Common use of No Dilution or Impairment Clause in Contracts

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrants, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders against dilution or other impairment. Without limiting the generality of the foregoing, the Company (1) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on the exercise of the Warrants from time to time outstanding and (2) will not take any action that would result in an adjustment of the number of Warrant Shares issuable upon exercise of this Warrant in full or of the per share Exercise Price if the total number of Warrant Shares issuable after the action upon the exercise of all of the Warrants in full would exceed the total number of shares of Common Stock then authorized by the Company's certificate of incorporation and available for the purposes of issue upon such exercise. (c) The parties agree that the provisions of Section 6.1 shall be interpreted and applied so that there shall not be multiple adjustments, under different subsections of Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect to a single dilutive event, in a fashion that would "double-count" such dilutive event.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) The Company will shall not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrantsthis Warrant, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be reasonably necessary or appropriate in order to protect the rights of the Warrantholders Holder of this Warrant against dilution or other impairment. Without limiting the generality of the foregoing, the Company (1a) will shall not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed the amount payable therefor upon such exercise, (b) shall take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock stock, free from all taxes, liens, security interests, encumbrances, preemptive rights and charges on the exercise of the Warrants from time to time outstanding and outstanding, (2c) will shall not take any action that would result which results in an any adjustment of the number of Warrant Shares issuable upon exercise of this Warrant in full or of the per share Exercise Purchase Price if the total number of Warrant Shares shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of the Warrants in full would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Company's certificate of incorporation and available for the purposes purpose of issue upon such exercise. , and (cd) The parties agree that shall not issue any capital stock of any class which is preferred as to dividends or as to the provisions distribution of Section 6.1 assets upon voluntary or involuntary dissolution, liquidation or winding-up, unless the rights of the holders thereof shall be interpreted and applied so that there shall not be multiple adjustments, under different subsections of Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect limited to a single dilutive eventfixed sum or percentage of par value or a sum determined by reference to a formula based on a published index of interest rates, an interest rate publicly announced by a financial institution or a similar indicator of interest rates in respect of participation in dividends and to a fashion that would "double-count" fixed sum or percentage of par value in any such dilutive eventdistribution of assets.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of this Section 6.1 4 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights Adjustment Rights represented by the Warrants contrary to Shares in accordance with the essential intent and principles of such this Section, then, in each such case, appropriate the Company shall appoint an investment banking firm of recognized national standing, or any other financial expert that does not (or whose directors, officers, employees, affiliates or stockholders do not) have a direct or material indirect financial interest in the Company or any of its subsidiaries, who has not been, and, at the time it is called upon to give independent financial advice to the Company, is not (and none of its directors, officers, employees, affiliates or stockholders are) a promoter, director or officer of the Company or any of its subsidiaries, which shall give their opinion upon the adjustment, if any, on a basis consistent with the essential intent and principles established in this Section 4, necessary to preserve, without dilution, the rights of the Holders of the Shares. Upon receipt of such opinion, the Company will promptly mail a copy thereof to the Holders of the Shares and shall make the adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) described therein. The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrantsthis Agreement, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders against dilution or other impairmentHolders of the Shares under this Agreement. Without limiting the generality of the foregoing, the Company (1) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on the exercise of the Warrants from time to time outstanding and (2) will not take any action that would result which results in an any adjustment of the number of Warrant Shares issuable upon exercise of this Warrant in full or of the per share Exercise Price if the total number of Warrant Shares issuable after the action upon the exercise of all of the Warrants in full action, would exceed the total number of Shares or shares of Common Stock Stock, as the case may be, then authorized by the Company's certificate of incorporation and available for the purposes of issue upon such exerciseissue. (c) The parties agree that the provisions of Section 6.1 shall be interpreted and applied so that there shall not be multiple adjustments, under different subsections of Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect to a single dilutive event, in a fashion that would "double-count" such dilutive event.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) The Company will shall not, (i) by amendment of its certificate articles of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, or (ii) prior to the consummation of a Spin-Off and satisfaction of the Company’s obligations pursuant to Section 3.3(b), by consent to or approval of any amendment of DSW’s articles of incorporation or any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action by DSW, avoid or seek to avoid the observance or performance of any of the terms of the Warrantsthis Warrant, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders Holder of this Warrant against dilution or other impairment. Without limiting the generality of the foregoing, the Company (1a) will shall not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed the amount payable therefor upon such exercise, (b) shall take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of stock, in the case of Common Stock Stock, or transfer shares of DSW Stock, in the case of DSW Stock, free from all liens, security interests, encumbrances (in each of the foregoing cases, other than those imposed by the Holder), taxes, preemptive rights and charges on the exercise of the Warrants from time to time outstanding outstanding, and (2c) will shall not take any action, or consent to the taking or approval of any action that would result by DSW, which results in an any adjustment of the number of Warrant Shares issuable upon exercise of this Warrant in full or of the per share Exercise Purchase Price if the total number of Warrant Shares issuable after the action upon the exercise of all of the Warrants in full would exceed the total number of shares of Common Stock then authorized by the Company's certificate ’s articles of incorporation organization, or, in the case of shares of DSW Stock, the number of shares of DSW Stock owned by the Company and available for the purposes purpose of issue upon such exercise. (c) The parties agree that the provisions of Section 6.1 shall be interpreted and applied so that there shall not be multiple adjustments, under different subsections of Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect to a single dilutive event, in a fashion that would "double-count" such dilutive event.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, take any action to avoid or to seek to avoid the observance or performance of any of the terms of the Warrantsthis Warrant, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders against dilution or other impairmentholder of this Warrant specifically provided herein. Without limiting the generality of the foregoing, the Company (1a) will not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed the amount payable therefor upon such exercise, (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock stock on the exercise of the Warrants from time to time outstanding outstanding, and (2c) will not take any action that would result which results in an any adjustment of the number of Warrant Shares issuable upon exercise of this Warrant in full or of the per share Exercise Price if the total number of Warrant Shares shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of the Warrants in full would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Company's certificate of incorporation and available for the purposes purpose of issue upon such exercise. (c) The parties agree that the provisions of Section 6.1 shall be interpreted and applied so that there shall not be multiple adjustments, under different subsections of Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect to a single dilutive event, in a fashion that would "double-count" such dilutive event.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) The Company will not, by amendment of its certificate Certificate of incorporation Incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrants, but this Warrant. The Company will at all times in reasonable good faith assist in the carrying out of all such terms terms, and in the taking of all such action action, as may be necessary or appropriate in order to protect the rights of the Warrantholders holder of this Warrant against dilution or other impairment. Without limiting the generality of the foregoing, the Company (1a) will not permit the par value of any shares of Common Stock receivable upon the exercise of this Warrant to exceed the amount payable therefor upon such exercise, (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of the Company's Common Stock on Stock, free from all taxes, Liens and charges with respect to the issue thereof, upon the exercise of the Warrants this Warrant from time to time outstanding and (2c) will not take any action that would result which results in an any adjustment of the number of Warrant Shares issuable upon this current exercise of price under this Warrant in full or of the per share Exercise Price if the total number of Warrant Shares shares of the Company's Common Stock (or other securities) issuable after the action upon the exercise of all of the Warrants in full would exceed the total number of shares of Common Stock (or other securities) then authorized by the Company's certificate Certificate of incorporation Incorporation and available for the purposes purpose of issue upon such exercise. (c) The parties agree that the provisions of Section 6.1 shall be interpreted and applied so that there shall not be multiple adjustments, under different subsections of Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect to a single dilutive event, in a fashion that would "double-count" such dilutive event.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) The Company will not, by amendment of its certificate of incorporation Certificate or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrantsthis Warrant, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders Holder of this Warrant against dilution or other impairment. Without limiting the generality of the foregoing, the Company (1a) will not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed the amount payable therefor upon such exercise, (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable non-assessable shares of Common Stock stock on the exercise of the Warrants from time to time outstanding outstanding, and (2c) will not take any action that would result which results in an any adjustment of the number of Warrant Shares issuable upon exercise of this Warrant in full or of the per share Exercise Price if the total number of Warrant Shares shares of Common Stock issuable after the action upon the exercise of all of the Warrants in full Warrant would exceed the total number of shares of Common Stock then authorized by the Company's certificate of incorporation ’s Certificate and available for the purposes purpose of issue upon such exercise. . The Company shall also give written notice to the Holder at least ten (c10) The parties agree that days prior to the provisions of Section 6.1 shall be interpreted and applied so that there shall not be multiple adjustments, under different subsections of Section 6.1, of date on which any such voluntary action described in the per share Exercise Price and number of Warrant Shares issuable upon exercise first sentence of this Warrant in full with respect to a single dilutive event, in a fashion that would "double-count" such dilutive eventSection 11.10 shall take place.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 10 are not strictly applicable but the failure to make any adjustment adjust the Exercise Price would adversely affect the purchase rights represented by the Warrants contrary to in accordance with the essential intent and principles of such Section, then, in each such case, appropriate the Company shall appoint an investment banking firm of recognized national standing, or any other financial expert that does not (or whose directors, officers, employees, affiliates or stockholders do not) have a direct or material indirect financial interest in the Company or any of its Subsidiaries, who has not been, and, at the time it is called upon to give independent financial advice to the Company, is not (and none of its directors, officers, employees, affiliates or stockholders are) a promoter, director or officer of the Company or any of its Subsidiaries, which shall give their opinion upon the adjustment, if any, on a basis consistent with the essential intent and principles established in Section 10, necessary to preserve, without dilution, the purchase rights, represented by the Warrants. Upon receipt of such opinion, the Company will promptly mail a copy thereof to the holders of the Warrants and shall make the adjustments shall be made so as to preserve those rights without dilution but also without enlargementdescribed therein. (b) The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrants, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders holders of the Warrants against dilution or other impairment. Without limiting the generality of the foregoing, the Company (1) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Series B Preferred Stock on upon the exercise of the Warrants from time to time outstanding and (2) will not take any action that would result results in an any adjustment of the number of Warrant Shares issuable upon exercise of this Warrant in full or of the per share Exercise Price if the total number of Warrant Shares issuable after the action upon the exercise of all of the Warrants in full would exceed the total number of shares of Series B Preferred Stock or shares of Common Stock into which the Series B Preferred Stock shall be convertible then authorized by the Company's certificate of incorporation and available for the purposes of issue upon such exercise. (c) The parties agree that . A consolidation, merger, reorganization or transfer of assets involving the provisions of Company covered by Section 6.1 shall be interpreted and applied so that there 10 shall not be multiple adjustments, prohibited by or require any adjustment under different subsections of this Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect to a single dilutive event, in a fashion that would "double-count" such dilutive event11.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, No Changes in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) Capital Stock. The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the WarrantsSeries 1 Certificate of Designations, but the Amended and Restated Registration Rights Agreement, this Agreement or the provisions of Series D Purchase Agreements that survive pursuant to Section 9.2 herein. The Company will at all times in reasonable good faith assist in the carrying out of all such terms terms, and in the taking of all such action action, as may be necessary or appropriate in order to protect the rights of the Warrantholders holders of Shares (as such rights are set forth in the Series D Purchase Agreements, the Series 1 Certificate of Designations, the Amended and Restated Registration Rights Agreement and this Agreement) against dilution or other impairment. Without limiting the generality of the foregoing, the Company (1a) will not issue any shares or class or series of equity or equity-linked security, which is senior to, or pari passu with, the Series 1 Preferred as to dividend payments or amounts payable in the event of liquidation or winding up of the Company; except that the Company may issue up to $10 million of preferred stock which is pari passu with the Series 1 Preferred, (b) will not enter into any agreement or instrument which would restrict or otherwise materially adversely affect the ability of the Company to perform its obligations under the Series D Purchase Agreements, this Agreement, the Amended and Restated Registration Rights Agreement or the Series 1 Certificate of Designations, (c) will not amend its certificate of incorporation or by-laws in any manner which would impair or reduce the rights of the Preferred Stock, including, without limitation, an amendment which would alter or change the powers, privileges or preferences of the holders of the Series 1 Preferred (including, without limitation, changing the Series 1 Certificate of Designations after any Shares have been called for redemption), (d) except as otherwise provided in the Series 1 Certificate of Designations, as in effect at the Effective Time, will not redeem, repurchase or otherwise acquire any shares of capital stock of the Company or any other rights or options to subscribe for or purchase any capital stock of the Company or any other securities convertible into or exchangeable for capital stock of the Company, (e) will not permit the par value or the determined or stated value of any shares of Common Stock receivable upon the conversion of the Shares to exceed the amount payable therefor upon such conversion, (f) will take all such action as may be necessary or appropriate in order that the Company may at all times validly and legally issue duly authorized, fully paid and nonassessable shares of the Company Common Stock on free from all taxes, Liens and charges with respect to the exercise issue thereof, upon the conversion of the Warrants Shares from time to time outstanding and outstanding, (2g) will not take any action that would result which results in an any adjustment of the number current conversion price under the Series 1 Certificate of Warrant Shares issuable upon exercise of this Warrant in full or of the per share Exercise Price Designations if the total number of Warrant Shares shares of the Common Stock (or other securities) issuable after the action upon the exercise conversion of all of the Warrants in full then outstanding Shares would exceed the total number of shares of Common Stock (or other securities) then authorized by the Company's certificate of incorporation and available for the purposes purpose of issue issuance upon such conversion or exercise, (h) will not have any authorized Common Stock (and will not issue any Common Stock) other than its existing authorized Common Stock, $.01 par value per share, and (i) will not amend its certificate of incorporation to change any terms of its Common Stock. (c) The parties agree that the provisions of Section 6.1 shall be interpreted and applied so that there shall not be multiple adjustments, under different subsections of Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect to a single dilutive event, in a fashion that would "double-count" such dilutive event.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (bi) The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrantsthis Warrant, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action actions as may be reasonably necessary or appropriate in order to protect the rights of the Warrantholders holder of this Warrant against dilution or other impairment. Without limiting the generality of the foregoing, the Company (1a) will not permit the par value of any share of stock receivable upon the exercise of this Warrant to exceed the amount payable therefor upon such exercise, and (b) will take all such action as may be necessary or appropriate (including, without limitation, making appropriate transfers from the Company’s additional paid-in capital to its stated capital) in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on the exercise of the Warrants from time to time outstanding and (2) will not take any action that would result in an adjustment of the number of Warrant Shares issuable upon exercise of this Warrant in full or of the per share Exercise Price if the total number of Warrant Shares issuable after the action upon the exercise of all of the Warrants in full would exceed the total number of shares of Common Stock then authorized by the Company's certificate of incorporation and available for the purposes of issue upon such exercisethis Warrant. (cii) The parties agree that In the provisions of Section 6.1 shall event the Company should issue warrants, options or other securities which may be interpreted and applied so that there shall not be multiple adjustments, under different subsections of Section 6.1, converted into or exchanged for Common Stock of the per share Exercise Price and number Company at a price of Warrant Shares issuable upon less than the exercise price of this Warrant, as such exercise price may be adjusted pursuant to the terms of this Warrant, then the exercise price of this Warrant shall automatically be adjusted so that the exercise price of this Warrant will be equal to the exercise or conversion price to the newly issued securities. This Section 3 shall not apply to or require adjustment for options or other convertible securities issued pursuant to employee stock option or similar plans; provided however, that the recipients of such options or convertible securities shall be limited to officers, directors, employees or consultants in full connection with respect providing services to a single dilutive event, in a fashion that would "double-count" such dilutive eventthe Company or its subsidiaries.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) The Company will not, by amendment of its certificate Certificate of incorporation Incorporation or through any consolidation, merger, reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the WarrantsWarrant, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders holder of the Warrant against dilution or other impairmentdilution. Without limiting the generality of the foregoing, the Company (1i) will not increase the par value of any shares of stock receivable on the exercise of the Warrant above the amount payable therefor on such exercise, (ii) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable non-assessable shares of Common Stock stock on the exercise of the Warrants Warrant from time to time outstanding outstanding, including by (A) preparing an Information Statement on Schedule 14C (the “Information Statement”) relating to the approval by written consent of the issuance of the Warrant Shares under this Warrant, and all other shares issuable by the Company pursuant to other instruments dated as of February 21, 2012, as required by Nasdaq Listing Rule 5635, (B) filing the Information Statement with the Securities and Exchange Commission (the “SEC”), (C) using its best efforts to cause the Information Statement to be cleared by the SEC as promptly as practicable and (2D) disseminating the Information Statement to the shareholders of the Company, and (iii) subject to Section 15, will not take transfer all or substantially all of its properties and assets to any action that would result other entity (corporate or otherwise), or consolidate with or merge into any other entity or permit any such entity to consolidate with or merge with the Company (if the Company is not the surviving entity), unless such other entity shall expressly assume in an adjustment of writing and will be bound by all the number of Warrant Shares issuable upon exercise terms of this Warrant in full or of and the per share Exercise Price if the total number of Warrant Shares issuable after the action upon the exercise of all of the Warrants in full would exceed the total number of shares of Common Stock then authorized by the Company's certificate of incorporation and available for the purposes of issue upon such exercisePurchase Agreement. (c) The parties agree that the provisions of Section 6.1 shall be interpreted and applied so that there shall not be multiple adjustments, under different subsections of Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect to a single dilutive event, in a fashion that would "double-count" such dilutive event.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) The Company will not, by amendment of ------------------------- its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrantsthis Warrant, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders holder of this Warrant against dilution or other impairment. Without limiting the generality of the foregoing, the Company (1a) will not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed the amount payable therefor upon such exercise, (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock stock on the exercise of the Warrants from time to time outstanding and outstanding, (2c) will not take any action that would result which results in an any adjustment of the number of Warrant Shares issuable upon exercise of this Warrant in full or of the per share Exercise Price if the total number of Warrant Shares shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of the Warrants in full would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Company's certificate of incorporation and available for the purposes purpose of issue upon such exercise. , and (cd) The parties agree that will not issue any capital stock of any class which is preferred as to dividends or as to the provisions distribution of Section 6.1 assets upon voluntary or involuntary dissolution, liquidation or winding-up, unless the rights of the holders thereof shall be interpreted and applied so that there shall not be multiple adjustments, under different subsections of Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect limited to a single dilutive eventfixed sum or percentage of par value or a sum determined by reference to a formula based on a published index of interest rates, an interest rate publicly announced by a financial institution or a similar indicator of interest rates in respect of participation in dividends and to a fashion that would "double-count" fixed sum or percentage of par value in any such dilutive eventdistribution of assets.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 are LVDGT will not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) The Company will not, by amendment of its certificate of incorporation organizational documents or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrantsthis Option, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders holder of this Option against dilution or other impairment. Without limiting the generality of the foregoing, LVDGT (a) will not permit the Company par value of any Shares receivable upon the exercise of this Option to exceed the amount payable therefor upon such exercise, (1b) will take all such action as may be necessary or appropriate in order that the Company LVDGT may validly and legally issue fully paid and nonassessable shares of Common Stock non-assessable Shares on the exercise of the Warrants Option from time to time outstanding and time, (2c) will not take any action that would result which results in an any adjustment of the number of Warrant Shares issuable upon exercise of this Warrant in full or of the per share Exercise Option Price if the total number of Warrant Shares issuable after the action upon the full exercise of all of the Warrants in full Option would exceed the total number of shares of Common Stock Shares then authorized by the CompanyLVDGT's certificate of incorporation and available for the purposes purpose of issue upon such exercise. , and (cd) The parties agree that will not issue any capital stock of any class which is preferred as to dividends or as to the distribution of assets upon voluntary or involuntary dissolution, liquidation or winding-up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value or a sum determined by reference to a formula based on a published index of interest rates, an interest rate publicly announced by a financial institution or a similar indicator of interest rates in respect of participation in dividends and to a fixed sum or percentage of par value in any such distribution of assets. In case any event shall occur as to which any of the provisions of Section 6.1 this Option are not strictly applicable but the failure to make any adjustment would not fairly protect the purchase rights represented by this Option in accordance with the essential intent and principles contained herein, then, in each such case, LVDGT shall, at its sole cost and expense, appoint a firm of independent certified public accountants of recognized national standing (which may be the regular auditors of LVDGT), which shall be interpreted give their opinion upon the adjustment, if any, on a basis consistent with the essential intent and applied so that there shall not be multiple adjustmentsprinciples established herein, under different subsections necessary to preserve, without dilution, the purchase rights represented by this Option. Upon receipt of Section 6.1such opinion, of LVDGT will promptly mail a copy thereof to the per share Exercise Price and number of Warrant Shares issuable upon exercise holder of this Warrant in full with respect to a single dilutive event, in a fashion that would "double-count" such dilutive eventOption and shall make the adjustments described therein.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrantsthis Warrant, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders holder of this Warrant against dilution or other impairment. Without limiting the generality of the foregoing, the Company (1a) will not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed the amount payable therefor upon such exercise, (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on stock upon the exercise of all of the Warrants from time to time outstanding and outstanding, (2c) will not take any action that would result which results in an any adjustment of the number of Warrant Shares issuable upon exercise of this Warrant in full or of the per share Exercise Price if the total number of Warrant Shares shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of the Warrants in full would exceed the total number of shares of Common Stock (or other Securities) then authorized by the Company's certificate of incorporation and available for the purposes purpose of issue upon such exercise. exercise and, (cd) The parties agree that will not issue any capital stock of any class which has the provisions right to more than one vote per share or which is preferred as to dividends or as to the distribution of Section 6.1 assets upon voluntary or involuntary dissolution, liquidation or winding-up, unless such stock is sold for a cash consideration at least equal to the amount of its preference upon voluntary or involuntary dissolution, liquidation or winding-up and the rights of the holders thereof shall be interpreted and applied so that there shall not be multiple adjustments, under different subsections of Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect limited to a single dilutive event, fixed percentage (not exceeding 15%) of such cash consideration in a fashion that would "double-count" such dilutive eventrespect of participation in dividends.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of this Section 6.1 4 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights Adjustment Rights represented by the Warrants contrary to Preferred Shares in accordance with the essential intent and principles of such this Section, then, in each such case, appropriate the Company shall appoint an investment banking firm of recognized national standing, or any other financial expert that does not (or whose directors, officers, employees, affiliates or stockholders do not) have a direct or material indirect financial interest in the Company or any of its subsidiaries, who has not been, and, at the time it is called upon to give independent financial advice to the Company, is not (and none of its directors, officers, employees, affiliates or stockholders are) a promoter, director or officer of the Company or any of its subsidiaries, which shall give their opinion upon the adjustment, if any, on a basis consistent with the essential intent and principles established in this Section 4, necessary to preserve, without dilution, the purchase rights represented by the Preferred Shares. Upon receipt of such opinion, the Company will promptly mail a copy thereof to the holders of the Preferred Shares and shall make the adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) described therein. The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the WarrantsPreferred Shares, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders holder of the Preferred Shares against dilution or other impairment. Without limiting the generality of the foregoing, the Company (1) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on the exercise of the Warrants Preferred Shares from time to time outstanding and (2) will not take any action that would result which results in an any adjustment of the number of Warrant Preferred Shares issuable upon exercise of this Warrant in full or of the per share Exercise Price if the total number of Warrant Preferred Shares, or Convertible Shares issuable after the action upon the exercise of all of the Warrants in full Preferred Shares, would exceed the total number of Preferred Shares or shares of Common Stock Stock, as the case may be, then authorized by the Company's certificate of incorporation and available for the purposes of issue upon such exerciseissue. (c) The parties agree that the provisions of Section 6.1 shall be interpreted and applied so that there shall not be multiple adjustments, under different subsections of Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect to a single dilutive event, in a fashion that would "double-count" such dilutive event.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) The Company will shall not, (i) by amendment of its certificate articles of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, or (ii) prior to the consummation of a Spin-Off and satisfaction of the Company's obligations pursuant to Section 3.3(b), by consent to or approval of any amendment of DSW's articles of incorporation or any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action by DSW, avoid or seek to avoid the observance or performance of any of the terms of the Warrantsthis Warrant, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders Holder of this Warrant against dilution or other impairment. Without limiting the generality of the foregoing, the Company (1a) will shall not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed the amount payable therefor upon such exercise, (b) shall take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of stock, in the case of Common Stock Stock, or transfer shares of DSW Stock, in the case of DSW Stock, free from all liens, security interests, encumbrances (in each of the foregoing cases, other than those imposed by the Holder), taxes, preemptive rights and charges on the exercise of the Warrants from time to time outstanding outstanding, and (2c) will shall not take any action, or consent to the taking or approval of any action that would result by DSW, which results in an any adjustment of the number of Warrant Shares issuable upon exercise of this Warrant in full or of the per share Exercise Purchase Price if the total number of Warrant Shares issuable after the action upon the exercise of all of the Warrants in full would exceed the total number of shares of Common Stock then authorized by the Company's certificate articles of incorporation organization, or, in the case of shares of DSW Stock, the number of shares of DSW Stock owned by the Company and available for the purposes purpose of issue upon such exercise. (c) The parties agree that the provisions of Section 6.1 shall be interpreted and applied so that there shall not be multiple adjustments, under different subsections of Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect to a single dilutive event, in a fashion that would "double-count" such dilutive event.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of this Section 6.1 10 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to in accordance with the essential intent and principles of such this Section, then, in each such case, appropriate the Company shall appoint an investment banking firm of recognized national standing, or any other financial expert that does not (or whose directors, officers, employees, affiliates or stockholders do not) have a direct or material indirect financial interest in the Company or any of its subsidiaries, who has not been, and, at the time it is called upon to give independent financial advice to the Company, is not (and none of its directors, officers, employees, affiliates or stockholders are) a promoter, director or officer of the Company or any of its subsidiaries, which shall give their opinion upon the adjustment, if any, on a basis consistent with the essential intent and principles established in this Section 10, necessary to preserve, without dilution, the purchase rights represented by this Warrant. Upon receipt of such opinion, the Company will promptly mail a copy thereof to the holders of the Warrants and shall make the adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) described therein. The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrants, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders holder of the Warrants against dilution or other impairment. Without limiting the generality of the foregoing, the Company (1) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on the exercise of the Warrants from time to time outstanding and (2) will not take any action that would result which results in an any adjustment of the number of Warrant Shares issuable upon exercise of this one Warrant in full or of the per share Exercise Price if the total number of Warrant Shares issuable after the action upon the exercise of all of the Warrants in full would exceed the total number of shares of Common Stock then authorized by the Company's certificate of incorporation and available for the purposes of issue upon such exercise. (c. A consolidation, merger, reorganization or transfer of assets involving the Company covered by Section 10(l) The parties agree that the provisions of Section 6.1 shall be interpreted and applied so that there shall not be multiple adjustments, prohibited by or require any adjustment under different subsections of Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect to a single dilutive event, in a fashion that would "double-count" such dilutive eventsubsection (q).

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) The Company will not, by amendment of its certificate of incorporation or through any reorganization, consolidation, merger, reorganizationdissolution, transfer issue, or sale of securities, sale of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrantsthis Agreement, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action actions as may be necessary or appropriate in order to protect the rights of the Warrantholders Holders against dilution or other impairment. Without limiting the generality of the foregoing, the Company will: (1i) will not increase the par value of any shares of Common Stock receivable upon the exercise of Warrants above the amount payable therefor upon such exercise; (ii) at all times reserve and keep available a sufficient number of its authorized shares of Common Stock to permit the full exercise of the Warrants; (iii) not take any action that results in any adjustment of the Exercise Price if the total number of Warrant Shares issuable upon exercise of the Warrants after such action would exceed the total number of shares of Common Stock then authorized by the Company’s certificate of incorporation and available for the purpose of issuance upon such exercise; and (iv) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on the exercise of the Warrants from time to time outstanding and (2) will not take any action that would result in an adjustment of the number of non-assessable Warrant Shares issuable upon exercise of this Warrant in full or of the per share Exercise Price if the total number of Warrant Shares issuable after the action upon the exercise of all a Warrant pursuant to this Agreement. (b) If any corporate action shall occur as to which the provisions of this ARTICLE IV are not strictly applicable but as to which the failure to make any adjustment would adversely affect the purchase rights or value represented by the Warrants in full accordance with the essential intent and principles of this ARTICLE IV (which are to place the Holder in a position as nearly equal as possible to the position the Holder would exceed the total number of shares of Common Stock then authorized by the Company's certificate of incorporation and available for the purposes of issue upon such exercise. (c) The parties agree that the provisions of Section 6.1 shall be interpreted and applied so that there shall not be multiple adjustments, under different subsections of Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable occupy upon exercise of a Warrant pursuant to this Warrant in full with respect to a single dilutive eventAgreement on the date hereof) then, in each such case, the Company shall appoint a fashion that would "double-count" firm of independent certified public accountants of recognized national standing (which may be the regular auditors of the Company) to give their opinion upon the adjustment, if any, on a basis consistent with the essential intent and principles established in this ARTICLE IV, necessary to preserve, without dilution, the purchase rights represented by the Warrants. Upon receipt of such dilutive eventopinion, the Company will promptly mail a copy thereof to Holders and will make the adjustments described therein.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 14 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to in accordance with the essential intent and principles of such SectionSection 14, then, in each such case, appropriate the Company shall appoint an investment banking firm of recognized national standing, or any other financial expert that does not (or whose directors, officers, employees, affiliates or stockholders do not) have a direct or material indirect financial interest in the Company or any of its subsidiaries, who has not been, and, at the time it is called upon to give independent financial advice to the Company, is not (and none of its directors, officers, employees, affiliates or stockholders are) a promoter, director or officer of the Company or any of its subsidiaries, which shall give their opinion upon the adjustment, if any, on a basis consistent with the essential intent and principles established in Section 14, necessary to preserve, without dilution, the purchase rights, represented by the Warrants. Upon receipt of such opinion, the Company will promptly mail a copy thereof to the holders of the Warrants and shall make the adjustments shall be made so as to preserve those rights without dilution but also without enlargementdescribed therein. (b) The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrants, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders holder of the Warrants against dilution or other impairment. Without limiting the generality of the foregoing, the Company (1) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on the exercise of the Warrants from time to time outstanding and (2) will not take any action that would result which results in an any adjustment of the number of Warrant Shares issuable upon exercise of this Warrant in full or of the per share Exercise Price if the total number of Warrant Shares issuable after the action upon the exercise of all of the Warrants in full would exceed the total number of shares of Common Stock then authorized by the Company's certificate of incorporation and available for the purposes of issue upon such exercise. (c. A consolidation, merger, reorganization or transfer of assets involving the Company covered by Section 14(o) The parties agree that the provisions of Section 6.1 shall be interpreted and applied so that there shall not be multiple adjustments, prohibited by or require any adjustment under different subsections of this Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect to a single dilutive event, in a fashion that would "double-count" such dilutive event15.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) The Company will not, by amendment of ------------------------- its certificate Restated Certificate of incorporation Incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrantsthis Warrant, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders holder of this Warrant against dilution or other impairment. Without limiting the generality of the foregoing, the Company (1a) will not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed the amount payable therefor upon such exercise, and, if the warrant purchase price in effect at any time shall be reduced to such par value, the Company will promptly cause the par value of such shares to be reduced to $0.01 below such warrant purchase price, (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on stock upon the exercise of all of the Warrants from time to time outstanding and outstanding, (2c) will not take any action that would result which results in an any adjustment of the number of Warrant Shares issuable upon exercise of this Warrant in full or of the per share Exercise Price warrant purchase price if the total number of Warrant Shares shares (or Convertible Securities) issuable after the action upon the exercise of all of the Warrants in full would exceed the to total number of shares of Common Stock (or Convertible Securities) then authorized by the Company's certificate Restated Certificate of incorporation Incorporation and available for the purposes purpose of issue upon such exercise. , and (cd) The parties agree that will not issue any capital stock of any class which as the provisions right to more than one vote per share or which is preferred as to dividends or as to the distribution of Section 6.1 assets upon voluntary or involuntary dissolution, liquidation or winding-up, unless such stock is sold for a cash consideration at least equal to the amount of its preference upon voluntary or involuntary dissolution, liquidation or winding-up and the rights of the holders thereof shall be interpreted and applied so that there shall not be multiple adjustments, under different subsections of Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect limited to a single dilutive event, fixed percentage (not exceeding 15%) of such cash consideration in a fashion that would "double-count" such dilutive eventrespect of participation in dividends.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrantsthis Warrant, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders holder of this Warrant against dilution or other impairment. Without limiting the generality of the foregoing, the Company (1a) will not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed the amount payable therefor upon such exercise, (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock stock on the exercise of the Warrants from time to time outstanding and outstanding, (2c) will not take any action that would result which results in an any adjustment of the number of Warrant Shares issuable upon exercise of this Warrant in full or of the per share Exercise Price if the total number of Warrant Shares shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of the Warrants in full Warrant would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Company's certificate of incorporation and available for the purposes purpose of issue upon such exercise. , and (cd) The parties agree that will not issue any capital stock of any class which is preferred as to dividends or as to the provisions distribution of Section 6.1 assets upon voluntary or involuntary dissolution, liquidation or winding-up, unless the rights of the holders thereof shall be interpreted and applied so that there shall not be multiple adjustments, under different subsections of Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect limited to a single dilutive eventfixed sum or percentage of par value or a sum determined by reference to a formula based on a published index of interest rates, an interest rate publicly announced by a financial institution or a similar indicator of interest rates in respect of participation in dividends and to a fashion that would "double-count" fixed sum or percentage of par value in any such dilutive eventdistribution of assets.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) The Company will not, by amendment of its certificate Certificate of incorporation Incorporation or through any consolidation, merger, reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the WarrantsWarrant, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders holders of the Warrant against dilution or other impairment. Without limiting the generality of the foregoing, the Company (1a) will not increase the par value or stated value of any shares of stock receivable on the exercise of the Warrant above the amount payable therefor on such stock receivable on the exercise of the Warrant above the amount payable therefor on such exercise, (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock stock on the exercise of the Warrants from time to time outstanding and Warrant, (2c) will not take issue any action that would result in an adjustment capital stock of any class which is preferred as to dividends or as to the distribution of assets upon voluntary or involuntary dissolution, liquidation or winding up, unless the rights of the number holders thereof shall be limited to a fixed sum or percentage of Warrant Shares issuable upon exercise par value in respect of this Warrant participation in full dividends and in any such distribution of assets, and (d) will not transfer all or substantially all of its properties and assets to any other person (corporate or otherwise), or consolidate with or merge into any other person or permit any such person to consolidate with or merge into the Company (if the Company is not the surviving person), unless such other person shall expressly assume in writing and become bound by all the terms of the per share Exercise Price if the total number of Warrant Shares issuable after the action upon the exercise of all of the Warrants in full would exceed the total number of shares of Common Stock then authorized by the Company's certificate of incorporation and available for the purposes of issue upon such exerciseWarrant. (c) The parties agree that the provisions of Section 6.1 shall be interpreted and applied so that there shall not be multiple adjustments, under different subsections of Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect to a single dilutive event, in a fashion that would "double-count" such dilutive event.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue issuance or sale of securities securities, or any other voluntary actionaction or omission, avoid or seek to avoid the observance or performance of any of the terms of this Agreement or any of the WarrantsWarrants issued hereunder, but will at all times in reasonable good faith assist in the carrying out of observe and perform all such terms and in the taking of take all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders each holder of a Warrant against dilution or other impairmentimpairment of the kind specified herein, provided, however, that, subject to compliance with the applicable provisions of this Agreement, the Company shall not be prohibited by this Article VIII or by any provision of this Agreement from making decisions providing for, inter alia, the merger or consolidation of the Company or the sale of its assets which transactions, in the judgment of the Company's board of directors, are in the best interests of the Company and its stockholders. Without limiting the generality of the foregoing, the Company (1a) will not permit the par value of any shares of stock receivable upon the exercise of any Warrant to exceed the amount payable therefore upon such exercise, (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on stock upon the exercise of all of the Warrants from time to time outstanding outstanding, and (2c) will not take any action that would result results in an any adjustment of the number of Warrant Shares shares issuable upon exercise of this Warrant in full the Warrants (or which entitles the holders of the per share Exercise Price Warrants to receive upon such exercise) if the total number of Warrant Shares shares of Common Stock issuable after the action upon the exercise of all of the Warrants in full would exceed the total number of shares of Common Stock then authorized by the Company's certificate of incorporation and available for the purposes purpose of issue issuance upon such exercise. (c) The parties agree that the provisions of Section 6.1 shall be interpreted and applied so that there shall not be multiple adjustments, under different subsections of Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect to a single dilutive event, in a fashion that would "double-count" such dilutive event.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrantsthis Warrant, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders holder of this Warrant against dilution or other impairment. Without limiting the generality of the foregoing, the Company (1a) will not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed the amount payable therefor upon such exercise, (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock stock on the exercise of the Warrants from time to time outstanding and outstanding, (2c) will not take any action that would result which results in an any adjustment of the number of Warrant Shares issuable upon exercise of this Warrant in full or of the per share Exercise Price if the total number of Warrant Shares shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of the Warrants in full would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Company's certificate of incorporation and available for the purposes purpose of issue upon such exercise. , and (cd) The parties agree that will not issue any capital stock of any class which is preferred as to dividends or as to the provisions distribution of Section 6.1 assets upon voluntary or involuntary dissolution, liquidation or winding-up, unless the rights of the holders thereof shall be interpreted and applied so that there shall not be multiple adjustments, under different subsections of Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect limited to a single dilutive eventfixed sum or percentage of par value or a sum determined by reference to a formula based on a published index of interest rates, an interest rate publicly announced by a financial institution or a similar indicator of interest rates in respect of participation in dividends and to a fashion that would "double-count" fixed sum or percentage of par value in any such dilutive eventdistribution of assets.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) The Company will not, by amendment of its certificate Certificate of incorporation Incorporation or through any consolidation, merger, reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrantsthis Warrant, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders against dilution or other impairmentholder of this Warrant hereunder. Without limiting the generality of the foregoing, the Company (1i) will not increase the par value of any shares of stock receivable on the exercise of the Warrant above the amount payable therefor on such exercise, (ii) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable non-assessable shares of Common Stock stock on the exercise of the Warrants Warrant from time to time outstanding and outstanding, (2iii) will not take issue any action that would result in an adjustment capital stock of any class which is preferred as to dividends or as to the distribution of assets upon voluntary or involuntary dissolution, liquidation or winding up, unless the rights of the number holders thereof shall be limited to a fixed sum or percentage of Warrant Shares issuable upon exercise par value in respect of participation in dividends and in any such distribution of assets and (iv) will not transfer all or substantially all of its properties and assets to any other entity (corporate or otherwise), or consolidate with or merge into any other entity or permit any such entity to consolidate with or merge into the Company (if the Company is not the surviving entity), unless such other entity shall expressly assume in writing and will be bound by all the terms of this Warrant and the Agreement. If any event occurs as to which the provisions of Sections 5, 6 or 7 hereof are strictly applicable and the application thereof would not, in full or the good faith judgment of the per share Exercise Price if Board of Directors of the total number of Warrant Shares issuable after Company, fairly protect the action upon the exercise of all purchase rights of the Warrants in full would exceed accordance with the total essential intent and principles of such provisions, then such Board shall make such adjustments in the application of such provisions, in accordance with such essential intent and principles, as shall be reasonably necessary, in the good faith opinion of such Board, to protect such purchase rights as aforesaid, but in no event shall any such adjustment have the effect of increasing the Exercise Price or decreasing the number of shares of Common Stock then authorized by the Company's certificate of incorporation and available for the purposes of issue upon such exercise. (c) The parties agree that the provisions of Section 6.1 shall be interpreted and applied so that there shall not be multiple adjustments, under different subsections of Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable subject to purchase upon exercise of this Warrant. Nothing contained in this Warrant shall prohibit the Company from issuing or selling securities in full with respect to a single dilutive event, in a fashion that would "double-count" such dilutive eventthe future.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) The Company will not, by amendment of its certificate Certificate of incorporation Incorporation, bylaws, the Stockholders Agreement, the Investors Rights Agreement or the terms of any class or series of its Capital Stock, or through any consolidationreorganization, merger, reorganizationrecapitalization, transfer of assets, dissolutionconsolidation, issue or sale of securities merger, share exchange, dissolution or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, including without limitation the Warrantsadjustments required under Section 6 hereof, but and will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders Holder against dilution or other impairmentimpairment pursuant to this Warrant. Without limiting the generality of the foregoingforegoing and notwithstanding any other provision of this Warrant to the contrary (including by way of implication), neither the Company nor any of its Subsidiaries (1as applicable) (a) will increase the par value of any shares of Common Stock receivable on the exercise of this Warrant above the amount payable therefor on such exercise, (b) will fail to take all such action as may be necessary or appropriate in order so that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on the exercise of the Warrants from time to time outstanding and (2) will not take any action that would result in an adjustment of the number of Warrant Shares issuable upon exercise of this Warrant in full or of the per share Exercise Price if the total number of Warrant Shares issuable after the action upon the exercise of all of the Warrants in full would exceed the total number of shares of Common Stock then authorized by the Company's certificate of incorporation this Warrant, and available for the purposes of issue upon such exercise. (c) The parties agree that will waive, or permit the provisions of Section 6.1 shall be interpreted and applied so that there shall not be multiple adjustmentswaiver of, under different subsections of Section 6.1, any right of the per share Exercise Price and number of Warrant Shares issuable upon exercise Holder as a holder of this Warrant under the Certificate of Incorporation, bylaws or the Stockholders Agreement (or the terms of any class or series of its Capital Stock) without the prior written consent of the Holder. The Holder acknowledges and agrees that nothing in full with respect to a single dilutive event, this Section 7 shall prohibit the Company from engaging in a fashion that would "double-count" such dilutive eventany Deemed Liquidation Event or taking any actions related thereto.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) The Company will not, by amendment of its certificate of incorporation governance documents or through any consolidationreorganization, mergerreclassification, reorganizationmodification, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrantsthis Warrant, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders Holder of this Warrant against dilution (for which an adjustment hereunder is not specifically provided and which would have the same type of adverse financial effect on the Holder as that for which an anti-dilution adjustment is specifically provided hereunder) or other impairment. Without limiting the generality of the foregoing, the Company (1a) will at all times reserve and keep available the maximum number of its authorized Shares, free from all preemptive rights therein, which number of authorized Shares will be sufficient to permit the full exercise of this Warrant, and (b) will take all such action as may be necessary or appropriate in order that all Shares as may be issued pursuant to the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on the exercise of the Warrants from time to time outstanding and (2) will not take any action that would result in an adjustment of the number of Warrant Shares issuable upon exercise of this Warrant in full or of will, upon issuance, be duly and validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the per share Exercise Price if the total number of Warrant Shares issuable after the action upon the exercise of all of the Warrants in full would exceed the total number of shares of Common Stock then authorized by the Company's issue thereof. The Company will not amend its certificate of incorporation in any manner which would affect the Shares into which the Warrants are exercisable in a manner that is different than the effect which such amendment would have on other Shares (and available for the purposes of issue upon such exercise. (c) The parties agree that the provisions of Section 6.1 shall be interpreted and applied so that there shall not be multiple adjustments, under different subsections of Section 6.1, is adverse in respect of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect to a single dilutive event, in a fashion that would "double-count" such dilutive eventShares).

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) The Company will notNo Borrower shall, by amendment of its certificate articles of incorporation or other constituent documents or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrants, but will Transaction Documents. The Borrowers shall at all times in reasonable good faith assist in the carrying out of all such terms terms, and in the taking of all such action action, as may be necessary or appropriate in order to protect the rights of the Warrantholders holders of Securities against dilution or other impairment. Without limiting the generality of the foregoing, Coachmen (a) shall not permit the Company par value or the determined or stated capital of any shares of Common Stock receivable upon the conversion of the Tranche B Notes and the exercise of the Warrants to exceed the amount payable therefor upon such conversion or exercise; (1b) will shall take all such action as may be necessary or appropriate in order that the Company Coachmen may validly and legally issue fully paid and nonassessable shares of Common Stock on Stock, free from all Taxes, Liens and charges with respect to the issue thereof, upon the conversion of the Notes and the exercise of the Warrants from time to time outstanding and outstanding; (2c) will shall not take any action that would result which results in an any adjustment of the number of Warrant Shares issuable upon exercise of this Warrant in full or price of the per share Exercise Price Warrants or the conversion price of the Tranche B Notes if the total number of Warrant Shares shares of Common Stock issuable after the action upon the exercise of the Warrants and the conversion of all of the Warrants in full Tranche B Notes would exceed the total number of shares of Common Stock then authorized by the Company's certificate Coachmen’s Articles of incorporation Incorporation and available for the purposes purpose of issue upon such exercise. conversion; and (cd) The parties agree that the provisions of Section 6.1 shall be interpreted and applied so that there shall not be multiple adjustmentsissue any Capital Stock of any class that is preferred as to dividends or as to distribution of assets upon voluntary or involuntary dissolution, under different subsections of Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect to a single dilutive event, in a fashion that would "doubleliquidation or winding-count" such dilutive eventup.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrantsthis Warrant, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders holder of this Warrant against dilution or other impairment. Without limiting the generality of the foregoing, the Company (1a) will not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed the amount payable therefor upon such exercise, (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock stock on the exercise of the Warrants from time to time outstanding and outstanding, (2c) will not take any action that would result which results in an any adjustment of the number of Warrant Shares issuable upon exercise of this A Price or Warrant in full or of the per share Exercise B Price if the total number of Warrant Shares shares of Common Stock (or Other Securities) or Preferred Stock issuable after the action upon the exercise of all of the Warrants in full would exceed the total number of shares of Common Stock (or Other Securities) or Preferred Stock then authorized by the Company's certificate of incorporation and available for the purposes purpose of issue upon such exercise. , and (cd) The parties agree that will not issue any capital stock of any class which is preferred as to dividends or as to the provisions distribution of Section 6.1 assets upon voluntary or involuntary dissolution, liquidation or winding-up, unless the rights of the holders thereof shall be interpreted and applied so that there shall not be multiple adjustments, under different subsections of Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect limited to a single dilutive eventfixed sum or percentage of par value or a sum determined by reference to a formula based on a published index of interest rates, an interest rate publicly announced by a financial institution or a similar indicator of interest rates in respect of participation in dividends and to a fashion that would "double-count" fixed sum or percentage of par value in any such dilutive eventdistribution of assets.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 14 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to in accordance with the essential intent and principles of such SectionSection 14, then, in each such case, appropriate the Company shall appoint an investment banking firm of recognized national standing, or any other financial expert that does not (or whose directors, officers, employees, affiliates or stockholders do not) have a direct or material indirect financial interest in the Company or any of its subsidiaries, who has not been, and, at the time it is called upon to give independent financial advice to the Company, is not (and none of its directors, officers, employees, affiliates or stockholders are) a promoter, director or officer of the Company or any of its subsidiaries, which shall give their opinion upon the adjustment, if any, on a basis consistent with the essential intent and principles established in Section 14, necessary to preserve, without dilution, the purchase rights, represented by the Warrants. Upon receipt of such opinion, the Company will promptly mail a copy thereof to the holders of the Warrants and shall make the adjustments shall be made so as to preserve those rights without dilution but also without enlargementdescribed therein. (b) The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrants, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders holder of the Warrants against dilution or other impairment. Without limiting the generality of the foregoing, the Company (1) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on the exercise of the Warrants from time to time outstanding and (2) will not take any action that would result which results in an any adjustment of the number of Warrant Shares issuable upon exercise of this Warrant in full or of the per share Exercise Price if the total number of Warrant Shares issuable after the action upon the exercise of all of the Warrants in full would exceed the total number of shares of Common Stock then authorized by the Company's certificate of incorporation and available for the purposes of issue upon such exercise. (c. A consolidation, merger, reorganization or transfer of assets involving the Company covered by Section 14(j) The parties agree that the provisions of Section 6.1 shall be interpreted and applied so that there shall not be multiple adjustments, prohibited by or require any adjustment under different subsections of this Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect to a single dilutive event, in a fashion that would "double-count" such dilutive event15.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) The Company will shall not, by amendment of its certificate Certificate of incorporation Incorporation after the issuance of this Warrant or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrantsthis Warrant, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders Holder of this Warrant against dilution or other impairment. Without limiting the generality of the foregoing, the Company (1a) will shall not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed the amount payable therefor upon such exercise, (b) shall take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock stock, free from all taxes, liens, security interests, encumbrances, preemptive rights and charges on the exercise of the Warrants from time to time outstanding and outstanding, or (2c) will shall not take any action that would result which results in an any adjustment of the number of Class D Warrant Shares issuable upon exercise of this Warrant in full or of the per share Exercise Price and the Warrant Quantity if the total number of Warrant Shares shares of Class C Common Stock (or Other Securities) issuable after the action upon the exercise of all of the Warrants in full would exceed the total number of shares of Class C Common Stock (or Other Securities) then authorized by the Company's certificate Certificate of incorporation Incorporation and available for the purposes purpose of issue upon such exercise. (c) The parties agree that the provisions of Section 6.1 shall be interpreted and applied so that there shall not be multiple adjustments, under different subsections of Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect to a single dilutive event, in a fashion that would "double-count" such dilutive event.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) The Company will not, by amendment ------------------------- of its certificate articles of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrantsthis Agreement, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders holders of Warrants against dilution or other impairment. Without limiting the generality of the foregoing, the Company (1a) will not permit the par value of any shares of stock receivable upon the exercise of Warrants to exceed the amount payable therefor upon such exercise, and, if the Exercise Price in effect at any time shall be reduced to such par value, the Company will promptly cause the par value of such shares to be reduced to $0.01, (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on stock upon the exercise of all of the Warrants from time to time outstanding and outstanding, (2c) will not take any action that would result which results in an any adjustment of the number of Warrant Shares issuable upon exercise of this Warrant in full or of the per share Exercise Price if the total number of Warrant Shares shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of the Warrants in full would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Company's certificate of incorporation and available for the purposes purpose of issue upon such exercise. , (cd) The parties agree that will not issue any capital stock of any class which has the provisions right to more than one vote per Warrant Agreement ----------------- share and (e) will not issue any security other than Common Stock unless the rights of Section 6.1 the holders thereof shall be interpreted and applied so that there shall not be multiple adjustments, under different subsections of Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect limited to a single dilutive eventfixed sum or percentage of par value or a sum determined by reference to a formula based on a published index of interest rates, an interest rate publicly announced by a financial institution or a similar indicator of interest rates in respect of interest or participation in dividends and to a fashion that would "double-count" such dilutive eventfixed sum or percentage of par value as principal or in any distribution of assets.

No Dilution or Impairment. (a) Capital and Ownership Structure. If ----------------------------------------------------------- any event shall occur as to which the provisions of Section 6.1 10 are not strictly applicable but the failure to make any adjustment would adversely affect the rights (including all purchase rights rights) represented by the Warrants contrary to in accordance with the essential intent and principles of such Section, then, in each such case, appropriate the Company shall appoint, at its own expense, an investment banking firm of recognized national standing that does not have a direct or material indirect financial interest in the Company or any of its subsidiaries, who has not been, and, at the time it is called upon to give independent financial advice to the Company, is not (and none of its directors, officers, employees, affiliates or stockholders are) a promoter, director or officer of the Company or any of its subsidiaries, which shall give their opinion upon the adjustment, if any, on a basis consistent with the essential intent and principles established in Section 10, necessary to preserve, without dilution, the purchase rights, represented by this Agreement and the Warrants. Upon receipt of such opinion, the Company will promptly mail a copy thereof to the holders of the Warrants and shall make the adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) described therein. The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrants, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders holders of the Warrants against dilution or other impairment. Without limiting the generality of the foregoing, the Company (1) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on the exercise of the Warrants from time to time outstanding and (2) will not take any action that would result which results in an any adjustment of the number of Warrant Shares issuable upon exercise of this Warrant in full or of the per share Exercise Price Rate if the total number of Warrant Shares issuable after the such action upon the exercise of all of the Warrants in full would exceed the total number of shares of Common Stock then authorized by the Company's certificate of incorporation and available for the purposes of issue upon such exercise. (c. A consolidation, merger, reorganization or transfer of assets involving the Company covered by Section 10(m) The parties agree that the provisions of Section 6.1 shall be interpreted and applied so that there shall not be multiple adjustments, prohibited by or require any adjustment under different subsections of this Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect to a single dilutive event, in a fashion that would "double-count" such dilutive event11.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of this Section 6.1 4 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase ownership interest in Holdings and rights represented by the Warrants contrary to Shares in accordance with the essential intent and principles of such this Section, then, in each such case, appropriate Holdings shall appoint an investment banking firm of recognized national standing, or any other financial expert that does not (or whose directors, officers, employees, affiliates or stockholders do not) have a direct or material indirect financial interest in Holdings or any of its subsidiaries, who has not been, and, at the time it is called upon to give independent financial advice to Holdings, is not (and none of its directors, officers, employees, affiliates or stockholders are) a promoter, director or officer of Holdings or any of its subsidiaries, which shall give their opinion upon the adjustment, if any, on a basis consistent with the essential intent and principles established in this Section 4, necessary to preserve, without dilution, the ownership interest in Holdings and other rights represented by each Share. Upon receipt of such opinion, Holdings will promptly mail a copy thereof to the holders of the Shares and shall make the adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) The Company described therein. Holdings will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrantsthis Agreement, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of each holder of the Warrantholders Shares against dilution or other impairment. Without limiting the generality of the foregoing, the Company Holdings (1) will take all such action as may be necessary or appropriate in order that the Company Holdings may validly and legally issue fully paid and nonassessable shares of Common Stock on the exercise of the Warrants Adjustment Rights from time to time outstanding and (2) will not take any action that would result which results in an any adjustment of the number of Warrant Shares issuable upon exercise of this Warrant in full or of the per share Exercise Price such Adjustment Rights if the total number of Warrant Shares issuable after the action upon the exercise of all of the Warrants in full Adjustment Rights would exceed the total number of shares of Common Stock then authorized by the Company's Holdings' certificate of incorporation and available for the purposes of issue upon such exercise. (c. A consolidation, merger, reorganization or transfer of assets involving the Company covered by Section 4(i) The parties agree that the provisions of Section 6.1 shall be interpreted and applied so that there shall not be multiple adjustments, prohibited by or require any adjustment under different subsections of Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect to a single dilutive event, in a fashion that would "double-count" such dilutive eventsubsection (1).

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrantsthis Warrant, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders Investor against dilution or other impairment. Without limiting the generality of the foregoing, the Company (1a) will not increase the par value of any Shares receivable on the exercise of this Warrant above the amount payable therefor on such exercise, (b) will at all times reserve and keep available out of its authorized capital stock, solely for the purpose of issue upon exercise of this Warrant as herein provided, such number of shares of Common Stock as shall then be issuable upon exercise of this Warrant in full and shall take all such action as may be necessary or appropriate in order that the Company may all shares of Common Stock that shall be so issuable shall be duly and validly issued and legally issue fully paid and nonassessable shares of Common Stock on and free from all taxes, liens and charges with respect to the exercise of the Warrants from time to time outstanding and issue thereof, (2c) will not take any action that would result in an adjustment of the number of Warrant Shares issuable upon exercise of this Warrant in full effect a subdivision or of the per share Exercise Price if the total number of Warrant Shares issuable after the action upon the exercise of all of the Warrants in full would exceed the total number split up of shares of Common Stock then authorized by the Company's certificate of incorporation and available for the purposes of issue upon such exercise. (c) The parties agree that the provisions of Section 6.1 shall be interpreted and applied so that there shall not be multiple adjustments, under different subsections of Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full or similar transaction with respect to any class of the Common Stock without effecting an equivalent transaction with respect to all other classes of Common Stock, and (d) will not issue any capital stock of any class which is preferred as to dividends or as to the distribution of assets upon voluntary or involuntary dissolution, liquidation or winding up, unless the rights of the holders thereof shall be limited to a single dilutive event, fixed sum or percentage of par value in a fashion that would "double-count" respect of participation in dividends and in any such dilutive eventdistribution of assets.

No Dilution or Impairment. (a) If any event shall occur as ------------------------- to which the provisions of Section 6.1 13 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to in accordance with the essential intent and principles of such Section, then, in each such case, appropriate the Company shall appoint an Independent Financial Advisor, which shall give their opinion upon the adjustment, if any, on a basis consistent with the essential intent and principles established in Section 13, necessary to preserve, without dilution, the purchase rights, represented by this Warrant. Upon receipt of such opinion, the Company will promptly mail a copy thereof to the holders of the Warrants and shall make the adjustments shall be made so as to preserve those rights without dilution but also without enlargementdescribed therein. (b) The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrants, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders holder of the Warrants against dilution or other impairment. Without limiting the generality of the foregoing, the Company (1) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on the exercise of the Warrants from time to time outstanding and (2) will not take any action that would result which results in an any adjustment of the number of Warrant Shares issuable upon exercise of this Warrant in full or of the per share Exercise Price if the total number of Warrant Shares issuable after the action upon the exercise of all of the Warrants in full would exceed the total number of shares of Common Stock then authorized by the Company's certificate of incorporation and available for the purposes of issue upon such exercise. (c. A consolidation, merger, reorganization or transfer of assets involving the Company covered by Section 13(m) The parties agree that the provisions of Section 6.1 shall be interpreted and applied so that there shall not be multiple adjustments, prohibited by or require any adjustment under different subsections of this Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect to a single dilutive event, in a fashion that would "double-count" such dilutive event14.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrants, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders against dilution or other impairment. Without limiting the generality of the foregoing, the Company (1) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on the exercise of the Warrants from time to time outstanding and (2) will not take any action that would result in an adjustment of the number of Warrant Shares issuable upon exercise of this Warrant in full or of the per share Exercise Price if the total number of Warrant Shares issuable after the action upon the exercise of all of the Warrants in full would exceed the total number of shares of Common Stock then authorized by the Company's certificate of incorporation and available for the purposes of issue upon such exercise. (c) The parties agree that the provisions of Section 6.1 shall be interpreted and applied so that there shall not be multiple adjustments, under different subsections of Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect to a single dilutive event, in a fashion that would "double-count" such dilutive event.Shares

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrantsthis Warrant, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders holder of this Warrant against dilution or other impairment. Without limiting the generality of the foregoing, the Company (1a) will not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed the amount payable therefor upon such exercise, (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock stock on the exercise of the Warrants from time to time outstanding and outstanding, (2c) will not take any action that would result which results in an any adjustment of the number of Warrant Shares issuable upon exercise of this Warrant in full or of the per share Exercise Price if the total number of Warrant Shares shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of the Warrants in full would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Company's ’s certificate of incorporation and available for the purposes purpose of issue upon such exercise. , and (cd) The parties agree that will not issue any capital stock of any class which is preferred as to dividends or as to the provisions distribution of Section 6.1 assets upon voluntary or involuntary dissolution, liquidation or winding-up, unless the rights of the holders thereof shall be interpreted and applied so that there shall not be multiple adjustments, under different subsections of Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect limited to a single dilutive eventfixed sum or percentage of par value or a sum determined by reference to a formula based on a published index of interest rates, an interest rate publicly announced by a financial institution or a similar indicator of interest rates in respect of participation in dividends and to a fashion that would "double-count" fixed sum or percentage of par value in any such dilutive eventdistribution of assets.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrantsthis Warrant, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders holder of this Warrant against dilution or other impairment. Without limiting the generality of the foregoing, the Company (1a) will not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed the amount payable therefor upon such exercise, (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock stock on the exercise of the Warrants from time to time outstanding and outstanding, (2c) will not take any action that would result which results in an any adjustment of the number of Warrant Shares issuable upon exercise of this Warrant in full or of the per share Exercise Price if the total number of Warrant Shares shares of Preferred Stock (or Other Securities) issuable after the action upon the exercise of all of the Warrants in full would exceed the total number of shares of Common Preferred Stock (or Other Securities) then authorized by the Company's ’s certificate of incorporation and available for the purposes purpose of issue upon such exercise. , and (cd) The parties agree that will not issue any capital stock of any class which is preferred as to dividends or as to the provisions distribution of Section 6.1 assets upon voluntary or involuntary dissolution, liquidation or winding-up, unless the rights of the holders thereof shall be interpreted and applied so that there shall not be multiple adjustments, under different subsections of Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect limited to a single dilutive eventfixed sum or percentage of par value or a sum determined by reference to a formula based on a published index of interest rates, an interest rate publicly announced by a financial institution or a similar indicator of interest rates in respect of participation in dividends and to a fashion that would "double-count" fixed sum or percentage of par value in any such dilutive eventdistribution of assets.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 14 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to in accordance with the essential intent and principles of such SectionSection 14, then, in each such case, appropriate the Company shall appoint an investment banking firm of recognized national standing, or any other financial expert that does not (or whose directors, officers, employees, affiliates or stockholders do not) have a direct or material indirect financial interest in the Company or any of its subsidiaries, who has not been, and, at the time it is called upon to give independent financial advice to the Company, is not (and none of its directors, officers, employees, affiliates or stockholders are) a promoter, director or officer of the Company or any of its subsidiaries, which shall give their opinion upon the adjustment, if any, on a basis consistent with the essential intent and principles established in Section 14, necessary to preserve, without dilution, the purchase rights, represented by the Warrants. Upon receipt of such opinion, the Company will promptly mail a copy thereof to the holders of the Warrants and shall make the adjustments shall be made so as to preserve those rights without dilution but also without enlargementdescribed therein. (b) The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrants, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders holder of the Warrants against dilution or other impairment. Without limiting the generality of the foregoing, the Company (1) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on the exercise of the Warrants from time to time outstanding and (2) will not take any action that would result which results in an any adjustment of the number of Warrant Shares issuable upon exercise of this Warrant in full or of the per share Exercise Price if the total number of Warrant Shares issuable after the action upon the exercise of all of the Warrants in full would exceed the total number of shares of Common Stock then authorized by the Company's certificate of incorporation and available for the purposes of issue upon such exercise. (c. A consolidation, merger, reorganization or transfer of assets involving the Company covered by Section 14(i) The parties agree that the provisions of Section 6.1 shall be interpreted and applied so that there shall not be multiple adjustments, prohibited by or require any adjustment under different subsections of this Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect to a single dilutive event, in a fashion that would "double-count" such dilutive event15.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) The Company will not, by amendment of its certificate of incorporation the LLC Agreement or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue issuance or sale of securities or any other voluntary actionaction or omission, avoid or seek to avoid the observance or performance of any of the terms of this Agreement or any of the WarrantsWarrants issued hereunder, but will at all times in reasonable good faith assist in the carrying out of observe and perform all such terms and in the taking of take all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders each holder of a Warrant against dilution or other impairmentimpairment of the kind provided herein; provided, however, that, subject to compliance with the applicable provisions of this Agreement, the Company shall not be prohibited by this Article 8 or by any provision of this Agreement from making decisions providing for, inter alia, any Sale Transaction or any other transaction which, in the judgment of the members, is in the best interests of the Company and its members. Without limiting the generality of the foregoing, the Company (1a) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on Units upon the exercise of all of the Warrants from time to time outstanding and outstanding, (2b) will not take any action that would result results in an any adjustment of the number of Warrant Shares issuable Units upon exercise of this Warrant in full or of the per share Exercise Price Warrants if the total number of Warrant Shares Units issuable after the action upon the exercise of all of the Warrants in full would exceed the total number of shares of Common Stock Units then authorized to be issued by the Company's certificate LLC Agreement to the extent that the authorization of incorporation and available for the purposes of issue upon such exercise. issuance is required to be so authorized, (c) The parties agree will not issue any class of membership interests that is preferred as to the provisions distribution of Section 6.1 shall assets upon voluntary or involuntary dissolution, liquidation or winding-up, unless such stock is sold for a cash consideration at least equal to the amount of such preference upon voluntary or involuntary dissolution, liquidation or winding-up and (d) use its best efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be interpreted and applied so that there shall not be multiple adjustments, necessary to enable the Company to perform its obligations under different subsections of Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect to a single dilutive event, in a fashion that would "double-count" such dilutive eventAgreement.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrantsthis Warrant, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as the Company in good faith shall determined may be necessary or appropriate in order to protect the rights of the Warrantholders holder of this Warrant against dilution or other impairment. Without limiting the generality of the foregoing, the Company (1a) will not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed the amount payable therefor upon such exercise, and, if the Warrant Price in effect at any time shall be reduced to such par value, the Company will promptly cause the par value of such shares to be reduced to $0.01, (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on stock upon the exercise of all of the Warrants from time to time outstanding and outstanding, (2c) will not take any action that would result which results in an any adjustment of the number of Warrant Shares issuable upon exercise of this Warrant in full or of the per share Exercise Price if the total number of Warrant Shares shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of the Warrants in full would exceed the total number of shares of Common Stock (or other Securities) then authorized by the Company's certificate of incorporation and available for the purposes purpose of issue upon such exercise. exercise and, (cd) The parties agree that will not issue any capital stock of any class which has the provisions of Section 6.1 shall be interpreted and applied so that there shall not be multiple adjustments, under different subsections of Section 6.1, of the right to more than one vote per share Exercise Price and number or which is preferred as to dividends or as to the distribution of Warrant Shares issuable assets upon exercise voluntary or involuntary dissolution, liquidation or winding-up, unless such stock is sold for a cash consideration at least equal to the amount of this Warrant in full with respect to a single dilutive event, in a fashion that would "double-count" such dilutive event.its

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrantshereof, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be reasonably necessary or appropriate in order to protect the rights of the Warrantholders Holders of this Warrant against dilution in respect of which the Holders are not fully protected by this Section 2 or other impairment. Without limiting the generality of the foregoing, the Company Company (1a) will not permit the par value, if any, of any shares of Common Stock receivable upon the exercise of the Warrant to exceed the amount payable therefor upon such exercise, (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock stock on the exercise of the Warrants Warrant from time to time outstanding and outstanding, (2c) will not take any action that would result which results in an any adjustment of the number of Warrant Shares issuable upon exercise of this Warrant in full or of the per share Exercise Price if the total number of Warrant Shares shares of Common Stock (or Other Securities) issuable after the such action upon the complete exercise of all of the Warrants in full Warrant would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Company's certificate articles of incorporation and available for the purposes purpose of issue upon such exercise., and (cd) The parties agree will not (i) issue any equity securities (other than Common Stock or Convertible Securities) that participate with the provisions shares of Section 6.1 shall be interpreted and applied so that there shall not be multiple adjustmentsCommon Stock in dividends, under different subsections distributions and/or other rights ("Other Dilutive Securities"), or (ii) declare or make dividends or distributions (whether of Section 6.1, evidences of indebtedness of the per share Exercise Price and number Company, cash, assets or securities, including, without limitation, options, warrants or other rights to acquire Common Stock) in respect of Warrant Shares issuable upon exercise of this Warrant in full with respect to a single dilutive eventany Other Dilutive Securities or Convertible Securities, unless, in a fashion that would "double-count" each case, this Section 2 is first amended so as to provide the Holders of the Warrant with full protection against dilution caused by or resulting from such dilutive eventissuances, dividends or distributions.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrantsthis Option, but will at all times in reasonable good faith assist in the carrying out of all such of the terms and in the taking of all such action as may be actions necessary or appropriate in order to protect the rights of the Warrantholders against dilution or other impairmentHolder. Without limiting the generality of the foregoing, the Company Company: (1a) will not permit the par value of any shares of Series A Stock receivable upon the exercise of this Option (or the shares of Common Stock thereunder) to exceed the amount payable therefor upon exercise, (b) will take all such action as may be actions necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Series A Stock (or the shares of Common Stock thereunder) on the exercise of the Warrants from time to time outstanding Option and (2c) will not take any action that would result which results in an any adjustment of the number of Warrant Shares issuable upon exercise of this Warrant in full or of the per share Exercise Unit Price if the total number of Warrant Shares shares of Series A Stock (or the shares of Common Stock thereunder) issuable after the action upon the exercise of all of the Warrants in full Option would exceed the total number of shares of Series A Stock or Common Stock then authorized by the Company's certificate of incorporation and available for the purposes purpose of issue issuance upon such exercise. (c) 6.2 The parties agree that the provisions of Section 6.1 shall be interpreted and applied so that there shall not be multiple adjustments, under different subsections of Section 6.1, of the per share Exercise Price and number of Warrant Shares shares of Series A Stock issuable upon exercise of this Warrant the Option may increase substantially in full with respect certain circumstances. The Company acknowledges that its obligation to a single dilutive event, in a fashion issue shares of Series A Stock (or the shares of Common Stock thereunder) issuable upon exercise of the Option is binding upon it and enforceable regardless of the dilution that would "double-count" such dilutive eventissuance may have on the ownership interests of other stockholders.

No Dilution or Impairment. (a) Capital and Ownership ------------------------------------------------ Structure. If any event shall occur as to which the provisions of Section 6.1 10 are --------- not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to in accordance with the essential intent and principles of such Section, then, in each such case, appropriate the Company shall appoint an investment banking firm of recognized national standing that does not have a direct or material indirect financial interest in the Company or any of its subsidiaries, which has not been, and, at the time it is called upon to give independent financial advice to the Company, is not (and none of its directors, officers, employees, affiliates or stockholders are) a promoter, director or officer of the Company or any of its subsidiaries, which shall give their opinion upon the adjustment, if any, on a basis consistent with the essential intent and principles established in Section 10, necessary to preserve, without dilution, the purchase rights represented by the Warrants. Upon receipt of such opinion, the Company will promptly mail a copy thereof to the holders of the Warrants and shall make the adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) described therein. The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrants, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders holder of the Warrants against dilution or other impairment. Without limiting the generality of the foregoing, the Company (1a) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on the exercise of the Warrants from time to time outstanding and (2b) will not take any action that would result which results in an any adjustment of the number of Warrant Shares issuable upon exercise of this Warrant in full or of the per share Exercise Price if the total number of Warrant Shares issuable after the action upon the exercise of all of the Warrants in full would exceed the total number of shares of Common Stock then authorized by the Company's certificate of incorporation and available for the purposes of issue upon such exercise. (c. A consolidation, merger, reorganization or transfer of assets involving the Company covered by Section 10(m) The parties agree that the provisions of Section 6.1 shall be interpreted and applied so that there shall not be multiple adjustments, prohibited by or require any adjustment under different subsections of this Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect to a single dilutive event, in a fashion that would "double-count" such dilutive event12.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) The Company will not, by amendment of its certificate of incorporation charter or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrants, but will at all times in reasonable good faith assist in the carrying carry out of all such terms and in the taking of take all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders holders of the Warrants against dilution or other impairment. Without limiting the generality of the foregoing, the Company (1a) will 54 12 not permit the par value of any shares of stock receivable upon the exercise of the Warrants to exceed the amount payable therefor upon such exercise, (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue issue, free from preemptive rights, fully paid and nonassessable non-assessable shares of Common Stock on stock upon the exercise of the all Warrants from time to time outstanding and outstanding, (2c) will not take any action that would result which results in an any adjustment of the number of Warrant Shares issuable upon exercise of this Warrant in full or of the per share Exercise Price if the total number of Warrant Shares shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of the Warrants in full would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Company's certificate of incorporation charter and available for the purposes purpose of issue upon such exercise. , and (cd) The parties agree that will not issue any capital stock of any class which is preferred as to dividends or as to the provisions distribution of Section 6.1 assets upon voluntary or involuntary dissolution, liquidation or winding-up, unless the rights of the holders thereof shall be interpreted and applied so that there shall not be multiple adjustments, under different subsections of Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect limited to a single dilutive event, fixed sum or percentage of par value in a fashion that would "double-count" respect of participation in dividends and in any such dilutive eventdistribution of assets.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) The Company will shall not, by amendment of its certificate the Restated Charter after the issuance of incorporation this Warrant or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrantsthis Warrant, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders Holder of this Warrant against dilution or other impairment. Without limiting the generality of the foregoing, the Company (1a) will shall not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed the amount payable therefor upon such exercise, (b) shall take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock stock, free from all taxes, liens, security interests, encumbrances, preemptive rights and charges on the exercise of the Warrants from time to time outstanding and outstanding, or (2c) will shall not take any action that would result which results in an any adjustment of the number of Class G Warrant Shares issuable upon exercise of this Warrant in full or of the per share Exercise Price and the Warrant Quantity if the total number of Warrant Shares shares of Class C Common Stock (or Other Securities) issuable after the action upon the exercise of all of the Warrants in full would exceed the total number of shares of Class C Common Stock (or Other Securities) then authorized by the Company's certificate of incorporation Restated Charter and available for the purposes purpose of issue upon such exercise. (c) The parties agree that the provisions of Section 6.1 shall be interpreted and applied so that there shall not be multiple adjustments, under different subsections of Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect to a single dilutive event, in a fashion that would "double-count" such dilutive event.

No Dilution or Impairment. (a) If any event TheCompany shall occur as to which the provisions of Section 6.1 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrantsthis Warrant, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders Warrantholder against dilution or other impairment. Without limiting the generality of the foregoing, the Company (1i) will shall not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed the amount payable therefor upon such exercise, (ii) shall take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock stock, free from all taxes, liens, security interests, encumbrances, preemptive rights and charges on the exercise of the Warrants from time to time outstanding outstanding, and (2iii) will shall not take any action that would result which results in an any adjustment of the number of Warrant Shares issuable upon exercise of this Warrant in full or of the per share Exercise Price if the total number of Warrant Shares shares of Common Stock issuable after the action upon the exercise of all of the Warrants in full if such number of issuable shares would exceed the total number of shares of Common Stock then Stockthen authorized by the Company's certificate of incorporation and available for the purposes purpose of issue upon such exercise. The Company shall provide Warrantholder with prior written notice of any issuance of its stock or other equity security to occur after the Effective Date of this Agreement, which notice shall include (a) the price at which such stock or security is to be sold, (b) the number of shares to be issued, and (c) The parties agree such other information as necessary for Warrantholder to determine if a dilutive event has occurred or will occur. For the avoidance of doubt, in the event that the provisions of Section 6.1 a dilutive event is to take place, this Warrant shall be interpreted and applied adjusted appropriately so that there shall not be multiple adjustments, under different subsections of Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect as to a single dilutive event, in a fashion that would "double-count" such dilutive eventmaintain Warrantholder’s Applicable Percentage.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 14 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to in accordance with the essential intent and principles of such SectionSection 14, then, in each such case, appropriate the Company shall appoint an investment banking firm of recognized national standing, or any other financial expert that does not (or whose directors, officers, employees, affiliates or stockholders do not) have a direct or material indirect financial interest in the Company or any of its subsidiaries, who has not been, and, at the time it is called upon to give independent financial advice to the Company, is not (and none of its directors, officers, employees, affiliates or stockholders are) a promoter, director or officer of the Company or any of its subsidiaries, which shall give their opinion upon the adjustment, if any, on a basis consistent with the essential intent and principles established in Section 14, necessary to preserve, without dilution, the purchase rights, represented by the Warrants. Upon receipt of such opinion, the Company will promptly mail a copy thereof to the holders of the Warrants and shall make the adjustments shall be made so as to preserve those rights without dilution but also without enlargementdescribed therein. (b) The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrants, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders holder of the Warrants against dilution or other impairment. Without limiting the generality of the foregoing, the Company (1) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on the exercise of the Warrants from time to time outstanding and (2) will not take any action that would result which results in an any adjustment of the number of Warrant Shares issuable upon exercise of this Warrant in full or of the per share Exercise Price if the total number of Warrant Shares issuable after the action upon the exercise of all of the Warrants in full would exceed the total number of shares of Common Stock then authorized by the Company's certificate of incorporation and available for the purposes of issue upon such exercise. (c. A consolidation, merger, reorganization or transfer of assets involving the Company covered by Section 14(m) The parties agree that the provisions of Section 6.1 shall be interpreted and applied so that there shall not be multiple adjustments, prohibited by or require any adjustment under different subsections of this Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect to a single dilutive event, in a fashion that would "double-count" such dilutive event15.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue issuance or sale of securities or any other voluntary actionaction or omission, avoid or seek to avoid the observance or performance of any of the terms of this Agreement or any of the WarrantsWarrants issued hereunder, but will at all times in reasonable good faith assist in the carrying out of observe and perform all such terms and in the taking of take all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders each holder of a Warrant against dilution or other impairment. Without limiting the generality of the foregoing, the Company (1a) will not permit the par value of any shares of stock receivable upon the exercise of any Warrant to exceed the amount payable therefor upon such exercise, (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on stock upon the exercise of all of the Warrants from time to time outstanding and outstanding, (2c) will not take any action that would result results in an any adjustment of the number of Warrant Shares issuable upon exercise of this Warrant in full or of the per share Exercise Purchase Price if the total number of Warrant Shares shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of the Warrants in full would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Company's certificate of incorporation and available for the purposes purpose of issue issuance upon such exercise. exercise and (cd) The parties agree will not issue any capital stock of any class that (x) has the provisions right to more than one vote per share or (y) is preferred as to dividends or as to the distribution of Section 6.1 assets upon voluntary or involuntary dissolution, liquidation or winding-up, unless such stock is sold for a cash consideration at least equal to the amount of its preference upon voluntary or involuntary dissolution, liquidation or winding-up and the rights of the holders thereof shall be interpreted and applied so that there shall not be multiple adjustments, under different subsections of Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect limited to a single dilutive event, fixed per centage (not exceeding 15%) of such cash consideration in a fashion that would "double-count" such dilutive eventrespect of participation in dividends.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) The Company will not, by amendment of its certificate Certificate of incorporation Incorporation or through any consolidation, merger, reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the WarrantsWarrant, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders holder of the Warrant against dilution or other impairmentdilution. Without limiting the generality of the foregoing, the Company (1i) will not increase the par value of any shares of stock receivable on the exercise of the Warrant above the amount payable therefor on such exercise, (ii) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable non-assessable shares of Common Stock stock on the exercise of the Warrants Warrant from time to time outstanding outstanding, including by (A) preparing an Information Statement on Schedule 14C (the “Information Statement”) relating to the approval by written consent of the issuance of the Warrant Shares under this Warrant, and all other shares issuable by the Company pursuant to other instruments dated as of the date hereof, as required by Nasdaq Listing Rule 5635, (B) filing the Information Statement with the Securities and Exchange Commission (the “SEC”), (C) using its best efforts to cause the Information Statement to be cleared by the SEC as promptly as practicable and (2D) disseminating the Information Statement to the shareholders of the Company, and (iii) subject to Section 15, will not take transfer all or substantially all of its properties and assets to any action that would result other entity (corporate or otherwise), or consolidate with or merge into any other entity or permit any such entity to consolidate with or merge with the Company (if the Company is not the surviving entity), unless such other entity shall expressly assume in an adjustment of writing and will be bound by all the number of Warrant Shares issuable upon exercise terms of this Warrant in full or of and the per share Exercise Price if the total number of Warrant Shares issuable after the action upon the exercise of all of the Warrants in full would exceed the total number of shares of Common Stock then authorized by the Company's certificate of incorporation and available for the purposes of issue upon such exercisePurchase Agreement. (c) The parties agree that the provisions of Section 6.1 shall be interpreted and applied so that there shall not be multiple adjustments, under different subsections of Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect to a single dilutive event, in a fashion that would "double-count" such dilutive event.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) The Company will not, by amendment of its ------------------------- certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrantsthis Warrant, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders holder of this Warrant against dilution or other impairment. Without limiting the generality of the foregoing, the Company (1a) will not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed the amount payable therefor upon such exercise, (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock stock on the exercise of the Warrants from time to time outstanding and outstanding, (2c) will not take any action that would result which results in an any adjustment of the number of Warrant Shares issuable upon exercise of this Warrant in full or of the per share Exercise Price if the total number of Warrant Shares shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of the Warrants in full this Warrant would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Company's certificate of incorporation and available for the purposes purpose of issue upon such exercise. , and (cd) The parties agree that will not issue any capital stock of any class which is preferred as to dividends or as to the provisions distribution of Section 6.1 assets upon voluntary or involuntary dissolution, liquidation or winding-up, unless the rights of the holders thereof shall be interpreted and applied so that there shall not be multiple adjustments, under different subsections of Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect limited to a single dilutive eventfixed sum or percentage of par value or a sum determined by reference to a formula based on a published index of interest rates, an interest rate publicly announced by a financial institution or a similar indicator of interest rates in respect of participation in dividends and to a fashion that would "double-count" fixed sum or percentage of par value in any such dilutive eventdistribution of assets.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 10 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to in accordance with the essential intent and principles of such Section, then, in each such case, appropriate the Company shall appoint an investment banking firm of recognized national standing that does not (or whose directors, officers, employees, affiliates or stockholders do not) have a direct or material indirect financial interest in the Company or any of its Subsidiaries, who has not been, and, at the time it is called upon to give independent the opinion described below, is not (and none of its directors, officers, employees, affiliates or stockholders are) a promoter, director or officer of the Company or any of its Subsidiaries, which shall give its opinion upon the adjustment, if any, on a basis consistent with the essential intent and principles established in Section 10, necessary to preserve, without dilution, the purchase rights, represented by this Warrant. Upon receipt of such opinion, the Company will promptly mail a copy thereof to the Holders and shall make the adjustments shall be made so as to preserve those rights without dilution but also without enlargementdescribed therein. (b) The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrants, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders Holders against dilution or other impairment. Without limiting the generality of the foregoing, the Company (1) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on the exercise of the Warrants from time to time outstanding and (2) will not take any action that would result which results in an any adjustment of the number of Warrant Shares issuable upon exercise of this Warrant in full or of the per share Exercise Price if the total number of Warrant Shares issuable after the action upon the exercise of all of the Warrants in full would exceed the total number of shares of Common Stock then authorized by the Company's certificate of incorporation and available for the purposes of issue upon such exercise. (c. A consolidation, merger, reorganization or transfer of assets involving the Company covered by Section 10(1) The parties agree that the provisions of Section 6.1 shall be interpreted and applied so that there shall not be multiple adjustments, prohibited by or require any adjustment under different subsections of this Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect to a single dilutive event, in a fashion that would "double-count" such dilutive event11.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities (other than the shares of Common Stock and Preferred Stock issued on the date of the Closing under the Purchase Agreement and any securities issued upon conversion or exchange thereof) or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrantsthis Warrant, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders holder of this Warrant against dilution or other impairment. Without limiting the generality of the foregoing, the Company (1a) will not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed the amount payable therefor upon such exercise, (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on stock upon the exercise of all of the Warrants from time to time outstanding and outstanding, (2c) will not take any action that would result which results in an any adjustment of the number of Warrant Shares issuable upon exercise of this Warrant in full or of the per share Exercise Price if the total number of Warrant Shares shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of the Warrants in full would exceed the total number of shares of Common Stock (or other Securities) then authorized by the Company's certificate of incorporation and available for the purposes purpose of issue upon such exercise. exercise and, (cd) The parties agree that will not issue any capital stock of any class which has the provisions right to more than one vote per share or which is preferred as to dividends or as to the dis-tribution of Section 6.1 assets upon voluntary or involuntary dissolution, liquidation or winding-up, unless such stock is sold for a cash consideration at least equal to the amount of its preference upon voluntary or involuntary dissolution, liquidation or winding-up and the rights of the holders thereof shall be interpreted and applied so that there shall not be multiple adjustments, under different subsections of Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect limited to a single dilutive event, fixed percentage (not exceeding 15%) of such cash consideration in a fashion that would "double-count" such dilutive eventrespect of participation in dividends.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue issuance or sale of securities securities, or any other voluntary actionaction or omission, avoid or seek to avoid the observance or performance of any of the terms of this Agreement or any of the WarrantsWarrants issued hereunder, but will at all times in reasonable good faith assist in the carrying out of observe and perform all such terms and in the taking of take all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders each holder of a Warrant against dilution or other impairmentimpairment of the kind specified herein, provided, however, that, subject to compliance with the applicable provisions of this Agreement, the Company shall not be prohibited by this Article 8 or by any provision of this Agreement from making decisions providing for, inter alia, the merger or consolidation of the Company or the sale of its assets which transactions, in the judgment of the Company's board of directors, are in the best interests of the Company and its stockholders. Without limiting the generality of the foregoing, the Company (1a) will not permit the par value of any shares of stock receivable upon the exercise of any Warrant to exceed the amount payable therefor upon such exercise, (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on stock upon the exercise of all of the Warrants from time to time outstanding outstanding, and (2c) will not take any action that would result results in an any adjustment of the number of Warrant Shares shares issuable upon exercise of this Warrant in full the Warrants (or which entitles the holders of the per share Exercise Price Warrants to receive Other Securities upon such exercise) if the total number of Warrant Shares shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of the Warrants in full would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Company's certificate of incorporation and available for the purposes purpose of issue issuance upon such exercise. (c) The parties agree that the provisions of Section 6.1 shall be interpreted and applied so that there shall not be multiple adjustments, under different subsections of Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect to a single dilutive event, in a fashion that would "double-count" such dilutive event.

No Dilution or Impairment. (a) 9.1. If any event shall occur as to which the provisions of Section 6.1 8 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to in accordance with the essential intent and principles of such Section, then, in each such case, appropriate the Company shall appoint an Independent Financial Expert, which shall give its opinion upon the adjustment, if any, on a basis consistent with the essential intent and principles established in Section 8, necessary to preserve, without dilution, the purchase rights, represented by the Warrants. Upon receipt of such opinion, the Company will promptly file a copy thereof with the Warrant Agent, mail a copy thereof to the holders of the Warrants and make the adjustments shall be made so as to preserve those rights without dilution but also without enlargementdescribed therein. (b) 9.2. The Company will not, by amendment of its certificate articles of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrants, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders holder of the Warrants against dilution or other impairment. Without limiting the generality of the foregoing, the Company (1) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on the exercise of the Warrants from time to time outstanding and (2) will not take any action that would result which results in an any adjustment of the number of Warrant Shares issuable upon exercise of this Warrant in full or of the per share Exercise Price or the Warrant Number if the total number of Warrant Shares issuable after the action upon the exercise of all of the Warrants in full would exceed the total number of shares of Common Stock then authorized by the Company's certificate articles of incorporation and available for the purposes of issue upon such exercise. (c) The parties agree that the provisions of Section 6.1 shall be interpreted and applied so that there shall not be multiple adjustments, under different subsections of Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect to a single dilutive event, in a fashion that would "double-count" such dilutive event.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) The Company will not, by amendment of its certificate of incorporation Charter or through any consolidation, merger, reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrantsthis Warrant, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders holder of the Warrant as described herein, in the Securities Purchase Agreement or in any other Related Agreement, against dilution or other impairmentdilution. Without limiting the generality of the foregoing, the Company (1i) will not increase the par value of any shares of stock receivable on the exercise of the Warrant above the amount payable therefor on such exercise, (ii) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable non-assessable shares of Common Stock stock on the exercise of the Warrants Warrant from time to time outstanding and outstanding, (2iii) will not take issue any action that would result in an adjustment capital stock of any class which is preferred as to dividends or as to the distribution of assets upon voluntary or involuntary dissolution, liquidation or winding up, unless the rights of the number holders thereof shall be limited to a fixed sum or percentage of Warrant Shares issuable upon exercise par value in respect of this Warrant participation in full or dividends and in any such distribution of the per share Exercise Price if the total number of Warrant Shares issuable after the action upon the exercise of assets, (iv) will comply in all of the Warrants in full would exceed the total number of shares of Common Stock then authorized by the Company's certificate of incorporation and available for the purposes of issue upon such exercise. (c) The parties agree that respects with the provisions of Section 6.1 shall be interpreted and applied so that there shall not be multiple adjustments, under different subsections of Section 6.1, 8 of the per share Exercise Price Securities Purchase Agreement except to the extent such compliance may be waived by Section 17 of the Securities Purchase Agreement, and number (v) will not transfer all or substantially all of Warrant Shares issuable upon exercise its properties and assets to any other entity (corporate or otherwise), or consolidate with or merge into any other entity or permit any such entity to consolidate with or merge into the Company (if the Company is not the surviving entity), unless such other entity shall expressly assume in writing and will be bound by all the terms of this Warrant in full with respect to a single dilutive event, in a fashion that would "double-count" such dilutive eventand the Securities Purchase Agreement.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue issuance or sale of securities or any other voluntary actionaction or omission, avoid or seek to avoid the observance or performance of any of the terms of this Agreement or any of the WarrantsWarrants issued hereunder, but will at all times in reasonable good faith assist in the carrying out of observe and perform all such terms and in the taking of take all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders such holder of a Warrant against dilution or other impairmentimpairment of the kind specified herein; PROVIDED, HOWEVER, that, subject to compliance with the applicable provisions of this Agreement, the Company shall not be prohibited by this Article 7 or by any provision of this Agreement from making decisions providing for, INTER ALIA, the merger or consolidation of the Company or the sale of its assets which transactions, in the judgment of the Company's board of directors, are in the best interests of the Company and stockholders. Without limiting the generality of the foregoing, the Company (1a) will not permit the par value of any shares of stock receivable upon the exercise of any Warrant to exceed the amount payable therefor upon such exercise, (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on stock upon the exercise of all of the Warrants from time to time outstanding and (2c) will not take any action that would result results in an any adjustment of the number of Warrant Shares shares issuable upon exercise of this Warrant in full the Warrants (or which entitles the holders of the per share Exercise Price warrants to receive Other Securities upon such exercise) if the total number of Warrant Shares shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of the Warrants in full would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Company's certificate of incorporation and available for the purposes purpose of issue issuance upon such exercise. (c) The parties agree that the provisions of Section 6.1 shall be interpreted and applied so that there shall not be multiple adjustments, under different subsections of Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect to a single dilutive event, in a fashion that would "double-count" such dilutive event.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) The Company will not, by amendment of its certificate Certificate of incorporation Incorporation, Stockholders Agreement or through any consolidationreorganization, merger, reorganizationrecapitalization, transfer of assets, dissolutionconsolidation, issue or sale of securities merger, share exchange, dissolution or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, including without limitation the Warrantsadjustments required under Section 6 hereof, but and will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders Holder against dilution or other impairmentimpairment under this Warrant. Without limiting the generality of the foregoingforegoing and notwithstanding any other provision of this Warrant to the contrary (including by way of implication), the Company (1a) will not increase the par value of any shares of Series E Preferred Stock receivable on the exercise of this Warrant above the amount payable therefor on such exercise, (b) will take all such action as may be necessary or appropriate in order so that the Company may validly and legally issue fully paid and nonassessable shares of Common Series E Preferred Stock on the exercise of the Warrants from time to time outstanding and (2) will not take any action that would result in an adjustment of the number of Warrant Shares issuable upon exercise of this Warrant in full or of the per share Exercise Price if the total number of Warrant Shares issuable after the action upon the exercise of all this Warrant, and (c) will not waive, or permit the waiver of, any right of the Warrants Holder as a holder of this Warrant under the Certificate of Incorporation without the prior written consent of the Holder. The Holder acknowledges and agrees that nothing in full would exceed this Section 7 shall prohibit (i) the total number of Company from engaging in any Deemed Liquidation Event or taking any actions related thereto or (ii) converting the Series E Preferred Stock into shares of Common Stock then authorized by pursuant to the Company's certificate of incorporation and available for the purposes of issue upon such exercise. (c) The parties agree that the provisions of Section 6.1 shall be interpreted and applied so that there shall not be multiple adjustments, under different subsections of Section 6.1, terms of the per share Exercise Price and number Certificate of Warrant Shares issuable upon exercise of this Warrant in full with respect to a single dilutive event, in a fashion that would "double-count" such dilutive eventIncorporation or taking any actions related thereto.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue issuance or sale of securities securities, or any other voluntary actionaction or omission, avoid or seek to avoid the observance or performance of any of the terms of this Agreement or any of the WarrantsWarrants issued hereunder, but will at all times in reasonable good faith assist in the carrying out of observe and perform all such terms and in the taking of take all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders each holder of a Warrant against dilution or other impairmentimpairment of the kind specified herein, provided, however, that, subject to compliance with the applicable provisions of this Agreement, the Company shall not be prohibited by this Article VIII or by any provision of this Agreement from making decisions providing for, inter alia, the merger or consolidation of the Company or the sale of its assets which transactions, in the judgment of the Company's Board of Directors, are in the best interests of the Company and its stockholders. Without limiting the generality of the foregoing, the Company (1a) will not permit the par value of any shares of stock receivable upon the exercise of any Warrant to exceed the amount payable therefore upon such exercise, (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully wholly paid and nonassessable shares of Common Stock on stock upon the exercise of all of the Warrants from time to time outstanding outstanding, and (2c) will not take any action that would result results in an any adjustment of the number of Warrant Shares shares issuable upon exercise of this Warrant in full the Warrants (or which entitles the holders of the per share Exercise Price Warrants to receive upon such exercise) if the total number of Warrant Shares shares of Common Stock issuable after the action upon the exercise of all of the Warrants in full would exceed the total number of shares of Common Stock then authorized by the Company's certificate of incorporation and available for the purposes purpose of issue issuance upon such exercise. (c) The parties agree that the provisions of Section 6.1 shall be interpreted and applied so that there shall not be multiple adjustments, under different subsections of Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect to a single dilutive event, in a fashion that would "double-count" such dilutive event.

No Dilution or Impairment. (a) Capital and Ownership ------------------------------------------------ Structure. If any event shall occur as to which the provisions of Section 6.1 11 are --------- not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to in accordance with the essential intent and principles of such Section, then, in each such case, appropriate the Company shall appoint an investment banking firm of recognized national standing that does not have a direct or material indirect financial interest in the Company or any of its subsidiaries, who has not been, and, at the time it is called upon to give independent financial advice to the Company, is not (and none of its directors, officers, employees, affiliates or stockholders are) a promoter, director or officer of the Company or any of its subsidiaries, which shall give their opinion upon the adjustment, if any, on a basis consistent with the essential intent and principles established in Section 11, necessary to preserve, without dilution, the purchase rights represented by the Warrants. Upon receipt of such opinion, the Company will promptly mail a copy thereof to the holders of the Warrants and shall make the adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) described therein. The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrants, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders holder of the Warrants against dilution or other impairment. Without limiting the generality of the foregoing, the Company (1a) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on the exercise of the Warrants from time to time outstanding and (2b) will not take any action that would result which results in an any adjustment of the number of Warrant Shares issuable upon exercise of this Warrant in full or of the per share Exercise Price if the total number of Warrant Shares issuable after the action upon the exercise of all of the Warrants in full would exceed the total number of shares of Common Stock then authorized by the Company's certificate of incorporation and available for the purposes of issue upon such exercise. (c. A consolidation, merger, reorganization or transfer of assets involving the Company covered by Section 11(m) The parties agree that the provisions of Section 6.1 shall be interpreted and applied so that there shall not be multiple adjustments, prohibited by or require any adjustment under different subsections of this Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect to a single dilutive event, in a fashion that would "double-count" such dilutive event13.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrantsthis Warrant, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders holder of this Warrant against dilution or other impairment. Without limiting the generality of the foregoing, the Company (1A) will not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed the amount payable therefor upon such exercise, (B) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on stock upon the exercise of all of the Warrants from time to time outstanding and outstanding, (2C) will not take any action that would result which results in an any adjustment of the number of Warrant Shares issuable upon exercise of this Warrant in full or of the per share Exercise Price if the total number of Warrant Shares shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of the Warrants in full would exceed the total number of shares of Common Stock (or other Securities) then authorized by the Company's certificate of incorporation and available for the purposes purpose of issue upon such exercise. exercise and, (cD) The parties agree that will not issue any capital stock of any class which has the provisions right to more than one vote per share or which is preferred as to dividends or as to the distribution of Section 6.1 assets upon voluntary or involuntary dissolution, liquidation or winding-up, unless such stock is sold for a cash consideration at least equal to the amount of its preference upon voluntary or involuntary dissolution, liquidation or winding-up and the rights of the holders thereof shall be interpreted and applied so that there shall not be multiple adjustments, under different subsections of Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect limited to a single dilutive event, fixed percentage (not exceeding 15%) of such cash consideration in a fashion that would "double-count" such dilutive eventrespect of participation in dividends.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) The Company will not, by amendment of its certificate Certificate of incorporation Incorporation or through any consolidationreorganization, merger, reorganizationrecapitalization, transfer of assets, dissolutionconsolidation, issue or sale of securities merger, share exchange, dissolution or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, including without limitation the Warrantsadjustments required under Section 7 hereof, but and will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders Holder against dilution or other impairment. Without limiting the generality of the foregoingforegoing and notwithstanding any other provision of this Warrant to the contrary (including by way of implication), the Company (1a) will not increase the par value of any shares of Class B Common receivable on the exercise of this Warrant above the amount payable therefor on such exercise, (b) will take all such action as may be necessary or appropriate in order so that the Company may validly and legally issue fully paid and nonassessable shares of Class B Common Stock on the exercise of this Warrant, (c) will not effect any stock split, stock combination, recapitalization or other change affecting any class of Common Stock unless such change is also made with respect to all other classes of Common Stock, (d) will not pay any dividend or make any other distribution with respect to any class of Common Stock unless dividends are paid and distributions are made at the Warrants from time same rate on all classes of Common Stock (and if any such dividend is a stock dividend, such dividend shall be declared in shares of the applicable class to time outstanding the holders of such class) and (2e) will not take any other action that would result in an adjustment intended to treat, or having the effect of the number of Warrant Shares issuable upon exercise of this Warrant in full or of the per share Exercise Price if the total number of Warrant Shares issuable after the action upon the exercise of all of the Warrants in full would exceed the total number of shares treating, any class of Common Stock then authorized by the Company's certificate of incorporation and available for the purposes of issue upon such exercise. (c) The parties agree that the provisions of Section 6.1 shall be interpreted and applied so that there shall not be multiple adjustments, under different subsections of Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect to a single dilutive event, in a fashion that would "double-count" such dilutive eventmanner which impairs, or is otherwise different from, any other class of Common Stock.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) The Company will not, by amendment ------------------------- of its certificate articles of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrantsthis Agreement, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders holders of Warrants against dilution or other impairment. Without limiting the generality of the foregoing, the Company (1a) will not permit the par value of any shares of stock receivable upon the exercise of Warrants to exceed the amount payable therefor upon such exercise, and, if the Exercise Price in effect at any time shall be reduced to such par value, the Company will promptly cause the par value of such shares to be reduced to $0.01, (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on stock upon the exercise of all of the Warrants from time to time outstanding and outstanding, (2c) will not take any action that would result which results in an any adjustment of the number of Warrant Shares issuable upon exercise of this Warrant in full or of the per share Exercise Price if the total number of Warrant Shares shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of the Warrants in full would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Company's certificate Articles of incorporation Incorporation and available for the purposes purpose of issue upon such exercise. , (cd) The parties agree that will not issue any capital stock of any class which has the provisions right to more than one vote per share and (e) will not issue any security other than Common Stock unless the rights of Section 6.1 the holders thereof shall be interpreted and applied so that there shall not be multiple adjustments, under different subsections of Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect limited to a single dilutive eventfixed sum or percentage of par value or a sum determined by reference to a formula based on a published index of interest rates, an interest rate publicly announced by a financial institution or a similar indicator of interest rates in respect of interest or participation in dividends and to a fashion that would "double-count" such dilutive eventfixed sum or percentage of par value as principal or in any distribution of assets.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue issuance or sale of securities securities, or any other voluntary actionaction or omission, avoid or seek to avoid the observance or performance of any of the terms of this Agreement or any of the WarrantsNew Class 11 Class A Warrants issued hereunder, but will at all times in reasonable good faith assist in the carrying out of observe and perform all such terms and in the taking of take all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders each holder of a New Class 11 Class A Warrant against dilution or other impairmentimpairment of the kind specified herein, provided, however, that, subject to compliance with the applicable provisions of this Agreement, the Company shall not be prohibited by this Article VII nor by any provision of this Agreement from making decisions providing for, inter alia, the merger or consolidation of the Company or the sale of its assets which transactions, in the judgment of the Company’s board of directors, are in the best interests of the Company and its stockholders. Without limiting the generality of the foregoing, the Company (1a) will not permit the par value of any shares of stock receivable upon the exercise of any New Class 11 Class A Warrant to exceed the amount payable therefore upon such exercise, (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on stock upon the exercise of all of the New Class 11 Class A Warrants from time to time outstanding outstanding, and (2c) will not take any action that would result results in an any adjustment of the number of Warrant Shares shares issuable upon exercise of this Warrant in full or of the per share Exercise Price New Class 11 Class A Warrants if the total number of Warrant Shares shares of Common Stock issuable after the action upon the exercise of all of the New Class 11 Class A Warrants in full would exceed the total number of shares of Common Stock then authorized by the Company's ’s certificate of incorporation and available for the purposes purpose of issue issuance upon such exercise. (c) The parties agree that the provisions of Section 6.1 shall be interpreted and applied so that there shall not be multiple adjustments, under different subsections of Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect to a single dilutive event, in a fashion that would "double-count" such dilutive event.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) The Company will not, by amendment of its certificate ------------------------- Certificate of incorporation Incorporation or through any consolidation, merger, reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrants, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders holders of the Warrants against dilution or other impairment. Without limiting the generality of the foregoing, the Company (1a) will not increase the par value or stated value of any shares of stock receivable on the exercise of the Warrants above the amount payable therefor on such stock receivable on the exercise of the Warrants above the amount payable therefor on such exercise, (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock stock on the exercise of the Warrants all warrants from time to time outstanding outstanding, (c) except for the issuance of shares of Series A Participating Cumulative Convertible Preferred Stock pursuant to that certain Stock Purchase Agreement dated June 29, 2001 among the Company and the investors named therein, will not issue any capital stock of any class which is preferred as to dividends or as to the distribution of assets upon voluntary or involuntary dissolution, liquidation or winding up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value in respect of participation in dividends and in any such distribution of assets, and (2d) will not take transfer all or substantially all of its properties and assets to any action that would result other person (corporate or otherwise), or consolidate with or merger into any other person or permit any such person to consolidate with or merger into the Company (if the Company is not the surviving person), unless such other person shall expressly assume in an adjustment writing and become bound by all the terms of the number of Warrant Shares issuable upon exercise of this Warrant in full or of the per share Exercise Price if the total number of Warrant Shares issuable after the action upon the exercise of all of the Warrants in full would exceed the total number of shares of Common Stock then authorized by the Company's certificate of incorporation and available for the purposes of issue upon such exerciseWarrants. (c) The parties agree that the provisions of Section 6.1 shall be interpreted and applied so that there shall not be multiple adjustments, under different subsections of Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect to a single dilutive event, in a fashion that would "double-count" such dilutive event.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrantshereof, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be reasonably necessary or appropriate in order to protect the rights of the Warrantholders Holders of the Special Warrant against dilution in respect of which the Holders are not fully protected by this Section 2 or other impairment. Without limiting the generality of the foregoing, the Company Company (1a) will not permit the par value of any shares of Common Stock receivable upon the exercise of the Special Warrant to exceed the amount payable therefor upon such exercise, (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock stock on the exercise of the Warrants Special Warrant from time to time outstanding and outstanding, (2c) will not take any action that would result which results in an any adjustment of the number of shares of Common Stock for which the Special Warrant Shares issuable upon exercise of this Warrant in full or of the per share Exercise Price is then exercisable if the total number of Warrant Shares shares of Common Stock (or Other Securities) issuable after the such action upon the complete exercise of all of the Warrants in full Special Warrant would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Company's certificate of incorporation and available for the purposes purpose of issue upon such exercise., and (cd) The parties agree will not (i) issue any equity securities (other than Common Stock or Convertible Securities) that participate with the provisions shares of Section 6.1 shall be interpreted and applied so that there shall not be multiple adjustmentsCommon Stock in dividends, under different subsections distributions and/or other rights ("Other Dilutive Securities"), or (ii) declare or make dividends or distributions (whether of Section 6.1, evidences of indebtedness of the per share Exercise Price and number Company, cash, assets or securities, including, without limitation, options, warrants or other rights to acquire Common Stock) in respect of Warrant Shares issuable upon exercise of this Warrant in full with respect to a single dilutive eventany Other Dilutive Securities or Convertible Securities, unless, in a fashion that would "double-count" each case, this Section 2 is first amended so as to provide the Holders of the Special Warrant with full protection against dilution caused by or resulting from such dilutive eventissuances, dividends or distributions.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) The Company will not, by amendment ------------------------- of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrantsthis Warrant, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders holder of this Warrant against dilution or other impairment. Without limiting the generality of the foregoing, the Company (1a) will not permit the par value of - any shares of stock receivable upon the exercise of this Warrant to exceed the amount payable therefor upon such exercise, (b) will take all such action as may - be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock stock on the exercise of the Warrants from time to time outstanding and outstanding, (2c) will not take any action that would result which - results in an any adjustment of the number of Warrant Shares issuable upon exercise of this Warrant in full or of the per share Exercise Price if the total number of Warrant Shares shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of the Warrants in full Warrant would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Company's certificate of incorporation and available for the purposes purpose of issue upon such exercise. , and (cd) The parties agree that will not issue - any capital stock of any class which is preferred as to dividends or as to the provisions distribution of Section 6.1 assets upon voluntary or involuntary dissolution, liquidation or winding-up, unless the rights of the holders thereof shall be interpreted and applied so that there shall not be multiple adjustments, under different subsections of Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect limited to a single dilutive eventfixed sum or percentage of par value or a sum determined by reference to a formula based on a published index of interest rates, an interest rate publicly announced by a financial institution or a similar indicator of interest rates in respect of participation in dividends and to a fashion that would "double-count" fixed sum or percentage of par value in any such dilutive eventdistribution of assets.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) The Company will shall not, by amendment of its certificate Declaration of incorporation Trust or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrantsthis Warrant, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders Holder of this Warrant against dilution or other impairment. Without limiting the generality of the foregoing, the Company (1a) will shall not permit the par value of any shares of beneficial interest receivable upon the exercise of this Warrant to exceed the amount payable therefor upon such exercise, (b) shall at all times reserve and keep available, free from preemptive rights, out of the aggregate of its authorized but unissued Common Shares solely for the purpose of effecting the exercise of this Warrant, the full number of Common Shares deliverable upon the full exercise of this Warrant, (c) shall take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock beneficial interest, free from all taxes, liens, security interests, encumbrances, preemptive rights and charges on the exercise of the Warrants this Warrant from time to time outstanding and and, (2d) will shall not take any action that would result which results in an any adjustment of the number of Warrant Shares issuable upon exercise of this Warrant in full or of the per share Exercise Purchase Price if the total number of Warrant Common Shares (or Other Securities) issuable after the action upon the full exercise of all of the Warrants in full this Warrant would exceed the total number of shares of Common Stock Shares (or Other Securities) then authorized by the Company's certificate Declaration of incorporation Trust and available for the purposes purpose of issue upon such exercise. (c) The parties agree that the provisions of Section 6.1 shall be interpreted and applied so that there shall not be multiple adjustments, under different subsections of Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect to a single dilutive event, in a fashion that would "double-count" such dilutive event.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrantsthis Warrant, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders holder of this Warrant against dilution or other impairment. Without limiting the generality of the foregoing, the Company (1a) will not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed the amount payable therefor upon such exercise, (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock stock on the exercise of the Warrants from time to time outstanding and outstanding, (2c) will not take any action that would result which results in an any adjustment of the number of Warrant Shares issuable upon exercise of this Warrant in full or of the per share Exercise Price if the total number of Warrant Shares shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of the Warrants in full this Warrant would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Company's certificate of incorporation and available for the purposes purpose of issue upon such exercise. , and (cd) The parties agree that will not issue any capital stock of any class which is preferred as to dividends or as to the provisions distribution of Section 6.1 assets upon voluntary or involuntary dissolution, liquidation or winding-up, unless the rights of the holders thereof shall be interpreted and applied so that there shall not be multiple adjustments, under different subsections of Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect limited to a single dilutive eventfixed sum or percentage of par value or a sum determined by reference to a formula based on a published index of interest rates, an interest rate publicly announced by a financial institution or a similar indicator of interest rates in respect of participation in dividends and to a fashion that would "double-count" fixed sum or percentage of par value in any such dilutive eventdistribution of assets.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) The Company will not, by amendment of its certificate Certificate of incorporation Incorporation or By-laws, or through any consolidation, merger, reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrants, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders holders of the Warrants, as specified herein and in the Securities Purchase Agreement, against dilution (to the extent specifically provided herein) or other impairment. Without limiting the generality of the foregoing, the Company (1a) will not increase the par value of any shares of stock receivable on the exercise of the Warrants above the amount payable therefor on such exercise, (b) will at all times reserve and keep available out of its authorized capital stock, solely for the purpose of issue upon exercise of this Warrant as herein provided, such number of shares of Common Stock as shall then be issuable upon exercise of this Warrant in full and shall take all such action as may be necessary or appropriate in order that the Company may all shares of Common Stock that shall be so issuable shall be duly and validly issued and legally issue fully paid and nonassessable shares of Common Stock on and free from all taxes, shall be duly and validly issued and fully paid and nonassessable and free from all taxes, liens and charges with respect to the exercise of the Warrants from time to time outstanding issue thereof, and (2c) will not take any action that would result in an adjustment of the number of Warrant Shares issuable upon exercise of this Warrant in full effect a subdivision or of the per share Exercise Price if the total number of Warrant Shares issuable after the action upon the exercise of all of the Warrants in full would exceed the total number split up of shares of Common Stock then authorized by the Company's certificate of incorporation and available for the purposes of issue upon such exercise. (c) The parties agree that the provisions of Section 6.1 shall be interpreted and applied so that there shall not be multiple adjustments, under different subsections of Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full or similar transaction with respect to a single dilutive event, in a fashion that would "double-count" such dilutive eventany class of the Common Stock without effecting an equivalent transaction with respect to all other classes of Common Stock.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) The Company will not, by amendment of its certificate of incorporation Charter or through any consolidation, merger, reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or of performance of any of the terms of the Warrantsthis Warrant, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders holder of the Warrant as described herein, in the Securities Purchase Agreement or in any other Related Agreement, against dilution or other impairmentdilution. Without limiting the generality of the foregoing, the Company (1i) will not increase the par value of any shares of stock receivable on the exercise of the Warrant above the amount payable therefor on such exercise, (ii) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable non-assessable shares of Common Stock stock on the exercise of the Warrants Warrant from time to time outstanding and outstanding, (2iii) will not take issue any action that would result in an adjustment capital stock of any class which is preferred as to dividends or as to the distribution of assets upon voluntary or involuntary dissolution, liquidation or winding up, unless the rights of the number holders thereof shall be limited to a fixed sum or percentage of Warrant Shares issuable upon exercise par value in respect of participation in dividends and in any such distribution of assets, (iv) will comply in all respects with the provisions of Sections 6.1 through 6.18 and 7.1 through 7.11 of the Securities Purchase Agreement except to the extent such compliance may be waived by Section 18 of the Securities Purchase Agreement, and (v) will not transfer all or substantially all of its properties and assets to any other entity (corporate or otherwise), or consolidate with or merge into any other entity or permit any such entity to consolidate with or merge into the Company (if the Company is not the surviving entity), unless such other entity shall expressly assume in writing and will be bound by all the terms of this Warrant in full or of and the per share Exercise Price if the total number of Warrant Shares issuable after the action upon the exercise of all of the Warrants in full would exceed the total number of shares of Common Stock then authorized by the Company's certificate of incorporation and available for the purposes of issue upon such exerciseSecurities Purchase Agreement. (c) The parties agree that the provisions of Section 6.1 shall be interpreted and applied so that there shall not be multiple adjustments, under different subsections of Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect to a single dilutive event, in a fashion that would "double-count" such dilutive event.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities (other than the shares of Common Stock and Preferred Stock issued on the date of the Closing under the Purchase Agreement and any securities issued upon conversion or exchange thereof) or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrantsthis Warrant, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders holder of this Warrant against dilution or other impairment. Without limiting the generality of the foregoing, the Company (1a) will not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed the amount payable therefor upon such exercise, (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on stock upon the exercise of all of the Warrants from time to time outstanding and outstanding, (2c) will not take any action that would result which results in an any adjustment of the number of Warrant Shares issuable upon exercise of this Warrant in full or of the per share Exercise Price if the total number of Warrant Shares shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of the Warrants in full would exceed the total number of shares of Common Stock (or other Securities) then authorized by the Company's certificate of incorporation and available for the purposes purpose of issue upon such exercise. exercise and, (cd) The parties agree that will not issue any capital stock of any class which has the provisions right to more than one vote per share or which is preferred as to dividends or as to the dis- tribution of Section 6.1 assets upon voluntary or involuntary dissolution, liquidation or winding-up, unless such stock is sold for a cash consideration at least equal to the amount of its preference upon voluntary or involuntary dissolution, liquidation or winding-up and the rights of the holders thereof shall be interpreted and applied so that there shall not be multiple adjustments, under different subsections of Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect limited to a single dilutive event, fixed percentage (not exceeding 15%) of such cash consideration in a fashion that would "double-count" such dilutive eventrespect of participation in dividends.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue issuance or sale of securities or any other voluntary actionaction or omission, avoid or seek to avoid the observance or performance of any of the terms of this Agreement or any of the WarrantsWarrants issued hereunder, but will at all times in reasonable good faith assist in the carrying out of observe and perform all such terms and in the taking of take all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders each holder of a Warrant against dilution or other impairmentimpairment of the kind specified herein PROVIDED, HOWEVER, that, subject to compliance with the applicable provisions of this Agreement, the Company shall not be prohibited by this Article 8 or by any provision of this Agreement from making decisions providing for, INTER ALIA, the merger or consolidation of the Company or the sale of its assets which transactions, in the judgment of the Company's board of directors, are in the best interests of the Company and stockholders. Without limiting the generality of the foregoing, the Company (1a) will not permit the par value of any shares of stock receivable upon the exercise of any Warrant to exceed the amount payable therefor upon such exercise, (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on stock upon the exercise of all of the Warrants from time to time outstanding and (2c) will not take any action that would result results in an any adjustment of the number of Warrant Shares shares issuable upon exercise of this Warrant in full the Warrants (or which entitles the holders of the per share Exercise Price Warrants to receive Other Securities upon such exercise) if the total number of Warrant Shares shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of the Warrants in full would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Company's certificate of incorporation and available for the purposes purpose of issue issuance upon such exercise. (c) The parties agree that the provisions of Section 6.1 shall be interpreted and applied so that there shall not be multiple adjustments, under different subsections of Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect to a single dilutive event, in a fashion that would "double-count" such dilutive event.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) The Company APGC will not, by amendment of its certificate of incorporation charter or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrantsthis Option, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders holder of this Option against dilution or other impairment. Without limiting the generality of the foregoing, APGC (a) will not permit the Company par value of any Shares receivable upon the exercise of this Option to exceed the amount payable therefor upon such exercise, (1b) will take all such action as may be necessary or appropriate in order that the Company APGC may validly and legally issue fully paid and nonassessable shares of Common Stock non-assessable Shares on the exercise of the Warrants Options from time to time outstanding and time, (2c) will not take any action that would result which results in an any adjustment of the number of Warrant Shares issuable upon exercise of this Warrant in full or of the per share Exercise Option Share Price if the total number of Warrant Shares issuable after the action upon the full exercise of all of the Warrants in full Option would exceed the total number of shares of Common Stock Shares then authorized by the CompanyAPGC's certificate of incorporation Charter and available for the purposes purpose of issue upon such exercise. , and (cd) The parties agree that will not authorize any additional Shares of capital stock of any class which is preferred as to dividends or as to the distribution of assets upon voluntary or involuntary dissolution, liquidation or winding-up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value or a sum determined by reference to a formula based on a published index of interest rates, an interest rate publicly announced by a financial institution or a similar indicator of interest rates in respect of participation in dividends and to a fixed sum or percentage of par value in any such distribution of assets. In case any event shall occur as to which any of the provisions of Section 6.1 this Option are not strictly applicable but the failure to make any adjustment would not fairly protect the purchase rights represented by this Option in accordance with the essential intent and principles contained herein, then, in each such case, APGC shall, at its sole cost and expense, appoint a firm of independent certified public accountants of recognized national standing (which may be the regular auditors of APGC), which shall be interpreted give their opinion upon the adjustment, if any, on a basis consistent with the essential intent and applied so that there shall not be multiple adjustmentsprinciples established herein, under different subsections necessary to preserve, without dilution, the purchase rights represented by this Option. Upon receipt of Section 6.1such opinion, of APGC will promptly mail a copy thereof to the per share Exercise Price and number of Warrant Shares issuable upon exercise holder of this Warrant in full with respect to a single dilutive event, in a fashion that would "double-count" such dilutive eventOption and shall make the adjustments described therein.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 11 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to in accordance with the essential intent and principles of such Section, then, in each such case, appropriate adjustments the Holders of a majority of the number of outstanding Warrants may appoint a firm of independent certified public accountants of recognized national standing (which may be the regular auditors of the Company) reasonably acceptable to the Company, which shall be made so as give their opinion upon the adjustment, if any, on a basis consistent with the essential intent and principles established in Section 11, necessary to preserve those rights preserve, without dilution but also without enlargementor impairment, the purchase rights, represented by this Warrant. Upon receipt of such opinion, the Company will promptly mail a copy thereof to the Holders of the Warrants and shall make the adjustments described therein. The Company shall pay all costs associated with such opinion. (b) The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrants, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders Holders of the Warrants against dilution or other impairment. Without limiting the generality of the foregoing, the Company (1i) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on the exercise of the Warrants from time to time outstanding and (2ii) will not take any action that would result which results in an any adjustment of the number of Warrant Shares issuable upon exercise of this Warrant in full or of the per share Exercise Price if the total number of Warrant Shares issuable after the action upon the exercise of all of the Warrants in full would exceed the total number of shares of Common Stock then authorized by the Company's ’s certificate of incorporation and available for the purposes of issue upon such exercise. (c) The parties agree that . A consolidation, merger, reorganization or transfer of assets involving the provisions of Section 6.1 shall be interpreted and applied so that there Company shall not be multiple adjustments, prohibited by or require any adjustment under different subsections this Section 12. No provision of Section 6.1, this Agreement shall be deemed to prevent or restrict a bona fide transaction the principal purpose of which is to change the domicile of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect to a single dilutive event, in a fashion that would "double-count" such dilutive eventCompany.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrantshereof, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be reasonably necessary or appropriate in order to protect the rights of the Warrantholders Holders of this Warrant against dilution in respect of which the Holders are not fully protected by this Section 2 or other impairment. Without limiting the generality of the foregoing, the Company Company (1a) will not permit the par value, if any, of any shares of Common Stock receivable upon the exercise of the Warrant to exceed the amount payable therefor upon such exercise, (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock stock on the exercise of the Warrants Warrant from time to time outstanding and outstanding, (2c) will not take any action that would result which results in an any adjustment of the number of Warrant Shares issuable upon exercise of this Warrant in full or of the per share Exercise Price if the total number of Warrant Shares shares of Common Stock (or Other Securities) issuable after the such action upon the complete exercise of all of the Warrants in full Warrant would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Company's certificate ’s articles of incorporation and available for the purposes purpose of issue upon such exercise., and (cd) The parties agree will not (i) issue any equity securities (other than Common Stock or Convertible Securities) that participate with the provisions shares of Section 6.1 shall be interpreted and applied so that there shall not be multiple adjustmentsCommon Stock in dividends, under different subsections distributions and/or other rights (“Other Dilutive Securities”), or (ii) declare or make dividends or distributions (whether of Section 6.1, evidences of indebtedness of the per share Exercise Price and number Company, cash, assets or securities, including, without limitation, options, warrants or other rights to acquire Common Stock) in respect of Warrant Shares issuable upon exercise of this Warrant in full with respect to a single dilutive eventany Other Dilutive Securities or Convertible Securities, unless, in a fashion that would "double-count" each case, this Section 2 is first amended so as to provide the Holders of the Warrant with full protection against dilution caused by or resulting from such dilutive eventissuances, dividends or distributions.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) The Company will not, by amendment ------------------------- of its certificate articles of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrantsthis Agreement, but will at all times in reasonable good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders holders of Warrants against dilution or other impairment. Without limiting the generality of the foregoing, the Company (1a) will not permit the par value of any shares of stock receivable upon the exercise of Warrants to exceed the amount payable therefor upon such exercise, and, if the Exercise Price in effect at any time shall be reduced to such par value, the Company will promptly cause the par value of such shares to be reduced to $0.01, (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on stock upon the exercise of all of the Warrants from time to time outstanding and outstanding, (2c) will not take any action that would result which Warrant Agreement ----------------- results in an any adjustment of the number of Warrant Shares issuable upon exercise of this Warrant in full or of the per share Exercise Price if the total number of Warrant Shares shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of the Warrants in full would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Company's certificate of incorporation and available for the purposes purpose of issue upon such exercise. , (cd) The parties agree that will not issue any capital stock of any class which has the provisions right to more than one vote per share and (e) will not issue any security other than Common Stock unless the rights of Section 6.1 the holders thereof shall be interpreted and applied so that there shall not be multiple adjustments, under different subsections of Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect limited to a single dilutive eventfixed sum or percentage of par value or a sum determined by reference to a formula based on a published index of interest rates, an interest rate publicly announced by a financial institution or a similar indicator of interest rates in respect of interest or participation in dividends and to a fashion that would "double-count" such dilutive eventfixed sum or percentage of par value as principal or in any distribution of assets.

No Dilution or Impairment. (a) If any event shall occur as to which the provisions of Section 6.1 are not strictly applicable but the failure to make any adjustment would adversely affect the purchase rights represented by the Warrants contrary to the essential intent and principles of such Section, then, in each such case, appropriate adjustments shall be made so as to preserve those rights without dilution but also without enlargement. (b) The Company will not, by amendment of its certificate of incorporation charter or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrants, but will at all times in reasonable good faith assist in the carrying carry out of all such terms and in the taking of take all such action as may be necessary or appropriate in order to protect the rights of the Warrantholders holders of the Warrants against dilution or other impairment. Without limiting the generality of the foregoing, the Company (1a) will not permit the par value of any shares of stock receivable upon the exercise of the Warrants to exceed the amount payable therefor upon such exercise, (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue issue, free from preemptive rights, fully paid and nonassessable non-assessable shares of Common Stock on stock upon the exercise of the all Warrants from time to time outstanding and outstanding, (2c) will not take any action that would result which results in an any adjustment of the number of Warrant Shares issuable upon exercise of this Warrant in full or of the per share Exercise Price if the total number of Warrant Shares shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of the Warrants in full would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Company's certificate of incorporation charter and available for the purposes purpose of issue upon such exercise. , and (cd) The parties agree that will not issue any capital stock of any class which is preferred as to dividends or as to the provisions distribution of Section 6.1 assets upon voluntary or involuntary dissolution, liquidation or winding-up, unless the rights of the holders thereof shall be interpreted and applied so that there shall not be multiple adjustments, under different subsections of Section 6.1, of the per share Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant in full with respect limited to a single dilutive event, fixed sum or percentage of par value in a fashion that would "double-count" respect of participation in dividends and in any such dilutive eventdistribution of assets.