Common use of Other Dividends and Distributions Clause in Contracts

Other Dividends and Distributions. If at any time or from time to time prior to the exercise of any Warrant the Company shall fix a record date for the making of a dividend or other distribution (other than (i) as contemplated by Section 5.5, (ii) a Stock Dividend covered by Section 5.1 or (iii) a distribution of rights or warrants covered by Section 5.3), to the holders of its Common Stock (collectively, a “Distribution”) of: (A) any evidences of its indebtedness, any shares of its capital stock or any other securities or property of any nature whatsoever (including cash); or (B) any options, warrants or other rights to subscribe for or purchase any of the following: any evidences of its indebtedness, any shares of its capital stock or any other securities or property of any nature whatsoever; then, in each such case, the Exercise Price in effect immediately prior to the close of business on such record date shall be reduced immediately thereafter to the price determined by multiplying such Exercise Price by the quotient of (x) the Fair Market Value of the Common Stock on the last trading day immediately preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such Distribution, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock divided by (y) the Fair Market Value of the Common Stock on the last trading day immediately preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such Distribution; such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of shares of Common Stock issuable upon the exercise of each Warrant as in effect immediately prior to the close of business on such record date shall be increased immediately thereafter to the amount determined by multiplying such number by the quotient of (x) the Exercise Price in effect immediately prior to the adjustment contemplated by the immediately preceding sentence divided by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. If the Distribution includes Common Stock as well as other items of the sort referred to in Section 5.2(A) or (B), then instead of adjusting for the entire Distribution under this Section 5.2 the Common Stock portion shall be treated as a Stock Dividend that triggers an adjustment to the Exercise Price and number of shares of Common Stock obtainable upon exercise of each Warrant under Section 5.1 and the other items in the Distribution shall trigger a further adjustment to such adjusted Exercise Price and number of shares under this Section 5.2. In the event that such Distribution is not so made, the Exercise Price and the number of shares of Common Stock issuable upon exercise of each Warrant then in effect shall be readjusted, effective as of the date when the Board determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

Other Dividends and Distributions. If at any time or from time to time prior to the exercise of any Warrant the Company shall fix a record date for the making of a dividend or other distribution (other than (i) as contemplated by Section 5.5), (ii) other than a Stock Dividend covered by Section 5.1 or (iii) a distribution of rights or warrants covered by Section 5.3), to the holders of its Common Stock (collectively, a “Distribution”) of: (A) any evidences of its indebtedness, any shares of its capital stock or any other securities or property of any nature whatsoever (including cash); or (B) any options, warrants or other rights to subscribe for or purchase any of the following: any evidences of its indebtedness, any shares of its capital stock or any other securities or property of any nature whatsoever; then, in each such case, the Exercise Price in effect immediately prior to the close of business on such record date shall be reduced immediately thereafter to the price determined by multiplying such Exercise Price by the quotient of (x) the Fair Market Value of the Common Stock on the last trading day immediately preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such Distribution, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock divided by (y) the Fair Market Value of the Common Stock on the last trading day immediately preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such Distribution; such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of shares of Common Stock issuable upon the exercise of each Warrant as in effect immediately prior to the close of business on such record date shall be increased immediately thereafter to the amount determined by multiplying such number by the quotient of (x) the Exercise Price in effect immediately prior to the adjustment contemplated by the immediately preceding sentence divided by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. If the Distribution includes Common Stock as well as other items of the sort referred to in Section 5.2(A) or (B), then instead of adjusting for the entire Distribution under this Section 5.2 the Common Stock portion shall be treated as a Stock Dividend that triggers an adjustment to the Exercise Price and number of shares of Common Stock obtainable upon exercise of each Warrant under Section 5.1 and the other items in the Distribution shall trigger a further adjustment to such adjusted Exercise Price and number of shares under this Section 5.2. In the event that such Distribution is not so made, the Exercise Price and the number of shares of Common Stock issuable upon exercise of each Warrant then in effect shall be readjusted, effective as of the date when the Board determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

Other Dividends and Distributions. If at any time or from time to time prior to the exercise of any Warrant In case the Company shall fix a record date for the making of a shall, by dividend or other distribution (other than (i) as contemplated by Section 5.5otherwise, (ii) a Stock Dividend covered by Section 5.1 or (iii) a distribution of rights or warrants covered by Section 5.3), distribute to the all holders of its Common Stock shares of any class of capital stock of the Company other than any dividends or distributions to which paragraph (collectively, a “Distribution”a) of: (A) any above applies or evidences of its indebtedness, cash or other assets, including securities, but excluding (i) any shares of its capital stock rights or warrants referred to in paragraph (c) above, (ii) any other stock, securities or other property of any nature whatsoever or assets (including cash); or ) distributed in connection with a reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance to which Section 4.2 hereof applies and (Biii) any optionsdividends and distributions paid exclusively in cash, warrants or other rights to subscribe for or purchase any of the following: any evidences of its indebtedness, any shares of its capital stock or any other securities or property of any nature whatsoever; then, in each such case, subject to the second succeeding paragraph of this paragraph (d), the Exercise Price Amount shall be increased so that the same shall be equal to the amount determined by multiplying the Exercise Amount in effect immediately prior to the close of business on the Record Date with respect to such record date distribution by a fraction: (i) the numerator of which shall be reduced the Market Price on such date plus the Fair Market Value (as determined by the Board of Directors, whose determination shall be conclusive and set forth in a Board Resolution) on such date of the portion of the securities so distributed applicable to one share of Common Stock determined on the basis of the number of shares of the Common Stock outstanding on the Record Date, and (ii) the denominator of which shall be such Market Price. (iii) Such increase shall become effective immediately thereafter prior to the price opening of business on the day following the Record Date. However, in the event that the then Fair Market Value as so determined of the portion of the securities so distributed applicable to one share of Common Stock is equal to or greater than the Market Price on the Record Date, in lieu of the foregoing adjustment, adequate provision shall be made so that each Holder shall have the right to receive upon exercise of a Warrant the amount of securities such Holder would have received had such Holder exercised such Warrant immediately prior to such Record Date. In the event that such dividend or distribution is not so paid or made, the Exercise Amount shall again be adjusted to be the Exercise Amount which would then be in effect if such dividend or distribution had not been declared. If the Board of Directors determines the Fair Market Value of any distribution for purposes of this paragraph (d) by multiplying reference to the actual or when issued trading market for any securities comprising all or part of such Exercise distribution, it must in doing so consider the prices in such market over the same period (the "Reference Period") used in computing the Market Price by pursuant to paragraph (g) below to the quotient extent possible, unless the Board of Directors in a Board Resolution determines in good faith that determining the Fair Market Value during the Reference Period would not be in the best interest of the Holders. In the event any such distribution consists of shares of capital stock of, or similar equity interests in, one or more of the Company's subsidiaries (x) a "Spin-Off"), the Fair Market Value of the Common Stock securities to be distributed shall equal the average of Trading Prices of those securities for the five consecutive Trading Days commencing on and including the last sixth day of trading day immediately preceding of those securities after the first date on which effectiveness of the Common Stock trades regular way on Spin-Off, and the principal national then current Market Price shall be measured for the same period. In the event, however, that an underwritten initial public offering of the securities exchange on which in the Common Stock is listed or admitted to trading without Spin-Off occurs simultaneously with the right to receive such DistributionSpin-Off, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so securities distributed in respect the Spin-Off shall mean the initial public offering price of one share of Common Stock divided by (y) such securities and the Fair then current Market Value of Price shall mean the Trading Price for the Common Stock on the last trading day immediately preceding same Trading Day. Rights or warrants distributed by the first date on which the Company to all holders of Common Stock trades regular way on entitling the principal national securities exchange on holders thereof to subscribe for or purchase shares of the Company's capital stock (either initially or under certain circumstances), which rights or warrants, until the Common Stock is listed occurrence of a specified event or admitted events ("Trigger Event"): (i) are deemed to trading without the right to receive be transferred with such Distribution; such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of shares of Common Stock issuable Stock; (ii) are not exercisable; (iii) are also issued in respect of future issuances of Common Stock; and (iv) shall be deemed not to have been distributed for purposes of this paragraph (d) (and no adjustment to the Exercise Amount under this paragraph (d) will be required) until the occurrence of the earliest Trigger Event. If such right or warrant is subject to subsequent events, upon the exercise occurrence of which such right or warrant shall become exercisable to purchase different securities, evidences of indebtedness or other assets or entitle the holder to purchase a different number or amount of the foregoing or to purchase any of the foregoing at a different purchase price, then the occurrence of each Warrant as in effect immediately prior such event shall be deemed to be the close date of business on such issuance and record date shall be increased immediately thereafter with respect to a new right or warrant (and a termination or expiration of the amount determined by multiplying such number existing right or warrant without exercise by the quotient holder thereof). In addition, in the event of any distribution (xor deemed distribution) of rights or warrants, or any Trigger Event or other event (of the Exercise Price type described in effect immediately prior to the adjustment contemplated by the immediately preceding sentence divided by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. If the Distribution includes Common Stock as well as other items of the sort referred to ) with respect thereto, that resulted in Section 5.2(A) or (B), then instead of adjusting for the entire Distribution under this Section 5.2 the Common Stock portion shall be treated as a Stock Dividend that triggers an adjustment to the Exercise Price and number of shares of Common Stock obtainable upon exercise of each Warrant under Section 5.1 and the other items in the Distribution shall trigger a further adjustment to such adjusted Exercise Price and number of shares Amount under this Section 5.2. In the event that such Distribution is not so made, the Exercise Price and the number of shares of Common Stock issuable upon exercise of each Warrant then in effect shall be readjusted, effective as of the date when the Board determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.paragraph (d):

Other Dividends and Distributions. If at any time or from time to time prior to the exercise of any Warrant the Company shall fix a record date for the making of a dividend or other distribution (other than (i) as contemplated by Section 5.5), (ii) other than a Stock Dividend covered by Section 5.1 or (iii) a distribution of rights or warrants covered by Section 5.3), to the holders of its Common Stock (collectively, a “Distribution”) of: (A) any evidences of its indebtedness, any shares of its capital stock or any other securities or property of any nature whatsoever (including cash); or (B) any options, warrants or other rights to subscribe for or purchase any of the following: any evidences of its indebtedness, any shares of its capital stock or any other securities or property of any nature whatsoever; then, in each such case, the Exercise Price in effect immediately prior to the close of business on such record date shall be reduced immediately thereafter to the price determined by multiplying such Exercise Price by the quotient of (x) the Fair Market Value of the Common Stock on the last trading day immediately preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such Distribution, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock divided by (y) the Fair Market Value of the Common Stock on the last trading day immediately preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such Distribution; such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of shares of Common Stock issuable upon the exercise of each Warrant as in effect immediately prior to the close of business on such record date shall be increased immediately thereafter to the amount determined by multiplying such number by the quotient of (x) the Exercise Price in effect immediately prior to the adjustment contemplated by the immediately preceding sentence divided by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. If the Distribution includes Common Stock as well as other items of the sort referred to in Section 5.2(A) or (B), then instead of adjusting for the entire Distribution under this Section 5.2 the Common Stock portion shall be treated as a Stock Dividend that triggers an adjustment to the Exercise Price and number of shares of Common Stock obtainable upon exercise of each Warrant under Section 5.1 and the other items in the Distribution shall trigger a further adjustment to such adjusted Exercise Price and number of shares under this Section 5.2. In the event that such Distribution is not so made, the Exercise Price and the number of shares of Common Stock issuable upon exercise of each Warrant then in effect shall be readjusted, effective as of the date when the Board determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

Other Dividends and Distributions. If In the event that at any time or and from time to time prior to the exercise of any Warrant the Company shall fix a record date for the making distribute to all holders of a shares of Common Stock any dividend or other distribution of (other than (iincluding any dividend or distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) as contemplated by Section 5.5, (ii) a Stock Dividend covered by Section 5.1 or (iii) a distribution of rights or warrants covered by Section 5.3), otherwise issue to the all holders of its Common Stock (collectively, a “Distribution”a) of: (A) any evidences of its indebtedness, any shares of its capital stock Capital Stock), or any other securities properties or property of any nature whatsoever securities, or (including cash); or (Bb) any options, warrants warrants, or other rights to subscribe for or purchase any of the following: foregoing (other than in the case of clauses (a) and (b) above, (i) any evidences dividend or distribution described in Section 4.03, or (ii) any rights, options, warrants, or securities described in Section 4.04, Section 4.05, or Section 4.08), then the number of its indebtedness, any shares Warrant Shares issuable upon the exercise of its capital stock or any other securities or property of any nature whatsoever; then, in each such case, the Exercise Price in effect Warrant immediately prior to the close of business on such record date shall for any such dividend or distribution shall, automatically and without the requirement of further action by the Company or any Holder, be reduced immediately thereafter increased to the price a number determined by multiplying such Exercise Price by the quotient of (x1) the Fair number of Warrant Shares issuable upon the exercise of such Warrant immediately prior to such record date for any such dividend or distribution by (2) a fraction, the numerator of which shall be the Current Market Value per share of the Common Stock on the last trading day immediately preceding record date for such dividend or distribution (less any cash paid to Holders pursuant to Section 4.01 as part of the first date on same transaction), and the denominator of which the shall be such Current Market Value per share of Common Stock trades regular way on less the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such Distribution, minus the amount of cash and/or the Fair Market Value then fair value of the securitiesportion, evidences if any, of indebtedness, assets, rights or warrants the distribution applicable to be so distributed in respect of one share of Common Stock divided by (y) consisting of evidences of indebtedness, securities, other property, warrants, options, or subscription or purchase rights. Such adjustments shall be made, and shall only become effective, whenever any dividend or distribution is made; provided, however, that the Fair Market Value Company is not required to make an adjustment pursuant to this Section 4.02 if at the time of such distribution the Company makes the same distribution to Holders as it makes to holders of Common Stock pro rata based on the last trading day immediately preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such Distribution; such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of shares of Common Stock issuable upon the exercise of each Warrant as in effect immediately prior for which such Warrants are exercisable (whether or not currently exercisable). Notwithstanding anything to the close of business on such record date contrary in this Section 4.02, no adjustment shall be increased immediately thereafter made pursuant to the amount determined by multiplying such number by the quotient of (x) the Exercise Price in effect immediately prior to the adjustment contemplated by the immediately preceding sentence divided by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. If the Distribution includes Common Stock as well as other items of the sort referred to in Section 5.2(A) or (B), then instead of adjusting for the entire Distribution under this Section 5.2 4.02 which shall have the Common Stock portion shall be treated as a Stock Dividend that triggers an adjustment to the Exercise Price and number effect of shares of Common Stock obtainable upon exercise of each Warrant under Section 5.1 and the other items in the Distribution shall trigger a further adjustment to such adjusted Exercise Price and number of shares under this Section 5.2. In the event that such Distribution is not so made, the Exercise Price and decreasing the number of shares of Common Stock Warrant Shares issuable upon exercise of each Warrant then in effect shall be readjusted, effective as of the date when the Board determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixedWarrant.

Other Dividends and Distributions. If In the event that at any time or and from time to time prior to the exercise of any Warrant the Company shall fix a record date for the making distribute to all holders of a Common Stock any dividend or other distribution of (other than including any dividend or distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) or otherwise issue to all holders of Common Stock (i) as contemplated by Section 5.5, (ii) a Stock Dividend covered by Section 5.1 or (iii) a distribution of rights or warrants covered by Section 5.3), to the holders of its Common Stock (collectively, a “Distribution”) of: (A) any evidences of its indebtedness, any shares of its capital stock Capital Stock or any other properties or securities or property of any nature whatsoever (including cash); or (Bii) any options, warrants or other rights to subscribe for or purchase any of the following: foregoing (other then in the case of clauses (i) and (ii) above, (A) any evidences dividend or distribution described in Section 4.03 or (B) any rights, options, warrants or securities described in Section 4.04 or Section 4.05), then the number of its indebtedness, any shares Warrant Shares issuable upon the exercise of its capital stock or any other securities or property of any nature whatsoever; then, in each such case, the Exercise Price in effect Warrant immediately prior to the close of business on such record date shall for any such dividend or distribution shall, automatically and without the requirement of further action by the Company or any Holder, be reduced immediately thereafter increased to the price a number determined by multiplying the number of Warrant Shares issuable upon the exercise of such Exercise Price Warrant immediately prior to such record date for any such dividend or distribution by a fraction, the quotient numerator of (x) which shall be the Fair Current Market Value per share of the Common Stock on the last trading day immediately preceding record date for such dividend or distribution (less any cash paid to Holders pursuant to Section 4.01 as part of the first date on same transaction), and the denominator of which the shall be such Current Market Value per share of Common Stock trades regular way on less the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such Distribution, minus the amount of cash and/or the Fair Market Value then fair value of the securitiesportion, evidences if any, of indebtedness, assets, rights or warrants the distribution applicable to be so distributed in respect of one share of Common Stock divided consisting of evidences of indebtedness, securities, other property, warrants, options or subscription or purchase rights; and subject to Section 3.08(b), the applicable Exercise Price shall be adjusted to a number determined by (y) dividing the Fair Market Value applicable Exercise Price immediately prior to such record date by the above fraction. Such adjustments shall be made, and shall only become effective, whenever any dividend or distribution is made; provided, however, that the Company is not required to make an adjustment pursuant to this Section 4.02 if at the time of such distribution the Company makes the same distribution to Holders as it makes to holders of Common Stock pro rata based on the last trading day immediately preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such Distribution; such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of shares of Common Stock issuable upon the exercise of each Warrant as in effect immediately prior for which such Warrants are exercisable (whether or not currently exercisable). Notwithstanding anything to the close of business on such record date contrary in this Section 4.02, no adjustment shall be increased immediately thereafter made pursuant to the amount determined by multiplying such number by the quotient of (x) the Exercise Price in effect immediately prior to the adjustment contemplated by the immediately preceding sentence divided by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. If the Distribution includes Common Stock as well as other items of the sort referred to in Section 5.2(A) or (B), then instead of adjusting for the entire Distribution under this Section 5.2 4.02 which shall have the Common Stock portion shall be treated as a Stock Dividend that triggers an adjustment to the Exercise Price and number effect of shares of Common Stock obtainable upon exercise of each Warrant under Section 5.1 and the other items in the Distribution shall trigger a further adjustment to such adjusted Exercise Price and number of shares under this Section 5.2. In the event that such Distribution is not so made, the Exercise Price and decreasing the number of shares of Common Stock Warrant Shares issuable upon exercise of each Warrant then in effect shall be readjusted, effective as of the date when the Board determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to increasing the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixedPrice.

Other Dividends and Distributions. If In the event that at any time or and from time to time prior to the exercise of any Warrant the Company shall fix a record date for the making distribute to all holders of a Common Stock any dividend or other distribution of (other than including any dividend or distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) or otherwise issue to all holders of Common Stock (i) as contemplated by Section 5.5, (ii) a Stock Dividend covered by Section 5.1 or (iii) a distribution of rights or warrants covered by Section 5.3), to the holders of its Common Stock (collectively, a “Distribution”) of: (A) any evidences of its indebtedness, any shares of its capital stock Capital Stock or any other properties or securities or property of any nature whatsoever (including cash); or (Bii) any options, warrants or other rights to subscribe for or purchase any of the following: foregoing (other then in the case of clauses (i) and (ii) above, (A) any evidences dividend or distribution described in Section 4.03 or (B) any rights, options, warrants or securities described in Section 4.04 or Section 4.05), then the number of its indebtedness, any shares Warrant Shares issuable upon the exercise of its capital stock or any other securities or property of any nature whatsoever; then, in each such case, the Exercise Price in effect Warrant immediately prior to the close of business on such record date shall for any such dividend or distribution shall, automatically and without the requirement of further action by the Company or any Holder, be reduced immediately thereafter increased to the price a number determined by multiplying the number of Warrant Shares issuable upon the exercise of such Exercise Price Warrant immediately prior to such record date for any such dividend or distribution by a fraction, the quotient numerator of (x) which shall be the Fair Current Market Value per share of the Common Stock on the last trading day immediately preceding record date for such dividend or distribution (less any cash paid to Holders pursuant to Section 4.01 as part of the first date on same transaction), and the denominator of which the shall be such Current Market Value per share of Common Stock trades regular way on less the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such Distribution, minus the amount of cash and/or the Fair Market Value then fair value of the securitiesportion, evidences if any, of indebtedness, assets, rights or warrants the distribution applicable to be so distributed in respect of one share of Common Stock divided by (y) consisting of evidences of indebtedness, securities, other property, warrants, options or subscription or purchase rights. Such adjustments shall be made, and shall only become effective, whenever any dividend or distribution is made; provided, however, that the Fair Market Value Company is not required to make an adjustment pursuant to this Section 4.02 if at the time of such distribution the Company makes the same distribution to Holders as it makes to holders of Common Stock pro rata based on the last trading day immediately preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such Distribution; such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of shares of Common Stock issuable upon the exercise of each Warrant as in effect immediately prior for which such Warrants are exercisable (whether or not currently exercisable). Notwithstanding anything to the close of business on such record date contrary in this Section 4.02, no adjustment shall be increased immediately thereafter made pursuant to the amount determined by multiplying such number by the quotient of (x) the Exercise Price in effect immediately prior to the adjustment contemplated by the immediately preceding sentence divided by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. If the Distribution includes Common Stock as well as other items of the sort referred to in Section 5.2(A) or (B), then instead of adjusting for the entire Distribution under this Section 5.2 4.02 which shall have the Common Stock portion shall be treated as a Stock Dividend that triggers an adjustment to the Exercise Price and number effect of shares of Common Stock obtainable upon exercise of each Warrant under Section 5.1 and the other items in the Distribution shall trigger a further adjustment to such adjusted Exercise Price and number of shares under this Section 5.2. In the event that such Distribution is not so made, the Exercise Price and decreasing the number of shares of Common Stock Warrant Shares issuable upon exercise of each Warrant then in effect shall be readjusted, effective as of the date when the Board determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to increasing the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixedPrice.

Other Dividends and Distributions. If at any time or from time to time prior to the exercise of any Warrant the Company shall fix a record date for the making of a dividend or other distribution (other than (i) as contemplated by Section 5.54.5, (ii) a Stock Dividend covered by Section 5.1 4.1 or (iii) a distribution of rights or warrants covered by Section 5.34.3), to the holders of its Common Stock (collectivelyeach, a “Distribution”) of: (A) any evidences of its indebtedness, any shares of its capital stock or any other securities or property of any nature whatsoever (including cash); or (B) any options, warrants or other rights to subscribe for or purchase any of the following: any evidences of its indebtedness, any shares of its capital stock or any other securities or property of any nature whatsoeverforegoing; then, in each such case, the Exercise Price in effect immediately prior to the close of business on such record date shall be reduced immediately thereafter to the price determined by multiplying such Exercise Price by the quotient of (x) the Fair Market Value of the Common Stock on the last trading day immediately preceding the first date on which the Common Stock trades regular way on the principal national securities exchange or quotation system on which the Common Stock is listed or admitted to trading without the right to receive such Distribution, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock divided by (y) the Fair Market Value of the Common Stock on the last trading day immediately preceding the first date on which the Common Stock trades regular way on the principal national securities exchange or quotation system on which the Common Stock is listed or admitted to trading without the right to receive such Distribution; such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of shares of Common Stock issuable upon the exercise of each Warrant as in effect immediately prior to the close of business on such record date shall be increased immediately thereafter to the amount determined by multiplying such number by the quotient of (x) the Exercise Price in effect immediately prior to the adjustment contemplated by the immediately preceding sentence divided by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. If the Distribution includes Common Stock as well as other items of the sort property referred to in Section 5.2(A4.2(A) or (B), then instead of adjusting for the entire Distribution under this Section 5.2 4.2 the Common Stock portion of such Distribution shall be treated as a Stock Dividend that triggers results in an adjustment to the Exercise Price and number of shares of Common Stock obtainable issuable upon exercise of each Warrant under Section 5.1 4.1 of this Agreement and the other items property distributed in the such Distribution shall trigger result in a further adjustment to such adjusted Exercise Price and number of shares under this Section 5.24.2. In the event that such Distribution is not so made, the Exercise Price and the number of shares of Common Stock issuable upon exercise of each Warrant then in effect shall be readjusted, effective as of the date when the Board determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this such Warrant if such record date had not been fixed.

Other Dividends and Distributions. If at any time or from time to time prior to the exercise of any Warrant In case the Company shall fix a record date for the making of a shall, by dividend or other distribution (other than (i) as contemplated by Section 5.5otherwise, (ii) a Stock Dividend covered by Section 5.1 or (iii) a distribution of rights or warrants covered by Section 5.3), distribute to the all holders of its Common Stock shares of any class of capital stock of the Company other than any dividends or distributions to which paragraph (collectively, a “Distribution”a) of: (A) any above applies or evidences of its indebtedness, cash or other assets, including securities, but excluding (i) any shares of its capital stock rights or warrants referred to in paragraph (c) above, (ii) any other stock, securities or other property of any nature whatsoever or assets (including cash); or ) distributed in connection with a reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance to which Section 4.2 hereof applies and (Biii) any optionsdividends and distributions paid exclusively in cash, warrants or other rights to subscribe for or purchase any of the following: any evidences of its indebtedness, any shares of its capital stock or any other securities or property of any nature whatsoever; then, in each such case, subject to the second succeeding paragraph of this paragraph (d), the Exercise Price Amount shall be increased so that the same shall be equal to the amount determined by multiplying the Exercise Amount in effect immediately prior to the close of business on the Record Date with respect to such record date distribution by a fraction: (i) the numerator of which shall be reduced the Market Price on such date plus the Fair Market Value (as determined by the Board of Directors, whose determination shall be conclusive and set forth in a Board Resolution) on such date of the portion of the securities so distributed applicable to one share of Common Stock determined on the basis of the number of shares of the Common Stock outstanding on the Record Date, and (ii) the denominator of which shall be such Market Price. (iii) Such increase shall become effective immediately thereafter prior to the price opening of business on the day following the Record Date. However, in the event that the then Fair Market Value as so determined of the portion of the securities so distributed applicable to one share of Common Stock is equal to or greater than the Market Price on the Record Date, in lieu of the foregoing adjustment, adequate provision shall be made so that each Holder shall have the right to receive upon exercise of a Warrant the amount of securities such Holder would have received had such Holder exercised such Warrant immediately prior to such Record Date. In the event that such dividend or distribution is not so paid or made, the Exercise Amount shall again be adjusted to be the Exercise Amount which would then be in effect if such dividend or distribution had not been declared. If the Board of Directors determines the Fair Market Value of any distribution for purposes of this paragraph (d) by multiplying reference to the actual or when issued trading market for any securities comprising all or part of such Exercise distribution, it must in doing so consider the prices in such market over the same period (the "Reference Period") used in computing the Market Price by pursuant to paragraph (g) below to the quotient extent possible, unless the Board of Directors in a Board Resolution determines in good faith that determining the Fair Market Value during the Reference Period would not be in the best interest of the Holders. In the event any such distribution consists of shares of capital stock of, or similar equity interests in, one or more of the Company's subsidiaries (x) a "Spin-Off"), the Fair Market Value of the Common Stock securities to be distributed shall equal the average of Trading Prices of those securities for the five consecutive Trading Days commencing on and including the last sixth day of trading day immediately preceding of those securities after the first date on which effectiveness of the Common Stock trades regular way on Spin-Off, and the principal national then current Market Price shall be measured for the same period. In the event, however, that an underwritten initial public offering of the securities exchange on which in the Common Stock is listed or admitted to trading without Spin-Off occurs simultaneously with the right to receive such DistributionSpin-Off, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so securities distributed in respect the Spin-Off shall mean the initial public offering price of one share of Common Stock divided by (y) such securities and the Fair then current Market Value of Price shall mean the Trading Price for the Common Stock on the last trading day immediately preceding same Trading Day. Rights or warrants distributed by the first date on which the Company to all holders of Common Stock trades regular way on entitling the principal national securities exchange on holders thereof to subscribe for or purchase shares of the Company's capital stock (either initially or under certain circumstances), which rights or warrants, until the Common Stock is listed occurrence of a specified event or admitted events ("Trigger Event"): (1) are deemed to trading without the right to receive be transferred with such Distribution; such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of shares of Common Stock issuable Stock; (2) are not exercisable; and (3) are also issued in respect of future issuances of Common Stock, (4) shall be deemed not to have been distributed for purposes of this paragraph (d) (and no adjustment to the Exercise Amount under this paragraph (d) will be required) until the occurrence of the earliest Trigger Event. If such right or warrant is subject to subsequent events, upon the exercise occurrence of which such right or warrant shall become exercisable to purchase different securities, evidences of indebtedness or other assets or entitle the holder to purchase a different number or amount of the foregoing or to purchase any of the foregoing at a different purchase price, then the occurrence of each Warrant as in effect immediately prior such event shall be deemed to be the close date of business on such issuance and record date shall be increased immediately thereafter with respect to a new right or warrant (and a termination or expiration of the amount determined by multiplying such number existing right or warrant without exercise by the quotient holder thereof). In addition, in the event of any distribution (xor deemed distribution) of rights or warrants, or any Trigger Event or other event (of the Exercise Price type described in effect immediately prior to the adjustment contemplated by the immediately preceding sentence divided by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. If the Distribution includes Common Stock as well as other items of the sort referred to ) with respect thereto, that resulted in Section 5.2(A) or (B), then instead of adjusting for the entire Distribution under this Section 5.2 the Common Stock portion shall be treated as a Stock Dividend that triggers an adjustment to the Exercise Price and number of shares of Common Stock obtainable upon exercise of each Warrant under Section 5.1 and the other items in the Distribution shall trigger a further adjustment to such adjusted Exercise Price and number of shares Amount under this Section 5.2. In the event that such Distribution is not so made, the Exercise Price and the number of shares of Common Stock issuable upon exercise of each Warrant then in effect shall be readjusted, effective as of the date when the Board determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.paragraph (d):

Other Dividends and Distributions. If at any time or from time to time prior to the exercise of any Warrant In case the Company shall fix a record date for the making of a shall, by dividend or other distribution (other than (i) as contemplated by Section 5.5otherwise, (ii) a Stock Dividend covered by Section 5.1 or (iii) a distribution of rights or warrants covered by Section 5.3), distribute to the all holders of its Common Stock shares of any class of capital stock of the Company other than any dividends or distributions to which paragraph (collectively, a “Distribution”a) of: (A) any above applies or evidences of its indebtedness, cash or other assets, including securities, but excluding (i) any shares of its capital stock rights or warrants referred to in paragraph (c) above, (ii) any other stock, securities or other property of any nature whatsoever or assets (including cash); or ) distributed in connection with a reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance to which Section 4.2 hereof applies and (Biii) any optionsdividends and distributions paid exclusively in cash, warrants or other rights to subscribe for or purchase any of the following: any evidences of its indebtedness, any shares of its capital stock or any other securities or property of any nature whatsoever; then, in each such case, subject to the second succeeding paragraph of this paragraph (d), the Exercise Price Amount shall be increased so that the same shall be equal to the amount determined by multiplying the Exercise Amount in effect immediately prior to the close of business on the Record Date with respect to such record date distribution by a fraction: (i) the numerator of which shall be reduced the Market Price on such date plus the Fair Market Value (as determined by the Board of Directors, whose determination shall be conclusive and set forth in a Board Resolution) on such date of the portion of the securities so distributed applicable to one share of Common Stock determined on the basis of the number of shares of the Common Stock outstanding on the Record Date, and (ii) the denominator of which shall be such Market Price. Such increase shall become effective immediately thereafter prior to the price opening of business on the day following the Record Date. However, in the event that the then Fair Market Value as so determined of the portion of the securities so distributed applicable to one share of Common Stock is equal to or greater than the Market Price on the Record Date, in lieu of the foregoing adjustment, adequate provision shall be made so that each Holder shall have the right to receive upon exercise of a Warrant the amount of securities such Holder would have received had such Holder exercised such Warrant immediately prior to such Record Date. In the event that such dividend or distribution is not so paid or made, the Exercise Amount shall again be adjusted to be the Exercise Amount which would then be in effect if such dividend or distribution had not been declared. If the Board of Directors determines the Fair Market Value of any distribution for purposes of this paragraph (d) by multiplying reference to the actual or when issued trading market for any securities comprising all or part of such Exercise distribution, it must in doing so consider the prices in such market over the same period (the "Reference Period") used in computing the Market Price by pursuant to paragraph (g) below to the quotient extent possible, unless the Board of Directors in a Board Resolution determines in good faith that determining the Fair Market Value during the Reference Period would not be in the best interest of the Holders. In the event any such distribution consists of shares of capital stock of, or similar equity interests in, one or more of the Company's subsidiaries (x) a "Spin-Off"), the Fair Market Value of the Common Stock securities to be distributed shall equal the average of Trading Prices of those securities for the five consecutive Trading Days commencing on and including the last sixth day of trading day immediately preceding of those securities after the first date on which effectiveness of the Common Stock trades regular way on Spin-Off, and the principal national then current Market Price shall be measured for the same period. In the event, however, that an underwritten initial public offering of the securities exchange on which in the Common Stock is listed or admitted to trading without Spin-Off occurs simultaneously with the right to receive such DistributionSpin-Off, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so securities distributed in respect the Spin-Off shall mean the initial public offering price of one share of Common Stock divided by (y) such securities and the Fair then current Market Value of Price shall mean the Trading Price for the Common Stock on the last trading day immediately preceding same Trading Day. Rights or warrants distributed by the first date on which the Company to all holders of Common Stock trades regular way on entitling the principal national securities exchange on holders thereof to subscribe for or purchase shares of the Company's capital stock (either initially or under certain circumstances), which rights or warrants, until the Common Stock is listed occurrence of a specified event or admitted events ("Trigger Event"): (1) are deemed to trading without the right to receive be transferred with such Distribution; such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of shares of Common Stock issuable Stock; (2) are not exercisable; and (3) are also issued in respect of future issuances of Common Stock, shall be deemed not to have been distributed for purposes of this paragraph (d) (and no adjustment to the Exercise Amount under this paragraph (d) will be required) until the occurrence of the earliest Trigger Event. If such right or warrant is subject to subsequent events, upon the exercise occurrence of which such right or warrant shall become exercisable to purchase different securities, evidences of indebtedness or other assets or entitle the holder to purchase a different number or amount of the foregoing or to purchase any of the foregoing at a different purchase price, then the occurrence of each Warrant as in effect immediately prior such event shall be deemed to be the close date of business on such issuance and record date shall be increased immediately thereafter with respect to a new right or warrant (and a termination or expiration of the amount determined by multiplying such number existing right or warrant without exercise by the quotient holder thereof). In addition, in the event of any distribution (xor deemed distribution) of rights or warrants, or any Trigger Event or other event (of the Exercise Price type described in effect immediately prior to the adjustment contemplated by the immediately preceding sentence divided by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. If the Distribution includes Common Stock as well as other items of the sort referred to ) with respect thereto, that resulted in Section 5.2(A) or (B), then instead of adjusting for the entire Distribution under this Section 5.2 the Common Stock portion shall be treated as a Stock Dividend that triggers an adjustment to the Exercise Price and number of shares of Common Stock obtainable upon exercise of each Warrant under Section 5.1 and the other items in the Distribution shall trigger a further adjustment to such adjusted Exercise Price and number of shares Amount under this Section 5.2. In the event that such Distribution is not so made, the Exercise Price and the number of shares of Common Stock issuable upon exercise of each Warrant then in effect shall be readjusted, effective as of the date when the Board determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.paragraph (d):

Other Dividends and Distributions. If the Company at any time or from time to time prior to after the exercise of any Warrant the Company shall fix Closing Date makes or issues, or fixes a record date for the making determination of holders of Common Stock entitled to receive, a dividend or other distribution (other than (i) as contemplated by Section 5.5, (ii) a Stock Dividend covered by Section 5.1 or (iii) a distribution of rights or warrants covered by Section 5.3), to the holders of its Common Stock (collectively, a “Distribution”) ofpayable in: (A) any evidences securities or other property of its indebtedness, any the Company other than shares of its capital stock Common Stock, Options or any other securities or property of any nature whatsoever (including cash); or (B) any optionsConvertible Securities, warrants or other rights to subscribe for or purchase any of the following: any evidences of its indebtedness, any shares of its capital stock or any other securities or property of any nature whatsoever; then, then in each such case, the Exercise Price in effect immediately prior to the close of business on such record date shall be reduced immediately thereafter to the price determined by multiplying such Exercise Price by the quotient of (x) the Fair Market Value of the Common Stock on the last trading day immediately preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such Distribution, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock divided by (y) the Fair Market Value of the Common Stock on the last trading day immediately preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such Distribution; such adjustment event provision shall be made successively whenever such a record date is fixed. In such eventso that the Holder of this Warrant shall receive upon exercise thereof, in addition to the number of shares of Common Stock issuable purchasable thereupon, the amount of such other securities of the Company or the value of such other property that they would have received had this Warrant been exercised for Common Stock on the record date of such event and had such Holder thereafter, during the period from the date of such event to and including the exercise date, retained such securities or other property receivable by such Holder during such period giving application to all adjustments called for during such period under Section 2 with respect to the rights of such Holder; and, provided, further, however, that no such adjustment shall be made if the Holder of this Warrant receives simultaneously with all other recipients, upon the exercise election of each Warrant as a Two-Thirds Interest, a dividend or other distribution of such securities or other property in effect immediately prior to the close of business on such record date shall be increased immediately thereafter an amount equal to the amount determined by multiplying of such number by securities or other property as such Holder would have received if this Warrant had been exercised for Common Stock on the quotient record date of such event and, upon such election, the Holder shall receive such dividend or distribution as if the Holders had exercised all of the Warrants in full on the date such record is taken; and (xB) Common Stock, Options or Convertible Securities, then a Two-Thirds Interest shall be entitled to elect to receive such dividend or distribution as if the Exercise Holders had exercised all of the Warrants in full on the date such record is taken; provided, however, that in the event a Two-Thirds Interest so elects and all of the Holders actually receive such dividend or distribution, the Antidilution Price in effect immediately prior shall not be adjusted pursuant to the adjustment contemplated by the immediately preceding sentence divided by (y) the new Exercise Price determined in accordance provisions of Section 2.2 with the immediately preceding sentence. If the Distribution includes Common Stock as well as other items of the sort referred to in Section 5.2(A) or (B), then instead of adjusting for the entire Distribution under this Section 5.2 the Common Stock portion shall be treated as a Stock Dividend that triggers an adjustment to the Exercise Price and number of shares of Common Stock obtainable upon exercise of each Warrant under Section 5.1 and the other items in the Distribution shall trigger a further adjustment respect to such adjusted Exercise Price and number of shares under this Section 5.2dividend or distribution. In the event that no such Distribution election is not so made, the Exercise Price and the number provisions of shares of Common Stock issuable upon exercise of each Warrant then in effect Section 2.2(d) shall be readjusted, effective as of the date when the Board determines not apply with respect to distribute such shares, evidences of indebtedness, assets, rights, cash dividend or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixeddistribution.

Other Dividends and Distributions. If at any time or from time to time prior to after the exercise of any Warrant date hereof, the Company shall fix a record date for the making of a dividend or other distribution (other than (i) as contemplated by Section 5.5, (ii) a Stock Dividend covered by Section 5.1 or (iii) a distribution of rights or warrants covered by Section 5.3), distributes to the holders of its Common Stock (collectivelyStock, a “Distribution”) of: (A) any evidences other than as part of its indebtednessdissolution or liquidation or the winding up of its affairs, any shares evidence of indebtedness or any of its capital stock assets or any securities (other securities than distributions of cash paid as a dividend out of earnings after the date hereof or property of any nature whatsoever (including cashdividends or distributions provided for in Section 4(a); or (B, 4(b) any options, warrants or other rights to subscribe for or purchase any of the following: any evidences of its indebtedness, any shares of its capital stock or any other securities or property of any nature whatsoever; then, in each such case4(g)), the Exercise Price in effect immediately prior to the close of business on the record date fixed for the determination of holders of Common Stock entitled to receive any such distribution shall be adjusted, effective as of the close of business on such record date shall be reduced immediately thereafter date, to a price (calculated to the price nearest cent) determined by multiplying such Exercise Price by the quotient of a fraction (x) the Fair numerator of which shall be the Market Value Price less the fair market value of such distribution (as determined in good faith by the Board of Directors of the Company or a duly constituted committee thereof, if made other than in cash) payable in respect of one share of the Common Stock on Stock, and (y) the last trading day immediately preceding denominator of which shall be such Market Price. As used in this Section 4(d), the first date on which term "Market Price" shall mean (x) the average closing price of a share of Common Stock trades regular way for the ten consecutive trading days immediately preceding, but not including, the record date referred to in the preceding sentence, as reported on the principal national securities exchange on which the shares of Common Stock is are listed or admitted to trading without the right to receive such Distribution, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock divided by (y) the Fair Market Value of the Common Stock on the last trading day immediately preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is if not listed or admitted to trading without on any national securities exchange, the right to receive average of the closing sale prices during such Distribution; ten trading day period as reported by the Nasdaq Stock Market or, if not traded on such adjustment market, the average of the closing bid and asked prices during such ten trading day period in the over-the-counter market as reported by the NASD Automated Quotation System or any comparable system or (z) in all other cases, as determined in good faith by the Board of Directors of the Company (including any authorized committee thereof, the "Board of Directors"), whose determination shall be made successively whenever such a record date is fixed. In such event, the number of shares of Common Stock issuable upon the exercise of each Warrant as in effect immediately prior to the close of business on such record date shall be increased immediately thereafter to the amount determined by multiplying such number by the quotient of (x) the Exercise Price in effect immediately prior to the adjustment contemplated by the immediately preceding sentence divided by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. If the Distribution includes Common Stock as well as other items of the sort referred to in Section 5.2(A) or (B), then instead of adjusting for the entire Distribution under this Section 5.2 the Common Stock portion shall be treated as a Stock Dividend that triggers an adjustment to the Exercise Price and number of shares of Common Stock obtainable upon exercise of each Warrant under Section 5.1 and the other items in the Distribution shall trigger a further adjustment to such adjusted Exercise Price and number of shares under this Section 5.2. In the event that such Distribution is not so made, the Exercise Price and the number of shares of Common Stock issuable upon exercise of each Warrant then in effect shall be readjusted, effective as of the date when the Board determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixedconclusive absent manifest error.

Other Dividends and Distributions. If In the event that at any time or and from time to time prior to the exercise of any Warrant the Company shall fix a record date for the making distribute to all holders of a Common Stock any dividend or other distribution of (other than including any dividend or distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) or otherwise issue to all holders of Common Stock (i) as contemplated by Section 5.5, (ii) a Stock Dividend covered by Section 5.1 or (iii) a distribution of rights or warrants covered by Section 5.3), to the holders of its Common Stock (collectively, a “Distribution”) of: (A) any evidences of its indebtedness, any shares of its capital stock Capital Stock or any other properties or securities or property of any nature whatsoever (including cash); or (Bii) any options, warrants or other rights to subscribe for or purchase any of the following: foregoing (other then in the case of clauses (i) and (ii) above, (A) any evidences of its indebtednessdividend or distribution described in Section 4.03 or (B) any rights, any shares of its capital stock options, warrants or any other securities described in Section 4.04 or property of any nature whatsoever; thenSection 4.05), in each such case, then the Base Exercise Price in effect Amount immediately prior to the close of business on such record date shall for any such dividend or distribution shall, automatically and without the requirement of further action by the Company or any Holder, be reduced immediately thereafter increased to the price a number determined by multiplying the Base Exercise Amount immediately prior to such Exercise Price record date for any such dividend or distribution by a fraction, the quotient numerator of (x) which shall be the Fair Current Market Value per share of the Common Stock on the last trading day immediately preceding record date for such dividend or distribution (less any cash paid to Holders pursuant to Section 4.01 as part of the first date on same transaction), and the denominator of which the shall be such Current Market Value per share of Common Stock trades regular way on less the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such Distribution, minus the amount of cash and/or the Fair Market Value then fair value of the securitiesportion, evidences if any, of indebtedness, assets, rights or warrants the distribution applicable to be so distributed in respect of one share of Common Stock divided by (y) consisting of evidences of indebtedness, securities, other property, warrants, options or subscription or purchase rights. Such adjustments shall be made, and shall only become effective, whenever any dividend or distribution is made; provided, however, that the Fair Market Value Company is not required to make an adjustment pursuant to this Section 4.02 if at the time of such distribution the Company makes the same distribution to Holders as it makes to holders of Common Stock pro rata based on the last trading day immediately preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such Distribution; such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of shares of Common Stock issuable upon the exercise of each Warrant as in effect immediately prior for which such Warrants are exercisable (whether or not currently exercisable). Notwithstanding anything to the close of business on such record date contrary in this Section 4.02, no adjustment shall be increased immediately thereafter made pursuant to the amount determined by multiplying such number by the quotient of (x) the Exercise Price in effect immediately prior to the adjustment contemplated by the immediately preceding sentence divided by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. If the Distribution includes Common Stock as well as other items of the sort referred to in Section 5.2(A) or (B), then instead of adjusting for the entire Distribution under this Section 5.2 4.02 which shall have the Common Stock portion shall be treated as a Stock Dividend that triggers an adjustment to the Exercise Price and number effect of shares of Common Stock obtainable upon exercise of each Warrant under Section 5.1 and the other items in the Distribution shall trigger a further adjustment to such adjusted Exercise Price and number of shares under this Section 5.2. In the event that such Distribution is not so made, the Exercise Price and decreasing the number of shares of Common Stock Warrant Shares issuable upon exercise of each Warrant then in effect shall be readjusted, effective as of the date when the Board determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to increasing the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixedPrice.

Other Dividends and Distributions. If at any time or from time to time prior to the exercise of any Warrant In case the Company shall fix a record date for the making of a dividend or other distribution (other than (i) as contemplated by Section 5.5, (ii) a Stock Dividend covered by Section 5.1 or (iii) a distribution to all holders of rights or warrants covered by Section 5.3), to the holders shares of its Common Stock of securities, evidences of indebtedness, assets, cash, rights or warrants (collectivelyexcluding regular quarterly cash dividends on shares of Common Stock of up to $0.08 per share to the extent the Board determines to reinstate its prior regular quarterly dividend policy after the date hereof (adjusted for stock splits, dividends, contributions and the like and with any cash dividend pursuant to any such reinstated quarterly dividend policy to be deemed a “Distribution”regular quarterly cash dividend” for such purposes) of: (A) any evidences out of its indebtednesssurplus or net profits legally available therefor and dividends payable in Capital Stock for which adjustment is made under Section 4.1), any shares of its capital stock or any other securities or property of any nature whatsoever (including cash); or (B) any options, warrants or other rights to subscribe for or purchase any of the following: any evidences of its indebtedness, any shares of its capital stock or any other securities or property of any nature whatsoever; then, then in each such casecase (unless the Company elects to reserve shares or other units of such securities, evidences of indebtedness, assets, cash, rights or warrants for distribution to the Holders upon the exercise of such Warrants so that any such Holder exercising its Warrants shall receive upon such exercise (in addition to the shares of Common Stock to which such Holder is entitled), unless such rights have terminated or expired in accordance with their terms prior to such exercise, the amount and kind of such securities, evidences of indebtedness, assets, cash, rights or warrants which such Holder would have received if such Holder had, immediately prior to the record date for the distribution of the securities, evidences of indebtedness, assets, cash, rights or warrants, exercised its Warrants for Common Stock), the Exercise Price in effect immediately prior to the close of business on such record date shall be reduced immediately thereafter to the price determined by multiplying such the Exercise Price in effect immediately prior to the reduction by the quotient of (xi) the Fair Market Value closing sale price on the Applicable Exchange of the Common Stock on the last trading day immediately preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading Applicable Exchange without the right to receive such Distributiondistribution, minus the amount of cash and/or or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock (the “Per Share Fair Market Value”) divided by (yii) the Fair Market Value of the Common Stock such closing sale price on the last trading day immediately preceding the first Applicable Exchange on such date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such Distributionspecified in clause (i); such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of shares of Common Stock issuable upon the exercise of each Warrant as in effect immediately prior to the close of business on such record date Warrants shall be increased immediately thereafter to the amount determined number obtained by multiplying such number by dividing (1) the quotient product of (xA) the number of shares of Common Stock issuable upon the exercise of the Warrants before such adjustment, and (B) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment contemplated by the immediately preceding sentence divided by (y2) the new Exercise Price determined in accordance with the immediately preceding sentence. If Notwithstanding the Distribution includes foregoing, if the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants so distributed applicable to one share of Common Stock as well as other items is equal to or greater than the closing sale price on the Applicable Exchange of the sort referred to in Section 5.2(A) or (B), then instead of adjusting for the entire Distribution under this Section 5.2 the Common Stock portion on the date mentioned above, then, in lieu of the foregoing adjustments, adequate provision shall be treated as a Stock Dividend made so that triggers an adjustment each Holder shall instead have the right to receive the Exercise Price amount and number kind of shares securities, evidences of Common Stock obtainable upon exercise of each indebtedness, assets, rights or warrants which such Holder would have received in such distribution had such Holder exercised its Warrant under Section 5.1 and the other items in the Distribution shall trigger a further adjustment immediately prior to such adjusted Exercise Price and number of shares under this Section 5.2record date. In the event that such Distribution a distribution for which an adjustment is made hereunder is not so made, the Exercise Price and the number of shares of Common Stock issuable upon exercise of each Warrant the Warrants then in effect shall be readjusted, readjusted effective as of the date when the Board determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares shares of Common Stock that would then be issuable upon exercise of this Warrant the Warrants if such record date had not been fixed.

Other Dividends and Distributions. If In case the Company fixes a record date, at any time or from time to time prior to the exercise purchase and sale of any Warrant all of the Company shall fix a record date Subsequent Shares pursuant to this Agreement, for the making of a dividend distribution to all holders of Common Shares of securities, evidences of Indebtedness, assets, cash, rights or other distribution warrants (other than excluding (i) as contemplated by dividends payable in Common Shares for which adjustment is made under Section 5.5, 2.3(a) and (ii) a Stock Dividend covered by Section 5.1 or (iii) a distribution regular quarterly cash dividends on Common Shares amounting in the aggregate to 50% of rights or warrants covered by Section 5.3the Company’s net income based on the preceding three months as set forth in the Company’s then-publicly disclosed quarterly dividend policy), to the holders of its Common Stock (collectively, a “Distribution”) of: (A) any evidences of its indebtedness, any shares of its capital stock or any other securities or property of any nature whatsoever (including cash); or (B) any options, warrants or other rights to subscribe for or purchase any of the following: any evidences of its indebtedness, any shares of its capital stock or any other securities or property of any nature whatsoever; then, then in each such case, the Exercise Per Share Price in effect immediately prior to the close of business on such record date shall will be reduced immediately thereafter to the price determined by multiplying such Exercise the Per Share Price in effect immediately prior to the reduction by the quotient of (xA) the Fair Current Market Value of the Common Stock Price on the last trading day immediately preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such Distributionrecord date, minus the amount of cash and/or or the Fair Market Value fair market value (as determined by the Board in good faith) of the securities, evidences of indebtednessIndebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock Share divided by (yB) such Current Market Price on such date specified in clause (A). Notwithstanding the Fair Market Value foregoing, if the amount of cash or the fair market value of the securities, evidences of Indebtedness, assets, rights or warrants so distributed applicable to one Common Stock Share is equal to or greater than the Current Market Price on the last trading day immediately preceding record date, then, in lieu of the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without foregoing adjustments, adequate provision will be made so that each Investor will instead have the right to receive the amount and kind of securities, evidences of Indebtedness, assets, rights or warrants which such Distribution; Investor would have received in such adjustment shall be made successively whenever distribution had such a record date is fixed. In such event, Investor purchased the number of shares of Common Stock issuable upon the exercise of each Warrant as in effect applicable Remaining Subsequent Shares immediately prior to the close of business on such record date shall be increased immediately thereafter to the amount determined by multiplying such number by the quotient of (x) the Exercise Price in effect immediately prior to the adjustment contemplated by the immediately preceding sentence divided by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. If the Distribution includes Common Stock as well as other items of the sort referred to in Section 5.2(A) or (B), then instead of adjusting for the entire Distribution under this Section 5.2 the Common Stock portion shall be treated as a Stock Dividend that triggers an adjustment to the Exercise Price and number of shares of Common Stock obtainable upon exercise of each Warrant under Section 5.1 and the other items in the Distribution shall trigger a further adjustment to such adjusted Exercise Price and number of shares under this Section 5.2date. In the event that such Distribution a distribution for which an adjustment is made hereunder is not so made, the Exercise Per Share Price and the number of shares of Common Stock issuable upon exercise of each Warrant then in effect shall will be readjusted, readjusted effective as of the date when the Board determines not to distribute such shares, evidences of indebtednessIndebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Per Share Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

Other Dividends and Distributions. If at any time or from time to time prior to the exercise of any Warrant In case the Company shall fix a record date for the making of a shall, by dividend or other distribution (other than (i) as contemplated by Section 5.5otherwise, (ii) a Stock Dividend covered by Section 5.1 or (iii) a distribution of rights or warrants covered by Section 5.3), distribute to the all holders of its Common Stock shares of any class of capital stock of the Company other than any dividends or distributions to which paragraph (collectively, a “Distribution”a) of: (A) any above applies or evidences of its indebtedness, cash or other assets, including securities, but excluding (i) any shares of its capital stock rights or warrants referred to in paragraph (c) above, (ii) any other stock, securities or other property of any nature whatsoever or assets (including cash); or ) distributed in connection with a reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance to which Section 4.2 hereof applies and (Biii) any optionsdividends and distributions paid exclusively in cash, warrants or other rights to subscribe for or purchase any of the following: any evidences of its indebtedness, any shares of its capital stock or any other securities or property of any nature whatsoever; then, in each such case, subject to the second succeeding paragraph of this paragraph (d), the Exercise Price Amount shall be increased so that the same shall be equal to the amount determined by multiplying the Exercise Amount in effect immediately prior to the close of business on the Record Date with respect to such record date distribution by a fraction: (i) the numerator of which shall be reduced the Market Price on such date plus the Fair Market Value (as determined by the Board of Directors, whose determination shall be conclusive and set forth in a Board Resolution) on such date of the portion of the securities so distributed applicable to one share of Common Stock determined on the basis of the number of shares of the Common Stock outstanding on the Record Date, and (ii) the denominator of which shall be such Market Price. (iii) Such increase shall become effective immediately thereafter prior to the price opening of business on the day following the Record Date. However, in the event that the then Fair Market Value as so determined of the portion of the securities so distributed applicable to one share of Common Stock is equal to or greater than the Market Price on the Record Date, in lieu of the foregoing adjustment, adequate provision shall be made so that each Holder shall have the right to receive upon exercise of a Warrant the amount of securities such Holder would have received had such Holder exercised such Warrant immediately prior to such Record Date. In the event that such dividend or distribution is not so paid or made, the Exercise Amount shall again be adjusted to be the Exercise Amount which would then be in effect if such dividend or distribution had not been declared. If the Board of Directors determines the Fair Market Value of any distribution for purposes of this paragraph (d) by multiplying reference to the actual or when issued trading market for any securities comprising all or part of such Exercise distribution, it must in doing so consider the prices in such market over the same period (the “Reference Period”) used in computing the Market Price by pursuant to paragraph (g) below to the quotient extent possible, unless the Board of Directors in a Board Resolution determines in good faith that determining the Fair Market Value during the Reference Period would not be in the best interest of the Holders. In the event any such distribution consists of shares of capital stock of, or similar equity interests in, one or more of the Company’s subsidiaries (x) a “Spin-Off”), the Fair Market Value of the Common Stock securities to be distributed shall equal the average of Trading Prices of those securities for the five consecutive Trading Days commencing on and including the last sixth day of trading day immediately preceding of those securities after the first date on which effectiveness of the Common Stock trades regular way on Spin-Off, and the principal national then current Market Price shall be measured for the same period. In the event, however, that an underwritten initial public offering of the securities exchange on which in the Common Stock is listed or admitted to trading without Spin-Off occurs simultaneously with the right to receive such DistributionSpin-Off, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so securities distributed in respect the Spin-Off shall mean the initial public offering price of one share of Common Stock divided by (y) such securities and the Fair then current Market Value of Price shall mean the Trading Price for the Common Stock on the last trading day immediately preceding same Trading Day. Rights or warrants distributed by the first date on which the Company to all holders of Common Stock trades regular way on entitling the principal national securities exchange on holders thereof to subscribe for or purchase shares of the Company’s capital stock (either initially or under certain circumstances), which rights or warrants, until the Common Stock is listed occurrence of a specified event or admitted events (“Trigger Event”): (i) are deemed to trading without the right to receive be transferred with such Distribution; such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of shares of Common Stock issuable Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of Common Stock, (iv) shall be deemed not to have been distributed for purposes of this paragraph (d) (and no adjustment to the Exercise Amount under this paragraph (d) will be required) until the occurrence of the earliest Trigger Event. If such right or warrant is subject to subsequent events, upon the exercise occurrence of which such right or warrant shall become exercisable to purchase different securities, evidences of indebtedness or other assets or entitle the holder to purchase a different number or amount of the foregoing or to purchase any of the foregoing at a different purchase price, then the occurrence of each Warrant as in effect immediately prior such event shall be deemed to be the close date of business on such issuance and record date shall be increased immediately thereafter with respect to a new right or warrant (and a termination or expiration of the amount determined by multiplying such number existing right or warrant without exercise by the quotient holder thereof). In addition, in the event of any distribution (xor deemed distribution) of rights or warrants, or any Trigger Event or other event (of the Exercise Price type described in effect immediately prior to the adjustment contemplated by the immediately preceding sentence divided by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. If the Distribution includes Common Stock as well as other items of the sort referred to ) with respect thereto, that resulted in Section 5.2(A) or (B), then instead of adjusting for the entire Distribution under this Section 5.2 the Common Stock portion shall be treated as a Stock Dividend that triggers an adjustment to the Exercise Price and number of shares of Common Stock obtainable upon exercise of each Warrant under Section 5.1 and the other items in the Distribution shall trigger a further adjustment to such adjusted Exercise Price and number of shares Amount under this Section 5.2. In the event that such Distribution is not so made, the Exercise Price and the number of shares of Common Stock issuable upon exercise of each Warrant then in effect shall be readjusted, effective as of the date when the Board determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.paragraph (d):