsection (ii) if such adjustment would result in raising the then-effective Exercise Price. (iii) No adjustment in the Exercise Price between shall be required unless the adjustment would require an increase or among shares decrease of such classes at least 1% in the Exercise Price then in effect; provided, however, that any adjustments that by reason of capital stock or shares of Common Stock this Section 6(a) are not required to be made shall be carried forward and other capital stocktaken into account in any subsequent adjustment. All calculations under this subsection Section 6(a) shall be made to the nearest cent or to the nearest 1/100 1/100th of a share. (iv) Notwithstanding anything to the contrary set forth in this Section 6(a), as no adjustment shall be made to the case may beExercise Price upon any Exempt Issuance. In "Exempt Issuance" means the event that at any time as a result issuance of: (A) shares of an adjustment made pursuant to this subsection, the Executive shall become entitled to receive any shares capital stock of the Company issued or issuable upon conversion or exercise of any currently outstanding securities (but not any amendment or modification to such currently outstanding securities after the date hereof) or any New Securities issued in accordance with the Purchase Agreement (including the Conversion Shares, the Warrant Shares, the PIK Dividend Shares and the Redemption Shares, as such terms are defined in Section 6(j)); (B) shares of capital stock issued and issuable as payment for outstanding interest under the Company's outstanding 7% convertible debentures and 4% convertible debentures; (C) shares or options or warrants for Common Stock granted to officers, directors and employees of, and consultants to, the Company or its subsidiaries pursuant to stock option or purchase plans or other than compensatory agreements approved by the Board of Directors, or pursuant to the Syntax Groups Company 2005 Stock Incentive Plan; (D) shares of Common StockStock or preferred stock issued in connection with any pro rata stock split, thereafter stock dividend (including PIK Dividend Shares) or recapitalization by the Exercise Price Company; (E) shares of capital stock, or options or warrants to purchase capital stock, issued to a strategic investor in connection with a strategic commercial agreement as determined by the Board of Directors; (F) shares of capital stock, or options or warrants to purchase capital stock, issued to an investor in connection with a joint venture arrangement where the Company is a participant; (G) shares of capital stock, or options or warrants to purchase capital stock, issued pursuant to the acquisition of another corporation or entity by the Company by consolidation, merger, purchase of all or substantially all of the assets, or other reorganization in which the Company acquires, in a single transaction or series of related transactions, all or substantially all of the assets of such other corporation or entity or fifty percent (50%) or more of the voting power of such other corporation or entity or fifty percent (50%) or more of the equity ownership of such other corporation or entity; (H) shares so receivable of capital stock issued in an underwritten public securities offering pursuant to a registration statement filed under the Securities Act; (I) shares of capital stock, or options or warrants to purchase capital stock, issued to current or prospective customers or suppliers of the Company approved by the Board of Directors as compensation or accommodation in lieu of other payment, compensation or accommodation to such customer or supplier; (J) shares of capital stock, or warrants to purchase capital stock, issued to any person that provides services to the Company as compensation therefor pursuant to an agreement approved by the Board of Directors; (K) shares of capital stock, or options or warrants to purchase capital stock, offered in a transaction where the purchase of such securities by the Holder would cause such transaction to fail to comply with applicable federal or state securities laws or would cause an applicable registration or qualification exemption to fail to be available to the Company; and (L) securities issuable upon conversion or exercise of any Options shall be subject to adjustment from time to time the securities set forth in a manner and on terms as nearly equivalent as practicable to the provisions with respect to Common Stock contained in this subsectionclauses (A) - (K) above.

Exercise Price Adjustments. The Exercise Price shall be adjusted subject to adjustment from time to time such as follows: (i) In the event that in case the Company shall hereafter: (A) pay any dividends a dividend or make a distribution, in shares of Common Stock, on any class of stock equity interests of the Company payable in Common Stock or securities convertible into Common Stock; any subsidiary, (B) split or subdivide its then outstanding shares of Common Stock into a greater number of shares; or Shares, or (C) combine its outstanding shares of Common StockStock into a smaller number of Shares, by reclassification or otherwise; then, then in any each such event, case the Exercise Price in effect immediately prior to such event thereto shall (until adjusted again pursuant hereto) be adjusted immediately after such event so that the Holder of this Warrant thereafter surrendered for exercise shall be entitled to a price (calculated to the nearest full cent) determined by dividing (A) receive the number of shares of Common Stock outstanding that such Holder would have owned or have been entitled to receive after the occurrence of any of the events described above had such Warrant been exercised immediately prior to the occurrence of such event, multiplied by the then existing Exercise Price, by (B) the total number of shares of Common Stock outstanding immediately after such event (including in each case the maximum number of shares of Common Stock issuable in respect of any securities convertible into Common Stock), and the resulting quotient shall be the adjusted Exercise Price per share. An adjustment made pursuant to this subsection Section 5(a)(i) shall become effective immediately after the close of business on the record date in the case of a dividend or distribution (except as provided in Section 5(e) below) and shall become effective immediately after the close of business on the effective date in the case of a such subdivision, combination split or reclassification. Ifcombination, as the case may be. Any Shares issuable in payment by the Company of a result dividend shall be deemed to have been issued immediately prior to the close of an adjustment made pursuant to this subsection, business on the Executive shall become entitled to receive shares record date for such dividend for purposes of two or more classes calculating the number of capital stock or outstanding shares of Common Stock and other capital stock under clause (iii) below. (ii) Upon any adjustment of the CompanyExercise Price or a number of issuable Warrant Shares pursuant to Section 5(a), the Board Company shall give written notice thereof to the Holder, setting forth in reasonable detail the calculation of Directors such adjustment. (whose determination iii) No adjustment in the Exercise Price shall be conclusive) shall determine required unless the allocation adjustment would require an increase or decrease of at least 1% in the adjusted Exercise Price between or among shares then in effect; provided, however, that any adjustments that by reason of such classes of capital stock or shares of Common Stock this Section 5(a)(iii) are not required to be made shall be carried forward and other capital stocktaken into account in any subsequent adjustment. All calculations under this subsection Section 5(a) shall be made to the nearest cent or to the nearest 1/100 1/100th of a share, as the case may be. Common Share. (iv) In the event that that, at any time as a result of an adjustment made pursuant to this subsectionSection 5(a)(i) or 5(a)(iii) above, the Executive Holder of this Warrant thereafter surrendered for exercise shall become entitled to receive any shares equity interest of the Company other than shares of Common Stock, thereafter the Exercise Price number of such other shares equity interests so receivable upon exercise of any Options this Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the shares of Common Stock contained in Section 5(a)(i) above, and the other provisions of this subsectionSection 5(a) with respect to the shares of Common Stock shall apply on like terms to any such other equity interests. (b) In case of any reclassification of the shares of Common Stock (other than in a transaction to which Section 5(a)(i) applies), any consolidation of the Company with, or merger of the Company into, any other entity, any merger of another entity into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company), any sale or transfer of all or substantially all of the assets of the Company or any compulsory Share or equity interest exchange, pursuant to which exchange the shares of Common Stock are converted into other securities, cash or other property, then lawful provision shall be made as part of the terms of such transaction whereby the Holder of this Warrant then outstanding shall have the right thereafter, during the period this Warrant shall be exercisable, to exercise this Warrant only for the kind and amount of securities, cash and other property receivable upon the reclassification, consolidation, merger, sale, transfer or share exchange by a holder of the number of shares of Common Stock of the Company into which this Warrant might have been able to exercise for immediately prior to the reclassification, consolidation, merger, sale, transfer or share exchange assuming that such holder of shares of Common Stock failed to exercise rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon consummation of such transaction subject to adjustment as provided in Section 5(a) above following the date of consummation of such transaction. The Company shall not effect any such reclassification, consolidation, merger, sale, transfer, share exchange or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume, by written instrument executed and delivered to the Holder, the obligation to deliver to the Holder upon its exercise of this Warrant such Shares, equity interest, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase and the other obligations under this Warrant. The provisions of this Section 5(b) shall similarly apply to successive reclassifications, consolidations, mergers, sales, transfers or share exchanges. (c) If: (i) the Company shall take any action which would require an adjustment in the Exercise Price pursuant to Section 5(a); or (ii) the Company shall authorize the granting to the holders of its shares of Common Stock generally of rights, warrants or options to subscribe for or purchase any Shares of any class or any other rights, warrants or options; or (iii) there shall be any reclassification or change of the shares of Common Stock (other than a subdivision or combination of its outstanding shares of Common Stock) or any consolidation, merger or statutory exchange to which the Company is a party and for which approval of any members of the Company is required, or the sale or transfer of all or substantially all of the assets of the Company; or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in each such case, the Company shall cause to be filed with the transfer agent for this Warrant (unless there are no such transfer agent) and shall cause to be mailed to each Holder at such Hxxxxx’s address as shown on the books of the Company or the transfer agent for this Warrant, as promptly as possible, but at least thirty (30) days prior to the applicable date hereinafter specified, a notice stating (A) the record date record for the purpose of such dividend, distribution or granting of rights, warrants or options, or, if a record date shall not be set, the date as of which the holders of shares of Common Stock of record to be entitled to such dividend, distribution or rights, warrants or options are to be determined, or (B the date on which such reclassification, change, consolidation, merger, statutory exchange, sale, transfer, dissolution, liquidation or winding-up is expected to become effective or occur, and the date as of which it is expected that holders of shares of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reclassification, change, consolidation, merger, statutory exchange, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice or any defect therein shall not affect the legality or validity of the proceedings described in this Section 5(c). (d) Whenever the Exercise Price is adjusted as herein provided, the Company shall promptly file with the transfer agent for this Warrant (unless there are no such transfer agent) a certificate of the Managers of the Company setting forth the Exercise Price after the adjustment and setting forth a brief statement of the facts requiring such adjustment and a computation thereof. The Company shall promptly cause a notice of the adjusted Exercise Price to be mailed to each Holder. (e) In any case in which Section 5(a) provides that an adjustment shall become effective immediately after a record date for an event and the date fixed for such adjustment pursuant to Section 5(a) occurs after such record date but before the occurrence of such event, the Company may defer until the actual occurrence of such event (i) issuing to the Holder of this Warrant exercised after such record date and before the occurrence of such event the additional shares of Common Stock issuable upon such conversion by reason of the adjustment required by such event over and above the shares of Common Stock issuable upon such exercise before giving effect to such adjustment, and (ii) issuing to such holder any fraction of shares of Common Stock. (f) In case the Company shall take any action affecting the shares of Common Stock, other than actions described in this Section 5, which in the opinion of the Board of Directors of the Company, as applicable, would materially adversely affect the exercise right of the Holder, the Exercise Price may be adjusted, to the extent permitted by law, in such manner, if any, and at such time, as the Board of Directors, as applicable, may determine to be equitable in the circumstances. (g) For the purpose of any computation under Section 1(b) or this Section 5, the “Fair Market Value” per Common Share on any day shall mean: (i) if the principal trading market for such securities is a national or regional securities exchange, the closing price on such exchange on such day; or (ii) the last reported sales price so reported on such day; or (iii) if neither (i) nor (ii) above are applicable, and if bid and ask prices for Common Stock are reported in the over-the-counter market by NASDAQ (or, if not so reported, by the National Quotation Bureau), the average of the high bid and low ask prices so reported on such day. Notwithstanding the foregoing, if there is no reported closing price, last reported sales price, or bid and ask prices, as the case may be, for the day in question, then the Fair Market Value shall be determined as of the latest date prior to such day for which such closing price, last reported sales price, or bid and ask prices, as the case may be, are available, unless such securities have not been traded on an exchange or in the over-the-counter market for thirty (30) or more days immediately prior to the day in question, in which case the Fair Market Value shall be determined in good faith by, and reflected in a formal resolution of, the Board of Directors, of the Company. (h) Upon each adjustment of the Exercise Price, this Warrant shall thereafter evidence the right to purchase, at the adjusted Exercise Price, that number of shares of Common Stock (calculated to the nearest thousandth) obtained by dividing (i) the product obtained by multiplying the number of shares of Common Stock purchasable upon exercise of this Warrant prior to adjustment of the number of shares of Common Stock by the Exercise Price in effect prior to adjustment of the Exercise Price, by (ii) the Exercise Price in effect after such adjustment of the Exercise Price.

Exercise Price Adjustments. (a) The exercise price per share with respect to which the Option is granted hereby is $13.75 per share of Common Stock, subject to adjustment as hereinafter provided (the "Exercise Price shall be adjusted Price"). (i) In the event the Company shall, at any time or from time to time such that in case after the Company shall hereafter: (A) pay date hereof, issue any dividends on any class shares of stock of the Company payable in Common Stock or securities convertible into as a stock dividend to the holders of Common Stock; (B) , or subdivide its then or combine the outstanding shares of Common Stock into a greater or lesser number of shares; or shares (C) combine outstanding shares any such issuance, subdivision or combination being herein called a "Change of Common StockShares"), by reclassification or otherwise; then, in any such eventand thereafter upon each further Change of Shares, the Exercise Price in effect immediately prior to such event Change of Shares shall (until adjusted again pursuant hereto) be adjusted immediately after such event changed to a price (calculated to the nearest full including any applicable fraction of a cent) determined by dividing (A) multiplying the Exercise Price in effect immediately prior thereto by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event, multiplied by Change of Shares and the then existing Exercise Price, by (B) denominator of which shall be the total number of shares of Common Stock outstanding immediately after giving effect to such event Change of Shares. Such adjustment shall be made successively whenever such an issuance is made. (including in ii) Upon each case adjustment of the maximum Exercise Price pursuant to Section 4(b)(i) hereof, the total number of shares of Common Stock issuable purchasable upon the exercise of the Option shall be such number of shares (calculated to the nearest tenth) purchasable at the Exercise Price in respect effect immediately prior to such adjustment multiplied by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to such adjustment and the denominator of which shall be the Exercise Price in effect immediately after giving effect to such adjustment. (iii) In case of any securities convertible reclassification, capital reorganization or other change of outstanding shares of Common Stock, or in case of any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock), or in case of any sale or conveyance to another corporation of the property of the Company as, or substantially as, an entirety (other than a sale/leaseback, mortgage or other financing transaction), the Company shall cause effective provision to be made so that the Optionee shall have the right thereafter, by exercising the Option, to purchase the kind and number of shares of stock or other securities or property (including cash) receivable upon such reclassification, capital reorganization or other change, consolidation, merger, sale or conveyance by a holder of the resulting quotient number of shares of Common Stock that would have been purchased upon exercise in full of the Option immediately prior to such reclassification, capital reorganization or other change, consolidation, merger, sale or conveyance. Any such provision shall include provision for adjustments that shall be as nearly equivalent as may be practicable to the adjusted Exercise Price per shareadjustments provided for in this Section 4(b). An adjustment made pursuant The foregoing provisions shall similarly apply to this subsection shall become effective immediately after the record date in the case successive reclassifications, capital reorganizations and other changes of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If, as a result of an adjustment made pursuant to this subsection, the Executive shall become entitled to receive shares of two or more classes of capital stock or outstanding shares of Common Stock and other capital stock to successive consolidations, mergers, sales or conveyances. (iv) Irrespective of any adjustments or changes in the Company, the Board of Directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Exercise Price between or among shares the number of such classes of capital stock or shares of Common Stock purchasable upon exercise of the Option, this Agreement shall continue to express the Exercise Price per share and other capital stock. All calculations under this subsection shall be made to the nearest cent or to the nearest 1/100 number of a share, shares of Common Stock purchasable hereunder as the case may be. In Exercise Price per share and the event that at any time number of shares of Common stock purchasable therefor as a result were expressed in this Agreement when the same was originally executed and delivered. (v) After each adjustment of an adjustment made the Exercise Price pursuant to this subsectionSection 4(b), the Executive shall become entitled to receive any shares Company will promptly prepare a certificate signed by the Chairman or President, and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, of the Company other than setting forth: (1) the Exercise Price as so adjusted, (2) the number of shares of Common Stock, thereafter the Exercise Price of such other shares so receivable Stock purchasable upon exercise of the Option after such adjustment, and (3) a brief statement of the facts accounting for such adjustment. The Company will promptly cause a copy of such certificate to be sent by ordinary first class mail to the Optionee at his last address as it shall appear on the registry books of the Company. No failure to mail such notice nor any Options defect therein or in the mailing thereof shall affect the validity of any such adjustment. (c) The Company shall at all times reserve for issuance and/or delivery upon exercise of the Option such number of shares of its Common Stock as shall be subject to adjustment from time to time in a manner required for issuance and on terms as nearly equivalent as practicable to delivery upon exercise of the provisions with respect to Common Stock contained in this subsectionOption.

Exercise Price Adjustments. The Exercise Price shall be adjusted subject to adjustment from time to time such as follows: (i) In the event that in case the Company shall hereafter: (A) pay any dividends a dividend or make a distribution, in shares of Common Stock, on any class of capital stock of the Company payable in or any subsidiary which is not directly or indirectly wholly owned by the Company, (B) split or subdivide its outstanding Common Stock or securities convertible into Common Stock; (B) subdivide its then outstanding shares of Common Stock reverse split into a greater number of shares; or , or (C) combine its outstanding shares Common Stock into a smaller number of Common Stockshares, by reclassification or otherwise; then, then in any each such event, case the Exercise Price in effect immediately prior to such event thereto shall (until adjusted again pursuant hereto) be adjusted immediately after such event so that the Holder of a Warrant thereafter surrendered for exercise shall be entitled to a price (calculated to the nearest full cent) determined by dividing (A) receive the number of shares of Common Stock outstanding that such Holder would have owned or have been entitled to receive after the occurrence of any of the events described above had such Warrant been exercised immediately prior to the occurrence of such event, multiplied by the then existing Exercise Price, by (B) the total number of shares of Common Stock outstanding immediately after such event (including in each case the maximum number of shares of Common Stock issuable in respect of any securities convertible into Common Stock), and the resulting quotient shall be the adjusted Exercise Price per share. An adjustment made pursuant to this subsection Section 6(a)(i) shall become effective immediately after the close of business on the record date in the case of a dividend or distribution (except as provided in Section 6(e) below) and shall become effective immediately after the close of business on the effective date in the case of a such subdivision, combination split or reclassification. Ifcombination, as a result of an adjustment made pursuant to this subsection, the Executive shall become entitled to receive shares of two or more classes of capital stock or case may be. Any shares of Common Stock issuable in payment of a dividend shall be deemed to have been issued immediately prior to the close of business on the record date for such dividend for purposes of calculating the number of outstanding shares of Common Stock under clauses (ii) and other capital stock (iii) below. (ii) If, prior to the third anniversary of the CompanyClosing Date, the Company shall commit to issue or distribute Common Stock or issue rights, warrants, options or convertible or exchangeable securities entitling the holder thereof to subscribe for or purchase, convert into or exchange for Common Stock, in any such case at a price per share less than the Exercise Price per share on the earliest of (i) the date the Company shall enter into a firm contract for such issuance or distribution, (ii) the record date for the determination of stockholders entitled to receive any such rights, warrants, options or convertible or exchangeable securities, if applicable, or (iii) the date of actual issuance or distribution of any such Common Stock or rights, warrants, options or convertible or exchangeable securities (provided that the issuance of Common Stock upon the exercise of rights, warrants, options or convertible or exchangeable securities will not cause an adjustment in the Exercise Price if no such adjustment would have been required at the time such right, warrant, option or convertible or exchangeable security was issued), then the Exercise Price in effect immediately prior to such earliest date shall be adjusted to a price equal to the price paid per share for such new securities. Such adjustment shall be made successively whenever any such Common Stock, rights, warrants, options or convertible or exchangeable securities are issued or distributed. In determining whether any rights, warrants or options entitle the holders to subscribe for or purchase shares of Common Stock at less than such Exercise Price, and in determining the aggregate offering price of shares of Common Stock so issued or distributed, there shall be taken into account any consideration received by the Company for such Common Stock, rights, warrants, options, or convertible or exchangeable securities, the value of such consideration, if other than cash, to be determined by the Board of Directors (Directors, whose determination shall be conclusiveconclusive and described in a certificate filed with the records of corporate proceedings of the Company. If any right, warrant, option or convertible or exchangeable security to purchase or acquire Common Stock, the issuance of which resulted in an adjustment in the Exercise Price pursuant to this subsection (ii) shall determine expire and shall not have been exercised, the allocation Exercise Price shall, immediately upon such expiration, be recomputed to the Exercise Price which would have been in effect had the adjustment of the adjusted Exercise Price between or among shares made upon the issuance of such classes right, warrant, option or convertible or exchangeable security been made on the basis of capital stock offering for subscription, purchase or issuance, as the case may be, only that number of shares of Common Stock actually purchased or issued upon the actual exercise of such right, warrant, option or convertible or exchangeable securities. (iii) No adjustment in the Exercise Price shall be required unless the adjustment would require an increase or decrease of at least 1% in the Exercise Price then in effect; provided, however, that any adjustments that by reason of this Section 6(a) are not required to be made shall be carried forward and other capital stocktaken into account in any subsequent adjustment. All calculations under this subsection Section 6(a) shall be made to the nearest cent or to the nearest 1/100 1/100th of a share. (iv) Notwithstanding anything to the contrary set forth in this Section 6(a), no adjustment shall be made to the Exercise Price upon (A) the issuance of shares of Common Stock pursuant to any compensation or incentive plan for officers, directors, employees or consultants of the Company which plan has been approved by the Compensation Committee of the Board of Directors (or if there is no such committee then serving, by the majority vote of the Directors then serving who are not employees or officers of the Company, a 5% or greater stockholder of the Company or an officer, employee, affiliate or associate of any such 5% or greater stockholder) (unless the exercise price thereof is changed after the date hereof other than solely by operation of the anti-dilution provisions thereof or by the Compensation Committee of the Board of Directors or, if applicable, the Board of Directors and, if required by law, the stockholders of the Company as provided in this clause (A)), or (B) the case may be. issuance of Common Stock upon the conversion or exercise of the options, warrants or rights of the Company outstanding on _____________, 2005, unless the conversion or exercise price thereof is changed after _____________, 2005 (other than solely by operation of the anti-dilution provisions thereof). (v) In the event that that, at any time as a result of an adjustment made pursuant to this subsectionSections 6(a)(i) through 6(a)(iii) above, the Executive Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive any shares of the Company other than shares of the Common Stock, thereafter the Exercise Price number of such other shares so receivable upon exercise of any Options such Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock contained in Sections 6(a)(i) through 6(a)(iv) above, and the other provisions of this subsectionSection 6(a) with respect to the Common Stock shall apply on like terms to any such other shares. (b) In case of any reclassification of the Common Stock (other than in a transaction to which Section 6(a)(i) applies), any consolidation of the Company with, or merger of the Company into, any other entity, any merger of another entity into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company), any sale or transfer of all or substantially all of the assets of the Company or any compulsory share exchange, pursuant to which share exchange the Common Stock is converted into other securities, cash or other property, then lawful provision shall be made as part of the terms of such transaction whereby the Holder of a Warrant then outstanding shall have the right thereafter, during the period such Warrant shall be exercisable, to exercise such Warrant only for the kind and amount of securities, cash and other property receivable upon the reclassification, consolidation, merger, sale, transfer or share exchange by a holder of the number of shares of Common Stock of the Company into which a Warrant might have been able to exercise for immediately prior to the reclassification, consolidation, merger, sale, transfer or share exchange assuming that such holder of Common Stock failed to exercise rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon consummation of such transaction subject to adjustment as provided in Section 6(a) above following the date of consummation of such transaction. The provisions of this Section 6(b) shall similarly apply to successive reclassifications, consolidations, mergers, sales, transfers or share exchanges. (c) If: (i) the Company shall take any action which would require an adjustment in the Exercise Price pursuant to Section 6(a); or (ii) the Company shall authorize the granting to the holders of its Common Stock generally of rights, warrants or options to subscribe for or purchase any shares of any class or any other rights, warrants or options; or (iii) there shall be any reclassification or change of the Common Stock (other than a subdivision or combination of its outstanding Common Stock or a change in par value) or any consolidation, merger or statutory share exchange to which the Company is a party and for which approval of any stockholders of the Company is required, or the sale or transfer of all or substantially all of the assets of the Company; or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; then, the Company shall cause to be filed with the transfer agent for the Warrants and shall cause to be mailed to each Holder at such Holder's address as shown on the books of the transfer agent for the Warrants, as promptly as possible, but at least 30 days prior to the applicable date hereinafter specified, a notice stating (A) the date on which a record is to be taken for the purpose of such dividend, distribution or granting of rights, warrants or options, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution or rights, warrants or options are to be determined, or (B) the date on which such reclassification, change, consolidation, merger, statutory share exchange, sale, transfer, dissolution, liquidation or winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reclassification, change, consolidation, merger, statutory share exchange, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice or any defect therein shall not affect the legality or validity of the proceedings described in this Section 6(c). (d) Whenever the Exercise Price is adjusted as herein provided, the Company shall promptly cause a notice of the adjusted Exercise Price to be mailed to each Holder. (e) In any case in which Section 6(a) provides that an adjustment shall become effective immediately after a record date for an event and the date fixed for such adjustment pursuant to Section 6(a) occurs after such record date but before the occurrence of such event, the Company may defer until the actual occurrence of such event (i) issuing to the Holder of any Warrants exercised after such record date and before the occurrence of such event the additional shares of Common Stock issuable upon such conversion by reason of the adjustment required by such event over and above the Common Stock issuable upon such exercise before giving effect to such adjustment, and (ii) paying to such holder any amount in cash in lieu of any fraction pursuant to Section 6(h). (f) For the purpose of any computation under Section 2 or this Section 6, the "Current Market Price" per share of Common Stock on any date shall be deemed to be the closing price of a single share of Common Stock on the trading day immediately preceding the date in question as reported on the American Stock Exchange. If on any such dates the Common Stock is not listed or admitted to trading on the American Stock Exchange or any other national securities exchange and is not quoted by NASDAQ or any similar organization, the fair value of a share of Common Stock on such date, as determined in good faith by the board of directors of the Company, whose determination shall be conclusive absent manifest error, shall be used. (g) The Company shall not be required to issue fractions of shares of Common Stock or other capital stock of the Company upon the exercise of this Warrant. If any fraction of a share would be issuable on the exercise of this Warrant (or specified portions thereof), the Company shall purchase such fraction for an amount in cash equal to the same fraction of the Current Market Price of such share of Common Stock on the date of exercise of this Warrant.

Exercise Price Adjustments. The Exercise Price shall be adjusted Rights are not exercisable until the Distribution Date. Until a Right is exercised (or exchanged), the holder thereof, as such, will have no rights as a stockholder of Brillian, including, without limitation, the right to vote or to receive dividends. Once exercisable, each Right entitles the registered holder to purchase from time to time such that in case the Company shall hereafter: (A) pay any dividends on any class one one-thousandth of stock a share of the Company payable in Common Stock or securities convertible into Common Stock; (B) subdivide its then outstanding shares of Common Stock into a greater number of shares; or (C) combine outstanding shares of Common Preferred Stock, by reclassification or otherwise; thenat the Purchase Price of $__.00 per one one-thousandth of a share of Preferred Stock, in any such eventsubject to adjustment. The Purchase Price payable, the Exercise Price in effect immediately prior to such event shall (until adjusted again pursuant hereto) be adjusted immediately after such event to a price (calculated to the nearest full cent) determined by dividing (A) and the number of shares of Common Preferred Stock outstanding immediately prior to such eventor other securities or property issuable, multiplied by the then existing Exercise Price, by (B) the total number of shares of Common Stock outstanding immediately after such event (including in each case the maximum number of shares of Common Stock issuable in respect of any securities convertible into Common Stock), and the resulting quotient shall be the adjusted Exercise Price per share. An adjustment made pursuant to this subsection shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If, as a result of an adjustment made pursuant to this subsection, the Executive shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Company, the Board of Directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Exercise Price between or among shares of such classes of capital stock or shares of Common Stock and other capital stock. All calculations under this subsection shall be made to the nearest cent or to the nearest 1/100 of a share, as the case may be. In the event that at any time as a result of an adjustment made pursuant to this subsection, the Executive shall become entitled to receive any shares of the Company other than shares of Common Stock, thereafter the Exercise Price of such other shares so receivable upon exercise of any Options shall be the Rights is subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for or purchase Preferred Stock at a price, or securities convertible into Preferred Stock with a conversion price, less than the then-current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights is subject to adjustment in the event of a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations of the Common Stock occurring, in any such case, prior to the Distribution Date. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of Preferred Stock (or Common Stock) will be issued (other than fractions of Preferred Stock which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and in lieu thereof an adjustment in cash will be made based on the current market price of the Preferred Stock or the Common Stock. PREFERRED STOCK PROVISIONS Shares of Preferred Stock purchasable upon exercise of the Rights will not be redeemable. Each share of Preferred Stock will be entitled, when, as and if declared, to a minimum preferential quarterly dividend payment of the greater of (a) $1.00 per whole share, and (b) an amount equal to 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, dissolution or winding up of the Company, the holders of the Preferred Stock will be entitled to a minimum preferential payment of the greater of (a) $1.00 per whole share (plus any accrued but unpaid dividends), and (b) an amount equal to 1,000 times the payment made per share of Common Stock. Each share of Preferred Stock will have 1,000 votes, voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which outstanding shares of Common Stock are converted or exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the value of the one one-thousandth interest in a manner and on terms as nearly equivalent as practicable share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. FLIP-IN, FLIP-OVER RIGHTS In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereupon become void), will thereafter have the right to the provisions with respect to receive upon exercise of a Right that number of shares of Common Stock contained having a market value of two times the exercise price of the Right. This is the so-called "flip-in" provision. In the event that, after a person or group has become an Acquiring Person, the Company is acquired in this subsectiona merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provisions are required to be made so that each holder of a Right (other than Rights beneficially owned by an Acquiring Person which will have become void) will thereafter have the right to receive upon the exercise of a Right that number of shares of common stock of the person with whom the Company has engaged in the foregoing transaction (or its parent) that at the time of such transaction have a market value of two times the exercise price of the Right. This is the so-called "flip-over" provision.

Exercise Price Adjustments. The Exercise Price shall be adjusted subject to adjustment from time to time such as follows: (i) In the event that in case the Company shall hereafter: (A) pay any dividends a dividend or make a distribution, in shares of Common Stock, on any class of capital stock of the Company payable in Common Stock or securities convertible into Common Stock; any subsidiary which is not directly or indirectly wholly owned by the Company, (B) split or subdivide its then outstanding shares of Common Stock into a greater number of shares; or , or (C) combine its outstanding shares Common Stock into a smaller number of Common Stockshares, by reclassification or otherwise; then, then in any each such event, case the Exercise Price in effect immediately prior to such event thereto shall (until adjusted again pursuant hereto) be adjusted immediately after such event so that the Holder of a Warrant thereafter surrendered for Exercise shall be entitled to a price (calculated to the nearest full cent) determined by dividing (A) receive the number of shares of Common Stock outstanding that such Holder would have owned or have been entitled to receive after the occurrence of any of the events described above had such Warrant been exercised immediately prior to the occurrence of such event, multiplied by the then existing Exercise Price, by (B) the total number of shares of Common Stock outstanding immediately after such event (including in each case the maximum number of shares of Common Stock issuable in respect of any securities convertible into Common Stock), and the resulting quotient shall be the adjusted Exercise Price per share. An adjustment made pursuant to this subsection Section 6(a)(i) shall become effective immediately after the close of business on the record date in the case of a dividend or distribution (except as provided in Section 6(e) below) and shall become effective immediately after the close of business on the effective date in the case of a such subdivision, combination split or reclassification. If, as a result of an adjustment made pursuant to this subsection, the Executive shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Company, the Board of Directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Exercise Price between or among shares of such classes of capital stock or shares of Common Stock and other capital stock. All calculations under this subsection shall be made to the nearest cent or to the nearest 1/100 of a sharecombination, as the case may be. Any shares of Common Stock issuable in payment of a dividend shall be deemed to have been issued immediately prior to the close of business on the record date for such dividend for purposes of calculating the number of outstanding shares of Common Stock under clauses (ii) and (iii) below. (ii) In the event that the Company shall commit to issue or distribute Common Stock or issue rights, warrants, options or convertible or exchangeable securities entitling the holder thereof to subscribe for or purchase, convert into or exchange for Common Stock, in any such case at any time as a result price per share less than the Current Market Price per share on the earliest of an adjustment made pursuant to this subsection(i) the date the Company shall enter into a firm contract for such issuance or distribution, (ii) the Executive shall become record date for the determination of stockholders entitled to receive any shares such rights, warrants, options or convertible or exchangeable securities, if applicable, or (iii) the date of actual issuance or distribution of any such Common Stock or rights, warrants, options or convertible or exchangeable securities (provided that the Company other than shares issuance of Common StockStock upon the exercise of rights, thereafter warrants, options or convertible or exchangeable securities will not cause an adjustment in the Exercise Price of if no such other shares so receivable upon exercise of any Options adjustment would have been required at the time such right, warrant, option or convertible or exchangeable security was issued), then the Exercise Price in effect immediately prior to such earliest date shall be subject adjusted so that the Exercise Price shall equal the price determined by multiplying the Exercise Price in effect immediately prior to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to such earliest date by the provisions with respect to Common Stock contained in this subsection.fraction:

Exercise Price Adjustments. The Exercise Price shall be adjusted Rights are not exercisable until the Distribution Date. Until a Right is exercised (or exchanged), the holder thereof, as such, will have no rights as a stockholder of Brillian, including, without limitation, the right to vote or to receive dividends. Once exercisable, each Right entitles the registered holder to purchase from time to time such that in case the Company shall hereafter: (A) pay any dividends on any class one one-thousandth of stock a share of the Company payable in Common Stock or securities convertible into Common Stock; (B) subdivide its then outstanding shares of Common Stock into a greater number of shares; or (C) combine outstanding shares of Common Preferred Stock, by reclassification or otherwise; thenat the Purchase Price of $40.00 per one one-thousandth of a share of Preferred Stock, in any such eventsubject to adjustment. The Purchase Price payable, the Exercise Price in effect immediately prior to such event shall (until adjusted again pursuant hereto) be adjusted immediately after such event to a price (calculated to the nearest full cent) determined by dividing (A) and the number of shares of Common Preferred Stock outstanding immediately prior to such eventor other securities or property issuable, multiplied by the then existing Exercise Price, by (B) the total number of shares of Common Stock outstanding immediately after such event (including in each case the maximum number of shares of Common Stock issuable in respect of any securities convertible into Common Stock), and the resulting quotient shall be the adjusted Exercise Price per share. An adjustment made pursuant to this subsection shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If, as a result of an adjustment made pursuant to this subsection, the Executive shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Company, the Board of Directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Exercise Price between or among shares of such classes of capital stock or shares of Common Stock and other capital stock. All calculations under this subsection shall be made to the nearest cent or to the nearest 1/100 of a share, as the case may be. In the event that at any time as a result of an adjustment made pursuant to this subsection, the Executive shall become entitled to receive any shares of the Company other than shares of Common Stock, thereafter the Exercise Price of such other shares so receivable upon exercise of any Options shall be the Rights is subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for or purchase Preferred Stock at a price, or securities convertible into Preferred Stock with a conversion price, less than the then-current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights is subject to adjustment in the event of a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations of the Common Stock occurring, in any such case, prior to the Distribution Date. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of Preferred Stock (or Common Stock) will be issued (other than fractions of Preferred Stock which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and in lieu thereof an adjustment in cash will be made based on the current market price of the Preferred Stock or the Common Stock. PREFERRED STOCK PROVISIONS Shares of Preferred Stock purchasable upon exercise of the Rights will not be redeemable. Each share of Preferred Stock will be entitled, when, as and if declared, to a minimum preferential quarterly dividend payment of the greater of (a) $1.00 per whole share, and (b) an amount equal to 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, dissolution or winding up of the Company, the holders of the Preferred Stock will be entitled to a minimum preferential payment of the greater of (a) $1.00 per whole share (plus any accrued but unpaid dividends), and (b) an amount equal to 1,000 times the payment made per share of Common Stock. Each share of Preferred Stock will have 1,000 votes, voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which outstanding shares of Common Stock are converted or exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the value of the one one-thousandth interest in a manner and on terms as nearly equivalent as practicable share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. FLIP-IN, FLIP-OVER RIGHTS In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereupon become void), will thereafter have the right to the provisions with respect to receive upon exercise of a Right that number of shares of Common Stock contained having a market value of two times the exercise price of the Right. This is the so-called "flip-in" provision. In the event that, after a person or group has become an Acquiring Person, the Company is acquired in this subsectiona merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provisions are required to be made so that each holder of a Right (other than Rights beneficially owned by an Acquiring Person which will have become void) will thereafter have the right to receive upon the exercise of a Right that number of shares of common stock of the person with whom the Company has engaged in the foregoing transaction (or its parent) that at the time of such transaction have a market value of two times the exercise price of the Right. This is the so-called "flip-over" provision.

Exercise Price Adjustments. The Exercise Price shall be adjusted subject to adjustment from time to time such as follows: (i) In the event that in case the Company shall hereafter: (A) pay any dividends on any class of stock of the Company payable in Common Stock split or securities convertible into Common Stock; (B) subdivide its then outstanding shares of Common Stock into a greater number of shares; or shares or (Cii) combine its outstanding shares Common Stock into a smaller number of Common Stockshares, by reclassification or otherwise; then, then in any each such event, case the Exercise Price in effect immediately prior to such event thereto shall (until be proportionately adjusted again pursuant hereto) be adjusted immediately after such event to a price (calculated to in the nearest full cent) determined by dividing (A) ratio that the number of shares of Common Stock outstanding immediately prior to such event, multiplied by event bears to the then existing Exercise Price, by (B) the total number of shares of Common Stock stock outstanding immediately after such event (including event. Similarly, in each case such event the maximum number of shares Warrant Shares issuable upon exercise of Common Stock issuable in respect of any securities convertible into Common Stock), and the resulting quotient this Warrant shall be adjusted proportionately in the adjusted inverse ratio to the Exercise Price per sharePrice. An adjustment made pursuant to this subsection Section 5(a) shall become effective immediately after the record date in the case close of a dividend or distribution and shall become effective immediately after business on the effective date in the case of a such subdivision, combination split or reclassification. Ifcombination, as the case may be. (b) In case of any reclassification of the Common Stock (other than in a transaction to which Section 6(a) applies), any consolidation of the Company with, or merger of the Company into, any other entity, any merger of another entity into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of an adjustment made outstanding shares of Common Stock), or any compulsory share exchange, pursuant to this subsectionwhich the Common Stock is converted into other securities, cash or other property, then lawful provision shall be made as part of the Executive terms of such transaction whereby the Holder of a Warrant then outstanding shall become entitled have the right thereafter, during the period such Warrant shall be exercisable, to receive shares exercise such Warrant only for the kind and amount of two securities, cash and other property receivable upon the reclassification, consolidation, merger, sale, transfer or more classes share exchange by a holder of capital stock or the number of shares of Common Stock and other capital stock of the CompanyCompany into which a Warrant might have been able to exercise for immediately prior to the reclassification, the Board of Directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Exercise Price between consolidation, merger, sale, transfer or among shares of share exchange assuming that such classes of capital stock or shares holder of Common Stock and failed to exercise rights of election, if any, as to the kind or amount of securities, cash or other capital stockproperty receivable upon consummation of such transaction, subject to adjustment as provided in Section 5(a) above following the date of consummation of such transaction. The provisions of this Section 5(a) above following the date of consummation of such transaction. The provisions of this Section 5(b) shall similarly apply to successive reclassifications, consolidations, mergers, sales, transfers or share exchanges. (c) All calculations under this subsection Section 5 shall be made to the nearest cent or to the nearest 1/100 one-thousandth of a share, as the case may be. In . (d) Upon each adjustment of the event that at any time Exercise Price or the number or type of securities issuable upon exercise of this Warrant, this Warrant shall be deemed to incorporate each such adjustment and change as if a result new Warrant Agreement reflecting each such adjustment and change had been issued to the Holder. (e) The Company shall not be required to issued fractions of an adjustment made pursuant to this subsection, the Executive shall become entitled to receive any shares of Common stock or other capital stock of the Company other than shares upon the exercise of Common Stockthe Warrant. If any fraction of a share would be issuable on the exercise of this Warrant (or specified portions thereof), thereafter the Exercise Company shall purchase such fraction for an amount in cash equal to the same fraction of the Current Market Price of such other shares so receivable upon share of Common Stock on the date of exercise of any Options shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to Common Stock contained in this subsectionWarrant.

Exercise Price Adjustments. The Subject to the provisions of this Section 5, the Exercise Price in effect from time to time shall be subject to adjustment, as follows: (a) In case the Company shall at any time after the date hereof (i) declare a dividend or make a distribution on the outstanding Shares payable in shares of its capital stock or securities convertible into or exchangeable for capital stock, (ii) subdivide the outstanding Shares, (iii) combine the outstanding Shares into a smaller number of shares, or (iv) issue any shares by reclassification of the Shares (other than a change in par value, or from par value to no par value, or from no par value to par value), then, in each case, the Exercise Price in effect, and the number of Shares issuable upon exercise of the warrants outstanding, at the time of the record date for such dividend or at the effective date of such subdivision, combination or reclassification, shall be proportionately adjusted so that the holders of the warrants after such time shall be entitled to receive upon exercise of the warrant the aggregate number and kind of shares which, if such warrants had been exercised immediately prior to such time, such holders would have owned upon such exercise and immediately thereafter 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 distribute to all holders of Shares (including any such distribution made to the stockholders of the Company in connection with a consolidation or merger in which the Company is the surviving or continuing corporation) evidences of its indebtedness, cash, or assets (other than distributions and dividends payable as contemplated by Section 5(a) above), or rights, options, or warrants to subscribe for or purchase Shares or securities convertible into or exchangeable for Shares, then, in each case, the Exercise Price shall be adjusted from time to time such that in case the Company shall hereafter: (A) pay any dividends on any class of stock of the Company payable in Common Stock or securities convertible into Common Stock; (B) subdivide its then outstanding shares of Common Stock into a greater number of shares; or (C) combine outstanding shares of Common Stock, by reclassification or otherwise; then, in any such event, multiplying the Exercise Price in effect immediately prior to the record date for the determination of stockholders entitled to receive such event shall (until adjusted again pursuant hereto) be adjusted immediately after such event to distribution by a price (calculated to fraction, the nearest full cent) determined by dividing (A) the number numerator of shares of Common Stock outstanding immediately prior to such event, multiplied by the then existing Exercise Price, by (B) the total number of shares of Common Stock outstanding immediately after such event (including in each case the maximum number of shares of Common Stock issuable in respect of any securities convertible into Common Stock), and the resulting quotient which shall be the adjusted Exercise Current Market Price per share. An adjustment made (as determined pursuant to this subsection shall become effective immediately after Section 5(e) hereof) per Share on such record date, less the record date fair market value (as determined in good faith by the case board of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If, as a result of an adjustment made pursuant to this subsection, the Executive shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock directors of the Company, whose determination shall be conclusive absent manifest error) of the portion of the evidences of indebtedness or assets so to be distributed, or of such rights, options, or warrants or convertible or exchangeable securities, or the amount of such cash, applicable to one share, and the denominator of which shall be such Current Market Price per Share. Such adjustment shall become effective at the close of business on such record date. (c) Whenever there shall be an adjustment as provided in this Section 5, the Company shall within 15 days thereafter 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 issuable hereunder and the exercise price thereof after such adjustment and setting forth a brief statement of the facts requiring such adjustment and the computation thereof, which officer's certificate shall be conclusive evidence of the correctness of any such adjustment absent manifest error. (d) The Company shall not be required to issue fractions of Shares or other shares of the Company upon the exercise of this Warrant. If any fraction of a share would be issuable upon the exercise of this Warrant (or specified portions thereof), the Company may issue a whole share in lieu of such fraction or the Company may purchase such fraction for an amount in cash equal to the same fraction of the Current Market Price of such Shares on the date of exercise of this Warrant. (e) The Current Market Price per Share on any date shall be deemed to be the average of the daily closing prices for the five (5) consecutive trading days immediately preceding the date in question. The closing price for each day shall be the last reported sales price regular way or, in case no such reported sale takes place on such day, the closing bid price regular way, in either case on the principal national securities exchange on which the Common Stock is listed or admitted to trading or, if the Common Stock is not listed or admitted to trading on any national securities exchange, the highest reported bid price for the Common Stock as furnished by the National Association of Securities Dealers, Inc. through NASDAQ or a similar organization if NASDAQ is no longer reporting such information. If on any such date the Common Stock is not listed or admitted to trading on any national securities exchange and is not quoted by NASDAQ or any similar organization, the fair value of a share of Common Stock on such date, as determined in good faith by the Board of Directors (of the Company, whose determination shall be conclusiveconclusive absent manifest error, shall be used. (f) shall determine No adjustment in the allocation of the adjusted Exercise Price between or among shares shall be required if such adjustment is less than $0.05; provided, however, that any adjustments which by reason of such classes of capital stock or shares of Common Stock this Section 5 are not required to be made shall be carried forward and other capital stocktaken into account in any subsequent adjustment. All calculations under this subsection Section 5 shall be made to the nearest cent or to the nearest 1/100 thousandth of a share, as the case may be. In . (g) Upon each adjustment of the event that at any time Exercise Price as a result of an adjustment the calculations made pursuant to in this subsectionSection 5, the Executive warrants shall become entitled thereafter evidence the right to receive any shares purchase, at the adjusted Exercise Price, that number of Shares (calculated to the nearest hundredth) obtained by dividing (i) the product obtained by multiplying the number of Shares purchasable upon exercise of the Company other than shares warrants prior to adjustment of Common Stock, thereafter the number of Shares by the Exercise Price of such other shares so receivable upon exercise of any Options shall be subject in effect prior to adjustment from time to time of the Exercise Price by (ii) the Exercise Price in a manner and on terms as nearly equivalent as practicable to effect after such adjustment of the provisions with respect to Common Stock contained in this subsectionExercise Price.

Exercise Price Adjustments. The Subject to the provisions of this Section 5, the Exercise Price shall be adjusted in effect from time to time such that in shall be subject to adjustment, as follows: (a) In case the Company shall hereafter: at any time after the date hereof (Ai) pay declare a dividend or make a distribution on the outstanding Common Stock payable in shares of its capital stock, (ii) subdivide the outstanding Common Stock, (iii) combine the outstanding Common Stock into a smaller number of shares, or (iv) issue any dividends on shares of its capital stock by reclassification of the Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, but including any class of stock such reclassification in connection with the consolidation or merger of the Company payable with or into another corporation (other than a merger in Common Stock which the Company is the continuing corporation and which does not result in any reclassification or securities convertible into Common Stock; (B) subdivide its change of the then outstanding shares of Common Stock into a greater number or other capital stock issuable upon exercise of shares; or (C) combine outstanding shares of Common Stockthe warrants), by reclassification or otherwise; then, in any such eventeach case, the Exercise Price in effect effect, and the number of shares of Common Stock issuable upon exercise of the warrants outstanding, at the time of the record date for such dividend or at the effective date of such subdivision, combination or reclassification, shall be proportionately adjusted so that the holder of the Warrants after such time shall be entitled to receive the aggregate number and kind of shares which, if such Warrants had been exercised immediately prior to such time, such holders would have owned upon such exercise and immediately thereafter 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. (until adjusted again pursuant heretob) Whenever there shall be adjusted immediately an adjustment as provided in this Section 5, the Company shall within 15 days thereafter cause written notice thereof to be sent by registered mail, postage prepaid, to the Holder, at his address set forth above or any different address as may appear from time to time in the Warrant Register, which notice shall be accompanied by an officer's certificate setting forth the number of Warrant Shares issuable hereunder and the exercise price thereof after such event 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. (c) The Company shall not be required to issue fractions of shares of Common Stock or fractions of shares of other capital stock of the Company upon the exercise of this Warrant. If any fraction of a share would be issuable upon the exercise of this Warrant (or specified portions thereof), the Company may issue a whole share in lieu of such fraction or the Company may purchase such fraction for an amount in cash equal to the same fraction of the Current Market Price of such share of Common Stock on the date of exercise of this Warrant. (d) The Current Market Price per share of Common Stock on any date shall be deemed to be the average of the daily closing prices for the thirty (30) consecutive trading days immediately preceding the date in question. The closing price for each day shall be the last reported sales price regular way or, in case no such reported sale takes place on such day, the closing bid price regular way, in either case on the principal national securities exchange on which the Common Stock is listed or admitted to trading or, if the Common Stock is not listed or admitted to trading on any national securities exchange, the highest reported bid price for the Common Stock as furnished by the National Association of Securities Dealers, Inc. through NASDAQ or a similar organization if NASDAQ is no longer reporting such information. If on any such date the Common Stock is not listed or admitted to trading on any national securities exchange and is not quoted by NASDAQ or any similar organization, the fair value of a share of Common Stock on such date, as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive absent manifest error, shall be used. (e) No adjustment in the Exercise Price shall be required if such adjustment is less than $0.05; provided, however, that any adjustments which by reason of this Section 5 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 5 shall be made to the nearest cent. (f) Upon each adjustment of the Exercise Price as a result of the calculations made in this Section 5, the Warrants shall thereafter evidence the right to purchase, at the adjusted Exercise Price, that number of shares of Common Stock (calculated to the nearest full centhundredth) determined obtained by dividing (Ai) the product obtained by multiplying (X) the number of shares of Common Stock outstanding immediately purchasable upon exercise of the Warrants prior to such event, multiplied by the then existing Exercise Price, by (B) adjustment of the total number of shares of Common Stock outstanding immediately after such event by (including in each case the maximum number of shares of Common Stock issuable in respect of any securities convertible into Common Stock), and the resulting quotient shall be the adjusted Exercise Price per share. An adjustment made pursuant to this subsection shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If, as a result of an adjustment made pursuant to this subsection, the Executive shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Company, the Board of Directors (whose determination shall be conclusiveY) shall determine the allocation of the adjusted Exercise Price between or among shares of such classes of capital stock or shares of Common Stock and other capital stock. All calculations under this subsection shall be made to the nearest cent or to the nearest 1/100 of a share, as the case may be. In the event that at any time as a result of an adjustment made pursuant to this subsection, the Executive shall become entitled to receive any shares of the Company other than shares of Common Stock, thereafter the Exercise Price of such other shares so receivable upon exercise of any Options shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable effect prior to the provisions with respect to Common Stock contained adjustment of the Exercise Price by (ii) the Exercise Price in this subsectioneffect after such adjustment of the Exercise Price.

Exercise Price Adjustments. The Exercise Price shall be adjusted subject to adjustment from time to time such as follows: (i) In the event that in case the Company shall hereafter: (A) pay any dividends a dividend or make a distribution to all its stockholders, in shares of Common Stock, on any class of capital stock of the Company payable in Common Stock or securities convertible into Common Stock; any subsidiary which is not directly or indirectly wholly owned by the Company, (B) split or subdivide its then outstanding shares of Common Stock into a greater number of shares; or , or (C) combine its outstanding shares Common Stock into a smaller number of Common Stockshares, by reclassification or otherwise; then, then in any each such event, case the Exercise Price in effect immediately prior to such event thereto shall (until adjusted again pursuant hereto) be adjusted immediately after such event so that the Holder of a Warrant thereafter surrendered for Exercise shall be entitled to a price (calculated to the nearest full cent) determined by dividing (A) receive the number of shares of Common Stock outstanding that such Holder would have owned or have been entitled to receive after the occurrence of any of the events described above had such Warrant been exercised immediately prior to the occurrence of such event, multiplied by the then existing Exercise Price, by (B) the total number of shares of Common Stock outstanding immediately after such event (including in each case the maximum number of shares of Common Stock issuable in respect of any securities convertible into Common Stock), and the resulting quotient shall be the adjusted Exercise Price per share. An adjustment made pursuant to this subsection Section 6(a)(i) shall become effective immediately after the close of business on the record date in the case of a dividend or distribution (except as provided in Section 6(e) below) and shall become effective immediately after the close of business on the effective date in the case of a such subdivision, combination split or reclassification. If, as a result of an adjustment made pursuant to this subsection, the Executive shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Company, the Board of Directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Exercise Price between or among shares of such classes of capital stock or shares of Common Stock and other capital stock. All calculations under this subsection shall be made to the nearest cent or to the nearest 1/100 of a sharecombination, as the case may be. Any shares of Common Stock issuable in payment of a dividend shall be deemed to have been issued immediately prior to the close of business on the record date for such dividend for purposes of calculating the number of outstanding shares of Common Stock under clause (ii) below. (ii) In the event that at any time the Company shall commit to issue or distribute New Securities (as a result defined in the Securities Purchase Agreement, of an adjustment made pursuant to this subsectioneven date herewith, among the Company, the Executive Holder and certain other Purchasers named therein), in any such case at a price per share less than the Current Market Price per share on the earliest of (A) the date the Company shall become enter into a firm contract for such issuance or distribution, (B) the record date for the determination of stockholders entitled to receive any shares such New Securities, if applicable, or (C) the date of actual issuance or distribution of any such New Securities (provided that the Company other than shares issuance of Common StockStock upon the exercise of New Securities that are rights, thereafter warrants, options or convertible or exchangeable securities (“New Derivative Securities”) will not cause an adjustment in the Exercise Price of if no such other shares so receivable upon exercise of any Options adjustment would have been required at the time such New Derivative Security was issued), then the Exercise Price in effect immediately prior to such earliest date shall be subject adjusted so that the Exercise Price shall equal the price determined by multiplying the Exercise Price in effect immediately prior to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to such earliest date by the provisions with respect to Common Stock contained in this subsection.fraction:

Exercise Price Adjustments. The Exercise Price shall be adjusted from time provisions of this Warrant are subject to time such that adjustment as provided in this Section 5. (a) In case the Company shall hereafter: : (A) pay any dividends on any class of stock of the Company payable in Common Stock or securities convertible into Common Stock; (Bi) subdivide its then then-outstanding shares of Common Stock common stock into a greater number of shares; or or (Cii) combine outstanding shares of Common Stockcommon stock, by reclassification or otherwise; then, in any such event, the Exercise Price in effect immediately prior to such event shall (until adjusted again pursuant hereto) be adjusted immediately after such event to a price (calculated to the nearest full cent) determined by dividing (A) the number of shares of Common Stock common stock outstanding immediately prior to such event, multiplied by the then then-existing Exercise Price, by (B) the total number of shares of Common Stock common stock outstanding immediately after such event (including in each case the maximum number of shares of Common Stock common stock issuable in respect of any securities convertible into Common StockConvertible Securities), and the resulting quotient shall be the adjusted Exercise Price per sharePrice. An adjustment made pursuant to this subsection paragraph shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If, as a result of an adjustment made pursuant to this subsectionparagraph, the Executive Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares share of Common Stock common stock and other capital stock of the Company, the Board Company’s board of Directors directors (whose determination shall be conclusive) shall reasonably and in good faith determine the allocation of the adjusted Exercise Price between or among shares of such classes of capital stock or shares of Common Stock common stock and other other-capital stock. All calculations under this subsection paragraph shall be made to the nearest cent or to the nearest 1/100 of a share, as the case may be. In the event that at any time as a result of an adjustment made pursuant to this subsectionparagraph, the Executive holder of any Warrant thereafter surrendered for exercise shall become entitled to receive any shares of the Company other than shares of Common Stockcommon stock, thereafter the Exercise Price of such other shares so receivable upon exercise of any Options Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to Common Stock common stock contained in this subsectionSection. (b) In case of any consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the surviving corporation, or in case of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, or in the case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Company), there shall be no adjustment under paragraph (a) above, but the Holder of this Warrant then outstanding shall have the right thereafter to convert this Warrant into the kind and amount of shares of stock and other securities, and any other property, which he, she or it would have owned or have been entitled to receive immediately after such consolidation, merger, statutory exchange sale or conveyance had such Warrant been converted immediately prior to the effective date of such consolidation, merger, statutory exchange, sale or conveyance. The provisions of this paragraph shall similarly apply to successive consolidations, mergers, statutory exchanges, sales or conveyances.

Exercise Price Adjustments. The Exercise Price shall be adjusted subject to adjustment from time to time such as follows: (i) In the event that in case the Company shall hereafter: (A) pay any dividends a dividend or make a distribution to all its stockholders, in shares of Common Stock, on any class of capital stock of the Company payable in Common Stock or securities convertible into Common Stock; any subsidiary which is not directly or indirectly wholly owned by the Company, (B) split or subdivide its then outstanding shares of Common Stock into a greater number of shares; or , or (C) combine its outstanding shares Common Stock into a smaller number of Common Stockshares, by reclassification or otherwise; then, then in any each such event, case the Exercise Price in effect immediately prior to such event thereto shall (until adjusted again pursuant hereto) be adjusted immediately after such event so that the Holder of a Warrant thereafter surrendered for Exercise shall be entitled to a price (calculated to the nearest full cent) determined by dividing (A) receive the number of shares of Common Stock outstanding that such Holder would have owned or have been entitled to receive after the occurrence of any of the events described above had such Warrant been exercised immediately prior to the occurrence of such event, multiplied by the then existing Exercise Price, by (B) the total number of shares of Common Stock outstanding immediately after such event (including in each case the maximum number of shares of Common Stock issuable in respect of any securities convertible into Common Stock), and the resulting quotient shall be the adjusted Exercise Price per share. An adjustment made pursuant to this subsection Section 6(a)(i) shall become effective immediately after the close of business on the record date in the case of a dividend or distribution (except as provided in Section 6(e) below) and shall become effective immediately after the close of business on the effective date in the case of a such subdivision, combination split or reclassification. If, as a result of an adjustment made pursuant to this subsection, the Executive shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Company, the Board of Directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Exercise Price between or among shares of such classes of capital stock or shares of Common Stock and other capital stock. All calculations under this subsection shall be made to the nearest cent or to the nearest 1/100 of a sharecombination, as the case may be. Any shares of Common Stock issuable in payment of a dividend shall be deemed to have been issued immediately prior to the close of business on the record date for such dividend for purposes of calculating the number of outstanding shares of Common Stock under clauses (ii) and (iii) below. (ii) In the event that the Company shall commit to hereafter issue or distribute Common Stock or Common Stock Equivalents (other than in an Exempt Issuance) (“New Securities”), in any such case at any time as a result price per share less than the Current Market Price per share on the earliest of an adjustment made pursuant to this subsection(A) the date the Company shall enter into a firm contract for such issuance or distribution, (B) the Executive shall become record date for the determination of stockholders entitled to receive any shares such New Securities, if applicable, or (C) the date of actual issuance or distribution of any such New Securities (provided that the Company other than shares issuance of Common StockStock upon the exercise of New Securities that are rights, thereafter warrants, options or convertible or exchangeable securities (“New Derivative Securities”) will not cause an adjustment in the Exercise Price of if no such other shares so receivable upon exercise of any Options adjustment would have been required at the time such New Derivative Security was issued), then the Exercise Price in effect immediately prior to such earliest date shall be subject adjusted so that the Exercise Price shall equal the price determined by multiplying the Exercise Price in effect immediately prior to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to such earliest date by the provisions with respect to Common Stock contained in this subsection.fraction:

Exercise Price Adjustments. The Exercise Price shall be adjusted subject to adjustment from time to time such as follows: (i) In the event that in case the Company shall hereafter: (A) pay any dividends a dividend or make a distribution, in shares of Common Stock, on any class of capital stock of the Company payable in or any subsidiary which is not directly or indirectly wholly owned by the Company, (B) split or subdivide its outstanding Common Stock or securities convertible into Common Stock; (B) subdivide its then outstanding shares of Common Stock reverse split into a greater number of shares; or , or (C) combine its outstanding shares Common Stock into a smaller number of Common Stockshares, by reclassification or otherwise; then, then in any each such event, case the Exercise Price in effect immediately prior to such event thereto shall (until adjusted again pursuant hereto) be adjusted immediately after such event so that the Holder of a Warrant thereafter surrendered for exercise shall be entitled to a price (calculated to the nearest full cent) determined by dividing (A) receive the number of shares of Common Stock outstanding that such Holder would have owned or have been entitled to receive after the occurrence of any of the events described above had such Warrant been exercised immediately prior to the occurrence of such event, multiplied by the then existing Exercise Price, by (B) the total number of shares of Common Stock outstanding immediately after such event (including in each case the maximum number of shares of Common Stock issuable in respect of any securities convertible into Common Stock), and the resulting quotient shall be the adjusted Exercise Price per share. An adjustment made pursuant to this subsection Section 6(a)(i) shall become effective immediately after the close of business on the record date in the case of a dividend or distribution (except as provided in Section 6(e) below) and shall become effective immediately after the close of business on the effective date in the case of a such subdivision, combination split or reclassification. Ifcombination, as a result of an adjustment made pursuant to this subsection, the Executive shall become entitled to receive shares of two or more classes of capital stock or case may be. Any shares of Common Stock issuable in payment of a dividend shall be deemed to have been issued immediately prior to the close of business on the record date for such dividend for purposes of calculating the number of outstanding shares of Common Stock under clauses (ii) and other capital stock (iii) below. (ii) If, prior to the third anniversary of the CompanyClosing Date, the Company shall commit to issue or distribute Common Stock or issue rights, warrants, options or convertible or exchangeable securities entitling the holder thereof to subscribe for or purchase, convert into or exchange for Common Stock, in any such case at a price per share less than the Exercise Price per share on the earliest of (i) the date the Company shall enter into a firm contract for such issuance or distribution, (ii) the record date for the determination of stockholders entitled to receive any such rights, warrants, options or convertible or exchangeable securities, if applicable, or (iii) the date of actual issuance or distribution of any such Common Stock or rights, warrants, options or convertible or exchangeable securities (provided that the issuance of Common Stock upon the exercise of rights, warrants, options or convertible or exchangeable securities will not cause an adjustment in the Exercise Price if no such adjustment would have been required at the time such right, warrant, option or convertible or exchangeable security was issued), then the Exercise Price in effect immediately prior to such earliest date shall be adjusted to a price equal to the price paid per share for such new securities. Such adjustment shall be made successively whenever any such Common Stock, rights, warrants, options or convertible or exchangeable securities are issued or distributed. In determining whether any rights, warrants or options entitle the holders to subscribe for or purchase shares of Common Stock at less than such Exercise Price, and in determining the aggregate offering price of shares of Common Stock so issued or distributed, there shall be taken into account any consideration received by the Company for such Common Stock, rights, warrants, options, or convertible or exchangeable securities, the value of such consideration, if other than cash, to be determined by the Board of Directors (Directors, whose determination shall be conclusiveconclusive and described in a certificate filed with the records of corporate proceedings of the Company. If any right, warrant, option or convertible or exchangeable security to purchase or acquire Common Stock, the issuance of which resulted in an adjustment in the Exercise Price pursuant to this subsection (ii) shall determine expire and shall not have been exercised, the allocation Exercise Price shall, immediately upon such expiration, be recomputed to the Exercise Price which would have been in effect had the adjustment of the adjusted Exercise Price between or among shares made upon the issuance of such classes right, warrant, option or convertible or exchangeable security been made on the basis of capital stock offering for subscription, purchase or issuance, as the case may be, only that number of shares of Common Stock actually purchased or issued upon the actual exercise of such right, warrant, option or convertible or exchangeable securities. (iii) No adjustment in the Exercise Price shall be required unless the adjustment would require an increase or decrease of at least 1% in the Exercise Price then in effect; provided, however, that any adjustments that by reason of this Section 6(a) are not required to be made shall be carried forward and other capital stocktaken into account in any subsequent adjustment. All calculations under this subsection Section 6(a) shall be made to the nearest cent or to the nearest 1/100 1/100th of a share. (iv) Notwithstanding anything to the contrary set forth in this Section 6(a), no adjustment shall be made to the Exercise Price upon (A) the issuance of shares of Common Stock pursuant to any compensation or incentive plan for officers, directors, employees or consultants of the Company which plan has been approved by the Compensation Committee of the Board of Directors (or if there is no such committee then serving, by the majority vote of the Directors then serving who are not employees or officers of the Company, a 5% or greater stockholder of the Company or an officer, employee, affiliate or associate of any such 5% or greater stockholder) (unless the exercise price thereof is changed after the date hereof other than solely by operation of the anti-dilution provisions thereof or by the Compensation Committee of the Board of Directors or, if applicable, the Board of Directors and, if required by law, the stockholders of the Company as provided in this clause (A)), or (B) the case may be. issuance of Common Stock upon the conversion or exercise of the options, warrants or rights of the Company outstanding on August 8, 2005, unless the conversion or exercise price thereof is changed after August 8, 2005 (other than solely by operation of the anti-dilution provisions thereof). (v) In the event that that, at any time as a result of an adjustment made pursuant to this subsectionSections 6(a)(i) through 6(a)(iii) above, the Executive Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive any shares of the Company other than shares of the Common Stock, thereafter the Exercise Price number of such other shares so receivable upon exercise of any Options such Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock contained in Sections 6(a)(i) through 6(a)(iv) above, and the other provisions of this subsectionSection 6(a) with respect to the Common Stock shall apply on like terms to any such other shares. (b) In case of any reclassification of the Common Stock (other than in a transaction to which Section 6(a)(i) applies), any consolidation of the Company with, or merger of the Company into, any other entity, any merger of another entity into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company), any sale or transfer of all or substantially all of the assets of the Company or any compulsory share exchange, pursuant to which share exchange the Common Stock is converted into other securities, cash or other property, then lawful provision shall be made as part of the terms of such transaction whereby the Holder of a Warrant then outstanding shall have the right thereafter, during the period such Warrant shall be exercisable, to exercise such Warrant only for the kind and amount of securities, cash and other property receivable upon the reclassification, consolidation, merger, sale, transfer or share exchange by a holder of the number of shares of Common Stock of the Company into which a Warrant might have been able to exercise for immediately prior to the reclassification, consolidation, merger, sale, transfer or share exchange assuming that such holder of Common Stock failed to exercise rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon consummation of such transaction subject to adjustment as provided in Section 6(a) above following the date of consummation of such transaction. The provisions of this Section 6(b) shall similarly apply to successive reclassifications, consolidations, mergers, sales, transfers or share exchanges. (c) If: (i) the Company shall take any action which would require an adjustment in the Exercise Price pursuant to Section 6(a); or (ii) the Company shall authorize the granting to the holders of its Common Stock generally of rights, warrants or options to subscribe for or purchase any shares of any class or any other rights, warrants or options; or (iii) there shall be any reclassification or change of the Common Stock (other than a subdivision or combination of its outstanding Common Stock or a change in par value) or any consolidation, merger or statutory share exchange to which the Company is a party and for which approval of any stockholders of the Company is required, or the sale or transfer of all or substantially all of the assets of the Company; or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; then, the Company shall cause to be filed with the transfer agent for the Warrants and shall cause to be mailed to each Holder at such Holder's address as shown on the books of the transfer agent for the Warrants, as promptly as possible, but at least 30 days prior to the applicable date hereinafter specified, a notice stating (A) the date on which a record is to be taken for the purpose of such dividend, distribution or granting of rights, warrants or options, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution or rights, warrants or options are to be determined, or (B) the date on which such reclassification, change, consolidation, merger, statutory share exchange, sale, transfer, dissolution, liquidation or winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reclassification, change, consolidation, merger, statutory share exchange, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice or any defect therein shall not affect the legality or validity of the proceedings described in this Section 6(c). (d) Whenever the Exercise Price is adjusted as herein provided, the Company shall promptly cause a notice of the adjusted Exercise Price to be mailed to each Holder. (e) In any case in which Section 6(a) provides that an adjustment shall become effective immediately after a record date for an event and the date fixed for such adjustment pursuant to Section 6(a) occurs after such record date but before the occurrence of such event, the Company may defer until the actual occurrence of such event (i) issuing to the Holder of any Warrants exercised after such record date and before the occurrence of such event the additional shares of Common Stock issuable upon such conversion by reason of the adjustment required by such event over and above the Common Stock issuable upon such exercise before giving effect to such adjustment, and (ii) paying to such holder any amount in cash in lieu of any fraction pursuant to Section 6(h). (f) For the purpose of any computation under Section 2 or this Section 6, the "Current Market Price" per share of Common Stock on any date shall be deemed to be the closing price of a single share of Common Stock on the trading day immediately preceding the date in question as reported on the American Stock Exchange. If on any such dates the Common Stock is not listed or admitted to trading on the American Stock Exchange or any other national securities exchange and is not quoted by NASDAQ or any similar organization, the fair value of a share of Common Stock on such date, as determined in good faith by the board of directors of the Company, whose determination shall be conclusive absent manifest error, shall be used. (g) The Company shall not be required to issue fractions of shares of Common Stock or other capital stock of the Company upon the exercise of this Warrant. If any fraction of a share would be issuable on the exercise of this Warrant (or specified portions thereof), the Company shall purchase such fraction for an amount in cash equal to the same fraction of the Current Market Price of such share of Common Stock on the date of exercise of this Warrant.

Exercise Price Adjustments. The Exercise Price in effect at any time -------------------------- and the number and kind of securities purchasable upon the exercise of this Warrant shall be adjusted subject to adjustment from time to time such that in upon the happening of certain events as follows: (a) In case the Company shall hereafter: (Ai) pay any dividends declare a dividend or make a distribution on any class its outstanding shares of stock of the Company payable in Common Stock or securities convertible into in shares of Common Stock; , (Bii) subdivide or reclassify its then outstanding shares of Common Stock into a greater number of shares; or , or (Ciii) combine or reclassify its outstanding shares of Common Stock, by reclassification or otherwise; then, in any such eventStock into a smaller number of shares, the Exercise Price in effect immediately prior at the time of the record date for such dividend or distribution or of the effective date of such subdivision, combination or reclassification shall be adjusted so that it shall equal the price determined by multiplying the Exercise Price by a fraction, the denominator of which shall be the number of shares of Common Stock outstanding after giving effect to such event action, and the numerator of which shall (until adjusted again pursuant hereto) be adjusted immediately after such event to a price (calculated to the nearest full cent) determined by dividing (A) the number of shares of Common Stock outstanding immediately prior to such eventaction. Such adjustment shall be made successively whenever any event listed above shall occur. (b) In case the Company shall fix a record date for the issuance of rights or warrants to all holders of its Common Stock entitling them to subscribe for or purchase shares of Common Stock (or securities convertible into Common Stock) at a price (the "Subscription Price") (or having a conversion price per share) less than the lesser of the current market price of the Common Stock (as defined in Subsection (h) below) on the record date mentioned below, multiplied or the Exercise Price on such record date (the lesser of such two being the "Adjustment Trigger Price") the Exercise Price shall be adjusted so that the same shall equal the price determined by multiplying the Exercise Price in effect immediately prior to the date of such issuance by a fraction, the numerator of which shall be the sum of the number of shares of Common Stock outstanding on the record date mentioned below and the number of additional shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered (or the aggregate conversion price of the convertible securities so offered) would purchase at the Adjustment Trigger Price and the denominator of which shall be the sum of the number of shares of Common Stock outstanding on such record date and the number of additional shares of Common Stock offered for subscription or purchase (or into which the convertible securities so offered are convertible). Such adjustment shall be made successively whenever such rights or warrants are issued and shall become effective immediately after the record date for the determination of shareholders entitled to receive such rights or warrants; and to the extent that shares of Common Stock are not delivered or securities convertible into Common Stock are not delivered) after the expiration of such rights or warrants the Exercise Price shall be readjusted to the Exercise Price which would then existing be in effect had the adjustments made upon the issuance of such rights or warrants been made upon the basis of delivery of only the number of shares of Common Stock (or securities convertible into Common Stock) actually delivered. (c) In case the Company shall hereafter distribute to the holders of its Common Stock evidences of its indebtedness or assets or subscription rights or warrants (excluding those referred to in Subsection (b) above), then in each such case the Exercise PricePrice in effect thereafter shall be determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, by (B) the numerator of which shall be the total number of shares of Common Stock outstanding multiplied by the current market price per share of Common Stock (as defined in Subsection (h) below), less the fair market value (as determined by the Company's Board of Directors) of said assets or evidences of indebtedness so distributed or of such rights or warrants, and the denominator of which shall be the total number of shares of Common Stock outstanding multiplied by such current market price per share of Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date for the determination of shareholders entitled to receive such event distribution. Such adjustment shall be made successively whenever such a record date is fixed. (including d) In case the Company shall issue shares of its Common Stock [excluding shares issued (i) in each any of the transactions described in Subsection (a) or (b) above, (ii) any Permitted Issuance (as defined in Subsection (m) below), (iii) to shareholders of any corporation which merges into the Company in proportion to their stock holdings of such corporation immediately prior to such merger, upon such merger, or issued in a bona fide public offering pursuant to a firm commitment underwriting, but only if no adjustment is required pursuant to any other specific subsection of this Article (7) (without regard to Subsection (i) below) with respect to the transaction giving rise to such rights] for a consideration per share (the "Offering Price") less than the Adjustment Trigger Price, the Exercise Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, the numerator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to the issuance of such additional shares and the number of shares of Common Stock which the aggregate consideration received or to be received [determined as provided in Subsection (g) below] for the issuance of such additional shares would purchase at the Adjustment Trigger Price and the denominator of which shall be the number of shares of Common Stock outstanding immediately after the issuance of such additional shares. Such adjustment shall be made successively whenever such an issuance is made. (e) In case the Company shall issue any securities convertible into or exchangeable for its Common Stock [excluding securities issued in transactions described in Subsections (b) and (c) above] for a consideration per share of Common Stock (the "Conversion Price") initially deliverable upon conversion or exchange of such securities [determined as provided in Subsection (g) below] less than the Adjustment Trigger Price, the Exercise Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, the numerator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to the issuance of such securities and the number of shares of Common Stock which the aggregate consideration received or to be received [determined as provided in Subsection (g) below] for such securities would purchase at the Adjustment Trigger Price and the denominator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to such issuance and the maximum number of shares of Common Stock of the Company deliverable upon conversion of or in exchange for such securities at the initial conversion or exchange price or rate. Such adjustment shall be made successively whenever such an issuance is made. (f) Whenever the Exercise Price payable upon exercise of each Warrant is adjusted pursuant to Subsections (a), (b), (c), (d) and (e) above, the number of Shares purchasable upon exercise of this Warrant shall simultaneously be adjusted by multiplying the number of Shares initially issuable upon exercise of this Warrant by the Exercise Price in respect effect on the date of such adjustment and dividing the product so obtained by the Exercise Price, as adjusted, such quotient to be rounded up to the next whole number. (g) For purposes of any securities convertible into Common Stockcomputation respecting consideration received pursuant to Subsections (b), and (c), (d) and (e) above the resulting quotient following shall be the adjusted Exercise Price per share. An adjustment made pursuant to this subsection shall become effective immediately after the record date apply: (i) in the case of a dividend the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or distribution and shall become effective immediately after other expenses incurred by the effective date Company for any underwriting of the issue or otherwise in connection therewith. (ii) in the case of a subdivision, combination or reclassification. If, as a result the issuance of an adjustment made pursuant to this subsection, the Executive shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and for a consideration in whole or in part other capital stock of than cash, the Company, consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Company (irrespective of the accounting treatment thereof), whose determination shall be conclusive; and (iii) shall determine in the allocation case of the adjusted Exercise Price between issuance of options, warrants or among other securities exercisable for, convertible into or exchangeable for shares of Common Stock, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such classes securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof [the consideration in each case to be determined in the same manner as provided in clauses (i) and (ii) of capital stock this Subsection (g)]. If such securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to the Company, or a decrease in the number of shares of Common Stock issuable, upon the exercise, conversion or exchange thereof, any adjustments made pursuant to this Article 7, and any subsequent adjustments based thereon, shall upon such increase or decrease becoming effective, be recomputed to reflect such increase or decrease with respect to such options, warrants, rights and securities not already exercised, converted or exchanged prior to such increase or decrease becoming effective, but no further adjustment shall be made for the actual issuance of Common Stock upon the exercise of any such options, warrants or rights or the conversion or exchange of such securities in accordance with their terms. Furthermore, upon the expiration of any such options, warrants or rights, the termination of any such rights to convert or exchange, the Exercise Price and number or kind of shares purchasable upon exercise of Warrants shall forthwith be readjusted to such Exercise Price or number or nature of securities as would have been obtained had the adjustment which was made upon the issuance of such options, warrants, rights or securities been made upon the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options, warrants or rights or upon the conversion or exchange of such securities. (h) For the purpose of any computation under Subsections (b), (c), (d) and (e) above, the current market price per share of Common Stock at any date shall be deemed to be the average of the daily closing prices for 30 consecutive business days before such date. The closing price for each day shall be the last reported sale price regular way or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices regular way, in either case on the principal national securities exchange on which the Common Stock is admitted to trading or listed, or if not listed or admitted to trading on any such exchange, the average of the highest reported bid and lowest reported asked prices as reported by NASDAQ, or other capital stocksimilar organization if NASDAQ is no longer reporting such information, or if not so available, the fair market price as determined by the Board of Directors, whose determination shall be conclusive. (i) No adjustment in the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least ten cents ($0.10) in such price; provided, however, that any adjustments which by reason of this Subsection (i) are not required to be made shall be carried forward and taken into account in any subsequent adjustment required to be made hereunder. All calculations under this subsection Section 7 shall be made to the nearest cent or to the nearest 1/100 one-hundredth of a share, as the case may be. Anything in this Section 7 to the contrary notwithstanding, the Company shall be entitled, but shall not be required, to make such changes in the Exercise Price, in addition to those required by this Section 7, as it shall determine, in its sole discretion, to be advisable in order that any dividend or distribution in shares of Common Stock, or any subdivision, reclassification or combination of Common Stock, hereafter made by the Company shall not result in any Federal Income tax liability to the holders of Common Stock or securities convertible into Common Stock (including Warrants). (j) Whenever the Exercise Price is adjusted, as herein provided, the Company shall promptly, but no later than 10 days after any event giving rise to an adjustment, cause a notice setting forth the adjusted Exercise Price, adjusted number of Shares issuable upon exercise of each Warrant and information describing the transactions giving rise to such adjustments, to be mailed to the Holders at their last addresses appearing in the Warrant register, and shall cause a certified copy thereof to be mailed to its transfer agent, if any. The Company may retain a firm of independent certified public accountants selected by the Board of Directors (who may be the regular accountants employed by the Company) to make any computation required by this Section 7, and a certificate signed by such firm certifying to the correctness of such computation shall be conclusive evidence of the correctness of such adjustment. No adjustment of the Exercise Price or the number or kind of shares purchasable upon exercise of the Warrants shall made upon the issuance of any shares of Common Stock which are issued pursuant to the exercise, conversion or exchange of any option, warrant or convertible or exchangeable security if any adjustment shall previously have been made upon the issuance of such securities as above provided. (k) In the event that at any time time, as a result of an adjustment made pursuant to this subsectionSubsection (a) above, the Executive Holder of this Warrant thereafter shall become entitled to receive any shares of the Company Company, other than shares of Common Stock, thereafter the Exercise Price number of such other shares so receivable upon exercise of any Options this Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock contained in Subsections (a) to (i), inclusive above. (l) Notwithstanding any adjustments in the Exercise Price or the number or kind of shares purchasable upon exercise of this subsectionWarrant, Warrants theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in the similar Warrants initially issued pursuant to this Agreement.

Exercise Price Adjustments. a. The price at which Common Stock shall be purchasable upon exercise of Warrants at any time after the Common Stock and Warrants become separately tradeable until the Warrant Expiration Date shall be twelve dollars ($12.00) per share of Common Stock or, if adjusted as provided in this Section, shall be such price as so adjusted (the "Exercise Price"). The Company may in its discretion at any time and from time to time decrease the Exercise Price below the price then in effect, notwithstanding any provision to the contrary herein. Any such decrease shall be determined by the Board of Directors of the Company and shall be described in a statement filed with the Warrant Agent. b. The Exercise Price shall be adjusted subject to adjustment from time to time such that in as follows: (1) In case the Company shall hereafter: at any time after the date of this Agreement (Aa) pay any dividends declare a dividend on any class of the Common Stock payable in the capital stock of the Company payable in (whether Common Stock or securities convertible into capital stock of any other class), (b) subdivide the outstanding Common Stock; , (Bc) subdivide its then combine the outstanding shares of Common Stock into a greater smaller number, or (d) other than in a transaction to which Section 7(b)(7) hereof applied, issue any shares of its capital stock in a reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), the Exercise Price in effect at the time of the record date for that dividend or of the effective date of that subdivision, combination or reclassification and/or the number and kind of shares; orshares of capital stock issuable on that date shall be proportionately adjusted so that the holder of any Warrant exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if the Warrant had been exercised immediately prior to that date, he or she would have owned upon exercise and been entitled to receive by virtue of that dividend, subdivision, combination or reclassification. The foregoing adjustment shall be made successively whenever any event listed above shall occur. (C2) combine outstanding shares In case the Company shall fix a record date for the making of a distribution to all holders of Common Stock, by reclassification or otherwise; then, in Stock (including any such eventdistribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of evidences of indebtedness or assets (other than cash dividends or cash distributions payable out of consolidated earnings or earned surplus or dividends payable in ordinary shares) or subscription rights or warrants, the Exercise Price to be in effect after that record date shall be determined by multiplying the Exercise Price in effect immediately prior to such event that record date by a fraction, of which the numerator shall (until adjusted again pursuant hereto) be adjusted immediately after such event to a the current market price (calculated to the nearest full cent) determined by dividing (A) the number of shares per share of Common Stock outstanding immediately prior to such eventon that record date, multiplied less the fair market value (as determined by the then existing Exercise Price, by (B) the total number Board of shares of Common Stock outstanding immediately after such event (including in each case the maximum number of shares of Common Stock issuable in respect of any securities convertible into Common Stock), and the resulting quotient shall be the adjusted Exercise Price per share. An adjustment made pursuant to this subsection shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If, as a result of an adjustment made pursuant to this subsection, the Executive shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock Directors of the Company, the Board of Directors (whose determination shall be conclusive, and described in a statement filed with the Warrant Agent) shall determine the allocation of the adjusted Exercise Price between portion of the assets or among shares evidences of such classes indebtedness so to be distributed or of capital stock the subscription rights or shares warrants applicable to one share of Common Stock and other capital stockof which the denominator shall be the current market price per share of Common Stock. The adjustment shall be made successively whenever a record date is fixed; and in the event that the distribution is not so made, the Exercise Price shall again be adjusted to be the Exercise Price which would then be in effect if the record date had not been fixed, but the subsequent adjustment shall not affect the number of Warrant Shares issued upon the exercise of any Warrants prior to the date the subsequent adjustment is made. (3) For the purpose of any computation under Section 7(b) the current market price per share of Common Stock on any date shall be the last reported sale price, or if none is reported, the average of the reported closing bid and asked prices, in the over-the-counter market, in each such case averaged over a period of ten consecutive trading days prior to the day as of which the market price is being determined. If there is no such closing price or closing bid and asked prices, the market price shall be determined in any reasonable manner approved by the Board of Directors of the Company. (4) No adjustment in the Exercise Price shall be required unless the adjustment would require an increase or decrease of at least $.25; provided, however, that any adjustments which by reason of this Section 7(b) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this subsection Section 7(b) shall be made to the nearest cent or to the nearest 1/100 one-hundredth of a share, as the case may be. , but in no event shall the Company be obligated to issue fractional shares upon the exercise of any Warrant. (5) In any case in which this Section 7 shall require that any adjustment in the Exercise Price be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of the event the issuing to the holder of any Warrant exercised after that at any time record date the Warrant Shares and other capital stock of the Company, if any, issuable upon the exercise over and above the Warrant Shares and other capital stock of the Company, if any, issuable upon the exercise on the basis of the Exercise Price in effect prior to such adjustment; provided, however, that the Company shall deliver to the holder an appropriate instrument evidencing the holder's right to receive such additional shares upon the occurrence of the event requiring such adjustment. (6) Upon each adjustment of the Exercise Price as a result of the calculation made in Section 7(b)(1) or (2), each Warrant Certificate outstanding immediately prior to the making of that adjustment shall thereafter evidence the right to purchase, at the adjusted Exercise Price, that number of Warrant Shares (calculated to the nearest hundredth) obtained by (A) multiplying the number of Warrant Shares purchasable upon exercise of a Warrant immediately prior to that adjustment of the number of Warrant Shares by the Exercise Price in effect immediately prior to that adjustment of the Exercise Price, and (B) dividing the product so obtained by the Exercise Price in effect immediately after that adjustment of the Exercise Price. (7) In case of any capital reorganization of the Company, or of any reclassification of the Common Stock (other than a change in par value or as a result of subdivision or combination), or in the case of the consolidation of the Company with or the merger of the Company into any other corporation (other than a consolidation or merger in which the Company is the continuing corporation) or of the sale of the properties and assets of the Company as, or substantially as, an entirety to any other corporation, each Warrant shall after such reorganization, reclassification, consolidation, merger or sale be exercisable, upon the terms and conditions specified in this Agreement, for the number of shares of stock or other securities or property to which a holder of the number of Warrant Shares purchasable (at the time of such reorganization, reclassification, consolidation, merger or sale) upon exercise of the Warrant would have been entitled upon that reorganization, reclassification, consolidation, merger or sale; and in any such case, if necessary, the provisions set forth in this Agreement with respect to the rights and interests thereafter of the holders of the Warrants shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to any shares of stock or other securities or property thereafter deliverable on the exercise of the Warrants. The subdivision or combination of shares of Common Stock at any time outstanding into a greater or lesser number of shares shall not be deemed to be a reclassification of the Shares for the purposes of this Section. The Company shall not effect any consolidation, merger or sale, unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from the consolidation or merger of the corporation purchasing the assets or other appropriate corporation or entity shall assume, by written instrument executed and delivered to the Warrant Agent, the obligation to deliver to the holder of each Warrant the shares of stock securities or assets as, in accordance with the foregoing provisions, the holders may be entitled to purchase and the other obligations under this Agreement. Notwithstanding an adjustment made pursuant to this subsectionSection in the number of Warrant Shares purchasable upon the exercise of a Warrant, the Executive Company shall become entitled not be required to receive any shares issue fractions of the Company other than shares of Common Stock, thereafter the Exercise Price of such other shares so receivable Warrant Shares upon exercise of any Options the Warrants or to distribute certificates which evidence fractional Warrant Shares. In lieu of fractional Warrant Shares, there shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable paid to the provisions with respect registered holders of Warrants at the time such are exercised as herein provided an amount in cash equal to the same fraction of the current market value of the Common Stock contained in as the fraction of a share which the Warrant would otherwise entitle the holder to purchase. For purposes of this subsectionSection 7(b)(7) the current market value of the Common Stock shall be determined pursuant to Section 7(b)(3) hereof.