Common use of Protection Against Dilution Clause in Contracts

Protection Against Dilution. If the Corporation, with respect to the Common Stock, (1) pays a dividend or makes a distribution on shares of Common Stock that is paid in shares of Common Stock or in securities convertible into or exchangeable for Common Stock (in which latter event the number of shares of Common Stock initially issuable upon the conversion or exchange of such securities shall be deemed to have been distributed), (2) subdivides outstanding shares of Common Stock, (3) combines outstanding shares of Common Stock into a smaller number of shares, or (4) issues by reclassification of Common Stock any shares of capital stock of the Corporation, the number of shares as to which this Warrant is exercisable as of the date of such event and the Exercise Price in effect immediately prior thereto shall be adjusted so that each Holder thereafter shall be entitled to receive the number and kind of shares of Common Stock or other capital stock of the Corporation that it would have owned or been entitled to receive in respect of this Warrant immediately after the happening of any of the events described above had this Warrant been converted immediately prior to the happening of that event; provided that the aggregate purchase price payable for the total numbers of shares of Common Stock purchasable under this Warrant shall remain the same. An adjustment made in accordance with this section shall become effective immediately after the record date, in the case of a dividend, and shall become effective immediately after the effective date, in the case of a subdivision, combination, or reclassification. If, as a result of an adjustment made in accordance with this Section 4, the Holder becomes entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Corporation, the board of directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Exercise Rate between or among shares of such classes of capital stock or shares of Common Stock and other capital stock.

Protection Against Dilution. If 3.1 If, at any time or from time to time after the Corporationdate of this Warrant, with respect the Company shall distribute pro rata to all of the Common Stock, (1) pays a dividend or makes a distribution on holders of its then outstanding shares of Common Stock that is paid in (a) securities, other than shares of Common Stock or stock options, or (b) property, other than cash, without payment therefor, then, and in each such case, the Holder, upon the exercise of this Warrant, shall be entitled to receive the securities convertible into or exchangeable for Common Stock (in and property which latter event the Holder would hold on the date of such exercise if, on the date of this Warrant, the Holder had been the holder of record of the number of shares of the Common Stock initially issuable subscribed for upon such exercise and, during the conversion or exchange period from the date of this Warrant to and including the date of such exercise, had retained such shares and the securities and properties receivable by the Holder during such period. 3.2 If, at any time or from time to time after the date of this Warrant, the Company shall be deemed to have been distributed), (2a) subdivides outstanding pay a dividend on its Common Stock in shares of Common Stock, (3b) combines subdivide its outstanding shares of Common Stock into a greater number of shares, (c) combine its outstanding shares of Common Stock into a smaller number of shares, or (4d) issues issue by reclassification of its Common Stock any shares of any other class of capital stock of the CorporationCompany, the number of shares as to which this Warrant is exercisable as of the date of such event Shares and the Exercise Warrant Price in effect immediately prior thereto to such event shall be adjusted so that each that, upon exercise of this Warrant, the Holder thereafter shall be entitled to receive purchase under this Warrant, without additional consideration therefor, the number and kind of shares of Common Stock or other capital stock of the Corporation that it Company which he would have owned or been entitled to receive in respect of this Warrant purchase immediately after following the happening of any of the events described above in this subsection 3.2 had this Warrant been converted exercised and the Holder become the holder of record of the Warrant Shares purchased upon such exercise immediately prior to the happening record date fixed for the determination of that event; provided that stockholders entitled to receive such dividend or distribution or the effective date of such subdivision, combination or reclassification at a Warrant Price equal to the aggregate purchase price payable consideration which the Holder would have had to pay for such Warrant Shares immediately prior to such event divided by the total numbers number of shares of Common Stock purchasable under this Warrant shall remain Shares the sameHolder is entitled to receive immediately after such event. An adjustment made in accordance with pursuant to this section subsection 3.2 shall become effective immediately after the record date, date in the case of a dividend, dividend or distribution and shall become effective immediately after the effective date, date in the case of a subdivision, combination, combination or reclassification. If, as a result of an adjustment made in accordance with pursuant to this Section 4subsection 3.2, the Holder becomes of this Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and any other class of capital stock of the Corporationcompany, the board Board of directors Directors (whose determination shall be conclusiveconclusive and shall be described in a written notice to all holders of the Warrants promptly after such adjustment) shall determine the allocation of the adjusted Exercise Rate Warrant Price between or among shares of such classes of capital stock or shares of Common Stock and such other class of capital stock. 3.3 In case of any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the continuing or surviving corporation, or in case of any sale or conveyance to another entity of all or substantially all of the property of the Company as an entirety or substantially as an entirety, the Holder of this Warrant shall have the right thereafter, upon exercise of this Warrant, to receive the kind and amount of securities, cash or other property which he would have owned or been entitled to receive immediately after such consolidation, merger, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such consolidation, merger, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application thereafter of the provisions of this Section 3 with respect to the rights and interests of the Holder of this Warrant to the end that the provisions of this Section 3 thereafter shall be correspondingly applicable, as nearly as may reasonably be, to such securities and other property. Notice of any such consolidation, merger, sale or conveyance, and of said provisions so proposed to be made, shall be mailed to the Holder not less than thirty (30) days prior to such event. A sale of all, or substantially all, of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes.

Protection Against Dilution. If (a) In the Corporationevent the Company shall, with respect at any time or from time to time after the date of issuance of this Warrant, issue or distribute to all of the holders of its shares of Common Stock evidence of its indebtedness, any other securities of the Company or any cash, property or other assets (any such event being herein called a "SPECIAL DIVIDEND"), the Per Share Exercise Price shall be adjusted by multiplying the Per Share Exercise Price then in effect by a fraction, the numerator of which shall be the then Current Market Price (as defined in paragraph 3(k) below) of the Common Stock, less the Current Market Price of the Special Dividend issued or distributed in respect of one share of Common Stock, and the denominator of which shall be the Current Market Price of the Common Stock. Such adjustment shall be made successively whenever such a record date is fixed. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date for the determination of shareholders entitled to receive such distribution. (1b) pays In case the Company shall hereafter (i) pay a dividend or makes make a distribution on shares of Common Stock that is paid its capital stock in shares of Common Stock or in securities convertible into or exchangeable for Common Stock (in which latter event the number of shares of Common Stock initially issuable upon the conversion or exchange of such securities shall be deemed to have been distributed), (2) subdivides outstanding shares of Common Stock, (3ii) combines subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares, shares or (4iv) issues issue by reclassification of its Common Stock any shares of capital stock of the CorporationCompany, the number of shares as to which this Warrant is exercisable as of the date of such event and the Per Share Exercise Price in effect immediately prior thereto shall be adjusted so that each Holder thereafter to be equal to a fraction, the numerator of which shall be entitled to receive the Aggregate Exercise Price and the denominator of which shall be the number and kind of shares of Common Stock or other capital stock of the Corporation that it would have owned or been entitled to receive in respect Company issuable upon exercise of this Warrant immediately after the happening of any of the events described above had assuming this Warrant had been converted exercised immediately prior to the happening of that event; provided that the aggregate purchase price payable for the total numbers of shares of Common Stock purchasable under this Warrant shall remain the samesuch action. An adjustment made in accordance with pursuant to this section subsection 3(b) shall become effective immediately after the record date, date in the case of a dividend, dividend or distribution and shall become effective immediately after the effective date, date in the case of a subdivision, combinationcombination or reclassification. (i) Except as provided in subsections 3(a) and 3(b)(i), in the event the Company shall hereafter issue or sell any Common Stock, any securities convertible into Common Stock or any rights, options or warrants to purchase Common Stock or securities convertible into Common Stock, in each case for a price per share or entitling the holders thereof to purchase Common Stock at a price per share (determined by dividing (i) the total amount, if any, received or receivable by the Company in consideration of the issuance or sale of such securities plus the consideration, if any, payable to the Company upon exercise or conversion thereof (collectively, the "TOTAL CONSIDERATION") by (ii) the number of additional shares of Common Stock issued, sold or issuable upon exercise or conversion of such securities) which is less than the then Current Market Price of the Common Stock (as defined below) but not below the current Per Share Exercise Price (which event is governed by subsection 3(c)(ii)), the Per Share Exercise Price shall be adjusted as of the date of such issuance or sale by multiplying the Per Share Exercise Price then in effect by a fraction, the numerator of which shall be (x) the sum of (A) the number of shares of Common Stock outstanding on the record date of such issuance or sale plus (B) the Total Consideration divided by the Current Market Price of the Common Stock, and the denominator of which shall be (y) the number of shares of Common Stock outstanding on the record date of such issuance or sale plus the maximum number of additional shares of Common Stock issued, sold or issuable upon exercise or conversion of such securities. (ii) Except as provided in subsection 3(a) and 3(b)(i), in the event the Company shall hereafter issue or sell any Common Stock, any securities convertible into Common Stock or any rights, options or warrants to purchase Common Stock or securities convertible into Common Stock, in each case for a price per share or entitling the holders thereof to purchase Common Stock at a price per share (the "ISSUE PRICE"), (determined by dividing (i) the Total Consideration by (ii) the number of additional shares of Common Stock issuable upon exercise or conversion of such securities) which is less than the then current Per Share Exercise Price in effect on the record date of such issuance, the Per Share Exercise Price shall be adjusted to equal the Issue Price. (d) In the event of any capital reorganization or reclassification, or any consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or in case of any sale or conveyance to another entity of the property of the Company as an entirety or substantially as an entirety, or in the case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Company), the Holder of this Warrant shall have the right thereafter to receive on the exercise of this Warrant the kind and amount of securities, cash or other property which the Holder would have owned or have been entitled to receive immediately after such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Section 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Section 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant. The above provisions of this subsection 3(e) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. The issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant shall be responsible for all of the agreements and obligations of the Company hereunder. Notice of any such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and of said provisions so proposed to be made, shall be mailed to the Holders of the Warrants not less than 30 days prior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. (e) In case any event shall occur as to which the other provisions of this Section 3 are not strictly applicable but as to which the failure to make any adjustment would not fairly protect the purchase rights represented by this Warrant in accordance with the essential intent and principles hereof then, in each such case, the Holders of Warrants representing the right to purchase a majority of the Warrant Shares subject to all outstanding Warrants may appoint a firm of independent public accountants of recognized national standing reasonably acceptable to the Company, which shall give their opinion as to the adjustment, if any, on a basis consistent with the essential intent and principles established herein, necessary to preserve the purchase rights represented by the Warrants. Upon receipt of such opinion, the Company will promptly mail a copy thereof to the Holder of this Warrant and shall make the adjustments described therein. The fees and expenses of such independent public accountants shall be borne by the Company. (f) Whenever the Per Share Exercise Price payable upon exercise of each Warrant is adjusted pursuant to this Section 3, the number of shares of Common Stock underlying a Warrant shall simultaneously be adjusted to equal the number obtained by dividing the Aggregate Exercise Price by the adjusted Per Share Exercise Price. (g) No adjustment in the Per Share Exercise Price shall be required unless such adjustment would require an increase or decrease of at least $0.01 per share of Common Stock; provided, however, that any adjustments which by reason of this subsection 3(g) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 3 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be. Anything in this Section 3 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the Per Share Exercise Price, in addition to those required by this Section 3, as it in its discretion shall deem to be advisable in order that any stock dividend, subdivision of shares or distribution of rights to purchase stock or securities convertible or exchangeable for stock hereafter made by the Company to its stockholders shall not be taxable. (h) Whenever the Per Share Exercise Price is adjusted as provided in this Section 3 and upon any modification of the rights of a Holder of Warrants in accordance with this Section 3, the Company shall promptly obtain, at its expense, a certificate of a firm of independent public accountants of recognized standing selected by the Board of Directors (who may be the regular auditors of the Company) setting forth the Per Share Exercise Price and the number of Warrant Shares after such adjustment or the effect of such modification, a brief statement of the facts requiring such adjustment or modification and the manner of computing the same and cause copies of such certificate to be mailed to the Holders of the Warrants. (i) If the Board of Directors of the Company shall declare any dividend or other distribution with respect to the Common Stock, the Company shall mail notice thereof to the Holders of the Warrants not less than 30 days prior to the record date fixed for determining stockholders entitled to participate in such dividend or other distribution. (j) If, as a result of an adjustment made in accordance with pursuant to this Section 43, the Holder becomes of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the CorporationCompany, the board Board of directors Directors (whose determination shall be conclusiveconclusive and shall be described in a written notice to the Holder of any Warrant promptly after such adjustment) shall determine the allocation of the adjusted Per Share Exercise Rate Price between or among shares of or such classes of capital stock or shares of Common Stock and other capital stock. (k) For the purpose of any computation under Section 3 above, the then Current Market Price per share (the "CURRENT MARKET PRICE") shall be deemed to be the last sale price of the Common Stock on the trading day prior to such date or, in case no such reported sales take place on such day, the average of the last reported bid and asked prices of the Common Stock on such day, in either case on the principal national securities exchange on which the Common Stock is admitted to trading or listed, or if not listed or admitted to trading on any such exchange, the representative closing bid price of the Common Stock as reported by the National Association of Securities Dealers, Inc. Automated Quotations System ("NASDAQ"), or other similar organization if NASDAQ is no longer reporting such information, or, if the Common Stock is not reported on NASDAQ, the high per share bid price for the Common Stock in the over-the-counter market as reported by the National Quotation Bureau or similar organization, or if not so available, the fair market value of the Common Stock as determined by agreement between the Company's Board of Directors, on the one part, and the Holders of Warrants representing the right to purchase a majority of the Warrant Shares subject to all outstanding Warrants, on the second part. If the Board of Directors and such Holders fail to agree on the Current Market Price within 60 days of the date of the action giving rise to any adjustment pursuant to this Section 3, such Holders shall be entitled to appoint a firm of independent public accountants or appraisers of recognized national standing reasonably acceptable to the Company, which shall give their opinion as to such Current Market Price on a basis consistent with the essential intent and principles established herein. Upon receipt of such opinion, the Company will promptly mail a copy thereof to the Holder of this Warrant and shall make the adjustments described therein. The fees and expenses of such independent public accountants or appraisers shall be borne by the Company.

Protection Against Dilution. If the Corporation, with respect to the Common Stock, (1a) pays a dividend or makes a distribution on shares of Common Stock common stock that is paid in shares of Common Stock common stock or in securities convertible into or exchangeable for Common Stock (in which latter event the number of shares of Common Stock common stock initially issuable upon the conversion or exchange of such securities shall be deemed to have been distributed), (2b) subdivides outstanding shares of Common StockStock into a greater number of shares, (3c) combines outstanding shares of Common Stock into a smaller number of shares, or (4d) issues by reclassification of Common Stock any shares of capital stock of the Corporation, the Exercise Price and number of shares as to which purchasable under this Warrant is exercisable as of the date of such event and the Exercise Price in effect immediately prior thereto shall be adjusted so that each Holder thereafter shall be entitled to receive the number and kind of shares of Common Stock or other capital stock of the Corporation that it would have owned or been entitled to receive in respect of this Warrant immediately after the happening of any of the events described above had this Warrant been converted immediately prior to the happening of that event; provided that the aggregate purchase price payable for the total numbers of shares of Common Stock purchasable under this Warrant shall remain the same. An adjustment made in accordance with this section shall become effective immediately after the record date, in the case of a dividend, and shall become effective immediately after the effective date, in the case of a subdivision, combination, or reclassification. If, as a result of an adjustment made in accordance with this Section 4, the Holder becomes entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Corporation, the board of directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Exercise Rate Price and number of shares purchasable under this Warrant between or among shares of such classes of capital stock or shares of Common Stock and other capital stock.

Protection Against Dilution. If (a) In the Corporationevent the Company shall, with respect at any time or from time to time after the date of issuance of this Warrant, issue or distribute to all of the holders of its shares of Common Stock evidence of its indebtedness, any other securities of the Company or any cash, property or other assets (any such event being herein called a "Special Dividend"), the Per Share Exercise Price shall be adjusted by multiplying the Per Share Exercise Price then in effect by a fraction, the numerator of which shall be the then Current Market Price (as defined in paragraph 3(k) below) of the Common Stock, less the Current Market Price of the Special Dividend issued or distributed in respect of one share of Common Stock, and the denominator of which shall be the Current Market Price of the Common Stock. Such adjustment shall be made successively whenever such a record date is fixed. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date for the determination of shareholders entitled to receive such distribution unless such distribution is not ultimately made. (1b) pays In case the Company shall hereafter (i) pay a dividend or makes make a distribution on shares of Common Stock that is paid its capital stock in shares of Common Stock or in securities convertible into or exchangeable for Common Stock (in which latter event the number of shares of Common Stock initially issuable upon the conversion or exchange of such securities shall be deemed to have been distributed), (2) subdivides outstanding shares of Common Stock, (3ii) combines subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares, shares or (4iv) issues issue by reclassification of its Common Stock any shares of capital stock of the CorporationCompany, the number of shares as to which this Warrant is exercisable as of the date of such event and the Per Share Exercise Price in effect immediately prior thereto shall be adjusted so that each Holder thereafter to be equal to a fraction, the numerator of which shall be entitled to receive the Aggregate Exercise Price and the denominator of which shall be the number and kind of shares of Common Stock or other capital stock of the Corporation that it would have owned or been entitled to receive in respect Company issuable upon exercise of this Warrant immediately after the happening of any of the events described above had assuming this Warrant had been converted exercised immediately prior to the happening of that event; provided that the aggregate purchase price payable for the total numbers of shares of Common Stock purchasable under this Warrant shall remain the samesuch action. An adjustment made in accordance with pursuant to this section subsection 3(b) shall become effective immediately after the record date, date in the case of a dividend, dividend or distribution and shall become effective immediately after the effective date, date in the case of a subdivision, combinationcombination or reclassification. (i) Except as provided in subsections 3(a) and 3(b)(i), in the event the Company shall hereafter issue or sell any Common Stock, any securities convertible into Common Stock or any rights, options or warrants to purchase Common Stock or securities convertible into Common Stock, in each case for a price per share or entitling the holders thereof to purchase Common Stock at a price per share (determined by dividing (i) the total amount, if any, received or receivable by the Company in consideration of the issuance or sale of such securities plus the consideration, if any, payable to the Company upon exercise or conversion thereof (collectively, the "Total Consideration") by (ii) the number of additional shares of Common Stock issued, sold or issuable upon exercise or conversion of such securities) which is less than the then Current Market Price of the Common Stock (as defined below) but not below the current Per Share Exercise Price (which event is governed by subsection 3(c)(ii)), the Per Share Exercise Price shall be adjusted as of the date of such issuance or sale by multiplying the Per Share Exercise Price then in effect by a fraction, the numerator of which shall be (x) the sum of (A) the number of shares of Common Stock outstanding on the record date of such issuance or sale plus (B) the Total Consideration divided by the Current Market Price of the Common Stock, and the denominator of which shall be (y) the number of shares of Common Stock outstanding on the record date of such issuance or sale plus the maximum number of additional shares of Common Stock issued, sold or issuable upon exercise or conversion of such securities. (ii) Except as provided in subsection 3(a) and 3(b)(i), in the event the Company shall hereafter issue or sell any Common Stock, any securities convertible into Common Stock or any rights, options or warrants to purchase Common Stock or securities convertible into Common Stock, in each case for a price per share or entitling the holders thereof to purchase Common Stock at a price per share (the "Issue Price"), (determined by dividing (i) the Total Consideration by (ii) the number of additional shares of Common Stock issuable upon exercise or conversion of such securities) which is less than the then current Per Share Exercise Price in effect on the record date of such issuance, the Per Share Exercise Price shall be adjusted to equal the Issue Price. (d) In the event of any capital reorganization or reclassification, or any consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or in case of any sale or conveyance to another entity of the property of the Company as an entirety or substantially as an entirety, or in the case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Company), the Holder of this Warrant shall have the right thereafter to receive on the exercise of this Warrant the kind and amount of securities, cash or other property which the Holder would have owned or have been entitled to receive immediately after such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Section 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Section 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant. The above provisions of this subsection 3(e) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. The issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant shall be responsible for all of the agreements and obligations of the Company hereunder. Notice of any such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and of said provisions so proposed to be made, shall be mailed to the Holders of the Warrants not less than 30 days prior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. (e) In case any event shall occur as to which the other provisions of this Section 3 are not strictly applicable but as to which the failure to make any adjustment would not fairly protect the purchase rights represented by this Warrant in accordance with the essential intent and principles hereof then, in each such case, the Holders of Warrants representing the right to purchase a majority of the Warrant Shares subject to all outstanding Warrants may appoint a firm of independent public accountants of recognized national standing reasonably acceptable to the Company, which shall give their opinion as to the adjustment, if any, on a basis consistent with the essential intent and principles established herein, necessary to preserve the purchase rights represented by the Warrants. Upon receipt of such opinion, the Company will promptly mail a copy thereof to the Holder of this Warrant and shall make the adjustments described therein. The fees and expenses of such independent public accountants shall be borne by the Company. (f) Whenever the Per Share Exercise Price payable upon exercise of each Warrant is adjusted pursuant to this Section 3, the number of shares of Common Stock underlying a Warrant shall simultaneously be adjusted to equal the number obtained by dividing the Aggregate Exercise Price by the adjusted Per Share Exercise Price. (g) No adjustment in the Per Share Exercise Price shall be required unless such adjustment would require an increase or decrease of at least $0.01 per share of Common Stock; provided, however, that any adjustments which by reason of this subsection 3(g) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 3 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be. Anything in this Section 3 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the Per Share Exercise Price, in addition to those required by this Section 3, as it in its discretion shall deem to be advisable in order that any stock dividend, subdivision of shares or distribution of rights to purchase stock or securities convertible or exchangeable for stock hereafter made by the Company to its stockholders shall not be taxable. (h) Whenever the Per Share Exercise Price is adjusted as provided in this Section 3 and upon any modification of the rights of a Holder of Warrants in accordance with this Section 3, the Company shall promptly obtain, at its expense, a certificate of a firm of independent public accountants of recognized standing selected by the Board of Directors (who may be the regular auditors of the Company) setting forth the Per Share Exercise Price and the number of Warrant Shares after such adjustment or the effect of such modification, a brief statement of the facts requiring such adjustment or modification and the manner of computing the same and cause copies of such certificate to be mailed to the Holders of the Warrants. (i) If the Board of Directors of the Company shall declare any dividend or other distribution with respect to the Common Stock, the Company shall mail notice thereof to the Holders of the Warrants not less than 30 days prior to the record date fixed for determining stock holders entitled to participate in such dividend or other distribution. (j) If, as a result of an adjustment made in accordance with pursuant to this Section 43, the Holder becomes of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the CorporationCompany, the board Board of directors Directors (whose determination shall be conclusiveconclusive and shall be described in a written notice to the Holder of any Warrant promptly after such adjustment) shall determine the allocation of the adjusted Per Share Exercise Rate Price between or among shares of or such classes of capital stock or shares of Common Stock and other capital stock. (k) For the purpose of any computation under Section 3 above, the then Current Market Price per share (the "Current Market Price") shall be deemed to be the last sale price of the Common Stock on the trading day prior to such date or, in case no such reported sales take place on such day, the average of the last reported bid and asked prices of the Common Stock on such day, in either case on the principal national securities exchange on which the Common Stock is admitted to trading or listed, or if not listed or admitted to trading on any such exchange, the representative closing bid price of the Common Stock as reported by the National Association of Securities Dealers, Inc. Automated Quotations System ("NASDAQ"), or other similar organization if NASDAQ is no longer reporting such information, or, if the Common Stock is not reported on NASDAQ, the high per share bid price for the Common Stock in the over-the-counter market as reported by the National Quotation Bureau or similar organization, or if not so available, the fair market value of the Common Stock as determined by agreement between the Company's Board of Directors, on the one part, and the Holders of Warrants representing the right to purchase a majority of the Warrant Shares subject to all outstanding Warrants, on the second part. If the Board of Directors and such Holders fail to agree on the Current Market Price within 60 days of the date of the action giving rise to any adjustment pursuant to this Section 3, such Holders shall be entitled to appoint a firm of independent public accountants or appraisers of recognized national standing reasonably acceptable to the Company, which shall give their opinion as to such Current Market Price on a basis consistent with the essential intent and principles established herein. Upon receipt of such opinion, the Company will promptly mail a copy thereof to the Holder of this Warrant and shall make the adjustments described therein. The fees and expenses of such independent public accountants or appraisers shall be borne by the Company.

Protection Against Dilution. If the Corporation, with respect to the Common Stock, : (1a) pays a dividend or makes a distribution on shares of Common Stock common stock that is paid in shares of Common Stock common stock or in securities convertible into or exchangeable for Common Stock (in which latter event the number of shares of Common Stock common stock initially issuable upon the conversion or exchange of such securities shall be deemed to have been distributed), ; (2b) subdivides outstanding shares of Common Stock, ; (3c) combines outstanding shares of Common Stock into a smaller number of shares, ; or (4d) issues by reclassification of Common Stock common stock any shares of capital stock of the Corporation, the number of shares as to which this Warrant is exercisable as of the date of such event and the Exercise Price in effect immediately prior thereto and the number of shares of Common Stock issuable under this Warrant shall be adjusted so that each Holder thereafter shall be entitled to receive the number and kind of shares of Common Stock or other capital stock of the Corporation that it would have owned or been entitled to receive in respect of this Warrant immediately after the happening of any of the events described above had this Warrant been converted immediately prior to the happening of that event; provided that the aggregate purchase price payable for the total numbers of shares of Common Stock purchasable under this Warrant shall remain the same. An adjustment made in accordance with this section shall become effective immediately after the record date, in the case of a dividend, and shall become effective immediately after the effective date, in the case of a subdivision, combination, or reclassification. If, as a result of an adjustment made in accordance with this Section 4, the Holder becomes entitled to receive shares of two or more classes of capital stock or shares of Common Stock common stock and other capital stock of the Corporation, the board of directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Exercise Rate between or among shares of such classes of capital stock or shares of Common Stock and other capital stock.

Protection Against Dilution. If (a) If, at any time or from time to time after the Corporationdate of this Warrant, the Company shall distribute to the holders of Common Stock (i) securities other than shares of the Common Stock, or (ii) property other than cash, without payment therefor, with respect to the Common Stock, (1) pays a dividend or makes a distribution then, and in each such case, the Holder, upon the exercise of this Warrant, shall be entitled to receive the securities and property that the Holder would hold on shares the date of Common Stock that is paid in shares such exercise if, on the date of Common Stock or in securities convertible into or exchangeable for Common Stock (in which latter event this Warrant, the Holder had been the holder of record of the number of shares of Common Stock initially issuable subscribed for upon such exercise and, during the conversion or exchange period from the date of this Warrant to and including the date of such exercise, had retained such shares and the securities and property receivable by the Holder during such period. Notice of each such distribution shall be deemed forthwith given to have been distributed), the Holder. (2b) subdivides outstanding In case the Company shall hereafter (i) pay a dividend in shares of Common Stock or make a distribution on its capital stock in shares of Common Stock, (3ii) combines subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares, or (4iv) issues issue by reclassification of its Common Stock any shares of capital stock of the CorporationCompany, the number of shares as to which this Per Share Warrant is exercisable as of the date of such event and the Exercise Price in effect immediately prior thereto before such action shall be adjusted so that each the Holder of any Warrant surrendered for exercise immediately thereafter shall would be entitled to receive the number and kind of shares of Common Stock or other capital stock of the Corporation Company that it the Holder would have owned or been entitled to receive in respect of this Warrant immediately after the happening of any of the events described above following such action had this such Warrant been converted exercised immediately prior to the happening of that event; provided that the aggregate purchase price payable for the total numbers of shares of Common Stock purchasable under this Warrant shall remain the samebefore such action. An adjustment made in accordance with pursuant to this section shall become Subsection 3(b) becomes effective immediately after the record date, date in the case of a dividend, dividend or distribution and shall become effective immediately after the effective date, date in the case of a subdivision, combination, or reclassification. If, as a result of an adjustment made in accordance with pursuant to this Section 4Subsection 3(b), the Holder holder of any Warrant thereafter surrendered for exercise becomes entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the CorporationCompany, the board Board of directors Directors (whose determination shall be conclusiveconclusive on this issue and shall be described in the certificate required to be delivered to the Holder of this Warrant promptly after such adjustment under Subsection 3(g)) shall determine the allocation of the adjusted Exercise Rate Per Share Warrant Price between or among shares of such classes of capital stock or shares of Common Stock and other capital stock. (c) In case the Company shall sell or issue shares of Common Stock, or rights, options, warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock at a price per share of Common Stock (determined, in the case of such rights, options, warrants, or convertible or exchangeable securities, by dividing (X) the total amount receivable by the Company in consideration of the sale and issuance of such rights, options, warrants, or convertible or exchangeable securities, plus the total consideration payable to the Company upon exercise, conversion, or exchange thereof, by (Y) the total number of shares of Common Stock covered by such rights, options, warrants, or convertible or exchangeable securities) that is lower than the Per Share Warrant Price, then the Per Share Warrant Price shall be adjusted so that it shall equal the price per share of Common Stock at which such Common Stock or other securities were sold or issued. Such adjustment shall be made successively whenever such a sale or issuance occurs. The number of Warrant Shares shall also be adjusted and shall be that number determined by multiplying the number of shares of Common Stock issuable upon exercise immediately before the adjustment by a fraction, the numerator of which shall be the Per Share Warrant Price in effect immediately before the adjustment and the denominator of which shall be the Per Share Warrant Price as so adjusted. For the purposes of adjustments, the shares of Common Stock which the holder of any such rights, options, warrants, or convertible or exchangeable securities shall be entitled to subscribe for or purchase shall be deemed to be issued and outstanding as of the date of the sale or issuance of the rights, warrants, or convertible or exchangeable securities and the consideration received by the Company therefor shall be deemed to be the consideration received by the Company for such rights, options, warrants, or convertible or exchangeable securities, plus the consideration or premiums stated in such rights, options, warrants or convertible or exchangeable securities to be paid for the shares of Common Stock covered thereby. In case the Company shall sell or issue shares of Common Stock or rights, options, warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock for a consideration consisting, in whole or in part, of property other than cash or its equivalent, then in determining the "price per share of Common Stock" and the "consideration received by the Company," the Board of Directors of the Company shall determine, in good faith, the fair value of said property. (d) No adjustment in the Per Share Warrant Price or number of Warrant Shares shall be required in the case of the sale or issuance by the Company of (i) shares of Common Stock upon the exercise of stock options granted or to be granted by the Company from time to time to directors, employees or consultants for bona fide services rendered or (ii) the Common Stock issuable upon the exercise of this Warrant or other warrants. (e) In case of any consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or in case of any sale or conveyance to another entity of the property of the Company as an entirety or substantially as an entirety, or in the case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Company), the Holder shall have the right thereafter to convert this Warrant into the kind and amount of securities, cash, or other property that the Holder would have owned or have been entitled to receive immediately after such consolidation, merger, statutory exchange, sale, or conveyance had such Warrant been exercised immediately before the effective date of such consolidation, merger, statutory exchange, sale, or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Subsection 3(e) with respect to the rights and interests thereafter of the Holder to the end that the provisions set forth in this Section 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any securities or property thereafter deliverable on the exercise of this Warrant. The above provisions of this Subsection 3(e) shall similarly apply to successive consolidations, mergers, statutory exchanges, sales, or conveyances. Notice of any such consolidation, merger, statutory exchange, sale, or conveyance shall be given to the Holder not less than 30 days before such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. (f) No adjustment in the Per Share Warrant Price shall be required unless the adjustment would require an increase or decrease of at least $0.05 per share of Common Stock; provided, however, that any adjustments which by reason of this Subsection 3(f) are not required to be made shall be carried forward and taken into account in any subsequent adjustment, and provided further, however, that adjustments shall be required and made in accordance with the provisions of this Section 3 (other than this Subsection 3(f)) not later than such time as may be required in order to preserve the tax-free nature of a distribution to the Holder. All calculations under this Section 3 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be. Anything in this Section 3 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the Per Share Warrant Price, in addition to those required by this Section 3, as it in its discretion shall deem to be advisable in order that any stock dividend, subdivision of shares, or distribution of rights to purchase stock or securities convertible or exchangeable for stock hereafter made by the Company to its shareholders shall not be taxable. (g) Whenever the Per Share Warrant Price or number of Warrant Shares is adjusted as provided in this Section 3 and upon any modification of the rights of a Holder of Warrants in accordance with this Section 3, the Company shall promptly deliver to the Holder a certificate setting forth the Per Share Warrant Price and the number of Warrant Shares after such adjustment or the effect of such modification, a brief statement of the facts requiring such adjustment or modification, and the manner of computing the same. If the Holder disagrees with the contents of the certificate, the Holder may require the Company to deliver a certificate of a firm of independent public accountants of recognized standing selected by the Board of Directors (which may be the regular auditors of the Company) recomputing the Per Share Purchase Price and the number of Warrant Shares after the adjustment or the effect of the modification and a brief statement of the firm's manner of recomputing the same. The firm's recomputation shall be binding upon the Company and the Holder. One-half of the cost of obtaining the second certificate shall be borne by the Company and the other half shall be borne ratably by the Holder and any holders of securities of the Company that benefit from requiring the second certificate, if such holders are contractually obligated to contribute to such cost.

Protection Against Dilution. If the Corporation, with respect to the Common Stock, (1) pays a dividend or makes a distribution on shares of Common Stock that is paid in shares of Common Stock or in securities convertible into or exchangeable for Common Stock (in which latter event the number of shares of Common Stock initially issuable upon the conversion or exchange of such securities shall be deemed to have been distributed), (2) subdivides outstanding shares of Common Stock, (3) combines outstanding shares of Common Stock into a smaller number of shares, or (4) issues by reclassification of Common Stock any shares of capital stock of the Corporation, the number of shares as to which this Warrant is exercisable as of the date of such event and the Exercise Price in effect immediately prior thereto shall be adjusted so that each Holder thereafter shall be entitled to receive the number and kind of shares of Common Stock or other capital stock of the Corporation that it would have owned or been entitled to receive in respect of this Warrant immediately after the happening of any of the events described above had this Warrant been converted immediately prior to the happening of that event; provided that the aggregate purchase price payable for the total numbers of shares of Common Stock purchasable under this Warrant shall remain the same. An adjustment made in accordance with this section shall become effective immediately after the record date, in the case of a dividend, and shall become effective immediately after the effective date, in the case of a subdivision, combination, or reclassification. If, as a result of an adjustment made in accordance with this Section 4, the Holder becomes entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Corporation, the board of directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Exercise Rate between or among shares of such classes of capital stock or shares of Common Stock and other capital stock.

Protection Against Dilution. If the Corporation, with respect to the Common Stock, : (1) pays a dividend or makes a distribution on shares of Common Stock common stock that is paid in shares of Common Stock common stock or in securities convertible into or exchangeable for Common Stock (in which latter event the number of shares of Common Stock common stock initially issuable upon the conversion or exchange of such securities shall be deemed to have been distributed), ; (2) subdivides outstanding shares of Common Stock, ; (3) combines outstanding shares of Common Stock into a smaller number of shares, ; or (4) issues by reclassification of Common Stock common stock any shares of capital stock of the Corporation, the number of shares as to which this Warrant is exercisable as of the date of such event and the Exercise Price in effect immediately prior thereto shall be adjusted so that each Holder thereafter shall be entitled to receive the number and kind of shares of Common Stock or other capital stock of the Corporation that it would have owned or been entitled to receive in respect of this Warrant immediately after the happening of any of the events described above had this Warrant been converted immediately prior to the happening of that event; provided that the aggregate purchase price payable for the total numbers of shares of Common Stock purchasable under this Warrant shall remain the same. An adjustment made in accordance with this section shall become effective immediately after the record date, in the case of a dividend, and shall become effective immediately after the effective date, in the case of a subdivision, combination, or reclassification. If, as a result of an adjustment made in accordance with this Section 4, the Holder becomes entitled to receive shares of two or more classes of capital stock or shares of Common Stock common stock and other capital stock of the Corporation, the board of directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Exercise Rate between or among shares of such classes of capital stock or shares of Common Stock and other capital stock.

Protection Against Dilution. If (a) If, at any time or from time to time after the Corporationdate of this Warrant, the Company shall issue or distribute to the holders of shares of the Common Stock (i) securities, other than shares of the Common Stock, or (ii) property, other than cash, without payment therefor, with respect to the Common Stock, (1) pays a dividend or makes a distribution then, and in each such case, the Holder, upon the exercise of this Warrant, shall be entitled to receive the securities and property which the Holder would hold on shares the date of Common Stock that is paid in shares such exercise if, on the date of Common Stock or in securities convertible into or exchangeable for Common Stock (in which latter event this Warrant, the Holder had been the holder of record of the number of shares of the Common Stock initially issuable subscribed for upon such exercise and, during the conversion or exchange period from the date of this Warrant to and including the date of such exercise, had retained such shares and the securities and properties receivable by the Holder during such period. Notice of each such distribution shall be deemed forthwith mailed to have been distributed)the Holder. (b) If, at any time or from time to time after the date of this Warrant, the Company shall (2i) subdivides outstanding pay a dividend or make a distribution on its capital stock in shares of the Common Stock, (3ii) combines subdivide its outstanding shares of the Common Stock into a greater number of shares, (iii) combine its outstanding shares of the Common Stock into a smaller number of shares, shares or (4iv) issues issue by reclassification of the Common Stock any shares of capital stock of the CorporationCompany, the number of shares as to which this Per Share Warrant is exercisable as of the date of such event and the Exercise Price in effect immediately prior thereto shall be adjusted so that each the Holder thereafter upon the exercise hereof shall be entitled to receive the number and kind of shares of the Common Stock or other capital stock of the Corporation that it Company which the Holder would have owned or been entitled to receive in respect of this Warrant immediately after the happening of any of the events described above following such action had this such Warrant been converted exercised immediately prior to the happening of that event; provided that the aggregate purchase price payable for the total numbers of shares of Common Stock purchasable under this Warrant shall remain the samethereto. An adjustment made in accordance with pursuant to this section Section 3(b) shall become effective immediately after the record date, date in the case of a dividend, dividend or distribution and shall become effective immediately after the effective date, date in the case of a subdivision, combinationcombination or reclassification. (c) In case of any consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or reclassificationin case of any sale or conveyance to another entity of the property of the Company as an entirety or substantially as an entirety, or in the case of any statutory exchange of securities with another entity (including any exchange effected in connection with a merger of another corporation with the Company), the Holder of this Warrant shall have the right thereafter to receive on the exercise of this Warrant the kind and amount of securities, cash or other property which the Holder would have owned or have been entitled to receive immediately after such consolidation, merger, statutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such consolidation, merger, statutory exchange, sale or conveyance and, in any such case, if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Section 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Section 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant. The above provisions of this Section 3(c) shall similarly apply to successive consolidations, mergers, statutory exchanges, sales or conveyances. The issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant shall be responsible for all of the agreements and obligations of the Company hereunder. Notice of any such consolidation, merger, statutory exchange, sale or conveyance and of said provisions so proposed to be made, shall be mailed to the Holders of the Warrants not less than 30 days prior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. (d) No adjustment in the Per Share Warrant Price shall be required unless such adjustment would require an increase or decrease of at least $0.05 per share of the Common Stock; provided, however, that any adjustments which by reason of this Section 3(d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; provided further, however, that adjustments shall be required and made in accordance with the provisions of this Section 3 (other than this Section 3(d)) not later than such time as may be required in order to preserve the tax-free nature of a distribution to the Holder of this Warrant or the Common Stock issuable upon exercise hereof. All calculations under this Section 3 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be. Anything in this Section 3 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the Per Share Warrant Price, in addition to those required by this Section 3, as it in its discretion shall deem to be advisable in order that any stock dividend, subdivision of shares or distribution of rights to purchase stock or securities convertible or exchangeable for stock hereafter made by the Company to its stockholders shall not be taxable. (e) Whenever the Per Share Warrant Price is adjusted as provided in this Section 3 and upon any modification of the rights of a Holder of Warrants in accordance with this Section 3, the Company shall promptly prepare a notice (the "Adjustment Notice"), which shall be certified by the Company's Chief Executive Officer to be true and correct. The Adjustment Notice shall set forth the Per Share Warrant Price and the number of Warrant Shares after such adjustment or the effect of such modification, a brief statement of the facts requiring such adjustment or modification and the manner of computing the same, and copies of such notice shall be mailed to the Holders of the Warrants not later than thirty (30) days following the occurrence of the event giving rise to the adjustment. (f) If the Board of Directors of the Company shall (i) declare any dividend or other distribution with respect to the Common Stock, other than a cash dividend payable otherwise than out of earnings or earned surplus, (ii) offer to the holders of shares of the Common Stock any additional shares of the Common Stock, any securities convertible into or exercisable for shares of the Common Stock or any rights to subscribe thereto or (iii) propose a dissolution, liquidation or winding up of the Company, the Company shall mail notice thereof to the Holders of the Warrants not less than 15 days prior to the record date fixed for determining stockholders entitled to participate in such dividend, distribution, offer or subscription right or to vote on such dissolution, liquidation or winding up. (g) If, as a result of an adjustment made in accordance with pursuant to this Section 43, the Holder becomes of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of the Common Stock and other capital stock of the CorporationCompany, the board Board of directors Directors of the Company (whose determination shall be conclusiveconclusive and shall be described in a written notice to the Holder of any Warrant promptly after such adjustment) shall determine the allocation of the adjusted Exercise Rate Per Share Warrant Price between or among shares of or such classes of capital stock or shares of the Common Stock and other capital stock and any subsequent adjustments made pursuant to this Section 3 shall apply equally to each such resulting class of capital stock.

Protection Against Dilution. If (a) In case the CorporationCompany shall, with respect at any time or from time to the Common Stock, time hereafter (1i) pays pay a dividend or makes make a distribution on shares of its Common Stock that is paid in shares of Common Stock or in securities convertible into or exchangeable for Common Stock (in which latter event the number of shares of Common Stock initially issuable upon the conversion or exchange of such securities shall be deemed to have been distributed), (2) subdivides outstanding shares of Common Stock, (3ii) combines subdivide its outstanding shares of Common Stock into a greater number of shares or (iii) combine its outstanding shares of Common Stock into a smaller number of sharesshares (each of (i) through (iii), or a “Change of Shares”), then (41) issues by reclassification of Common Stock any shares of capital stock of the Corporation, the number of shares as to of Common Stock for which this Warrant is exercisable as immediately after the occurrence of any such event shall be adjusted to equal the number of shares of Common Stock which a record holder of the date same number of shares of Common Stock for which this Warrant is exercisable immediately prior to the occurrence of such event would own or be entitled to receive after the happening of such event, and (2) the Per Share Exercise Price in effect immediately prior thereto to the occurrence of such event shall be adjusted so that each Holder thereafter shall be entitled to receive equal (A) the Per Share Exercise Price in effect immediately prior to the occurrence of such event multiplied by (B) the number and kind of shares of Common Stock or other capital stock of the Corporation that it would have owned or been entitled to receive in respect of for which this Warrant immediately after the happening of any of the events described above had this Warrant been converted is exercisable immediately prior to the happening of that event; provided that adjustment divided by (C) the aggregate purchase price payable for the total numbers number of shares of Common Stock purchasable under for which this Warrant shall remain the sameis exercisable immediately after such adjustment. An adjustment made in accordance with pursuant to this section Subsection 3(a) shall become effective immediately after the record date, date in the case of a dividend, dividend or distribution and shall become effective immediately after the effective date, date in the case of a subdivision, combinationcombination or reclassification. (b) If the Company, at any time while this Warrant is outstanding, distributes to holders of Common Stock (i) evidences of its indebtedness, (ii) any security (other than a distribution of Common Stock covered by paragraph (a) above or a security issued in a capital reorganization or reclassification, consolidation or merger covered by paragraph (c) below), (iii) rights, warrants or options to subscribe for or purchase any security, or reclassification. If(iv) any other asset (in each case, as a result “Distributed Property”), then in each such case (1) the Per Share Exercise Price in effect immediately prior to the record date fixed for determination of an adjustment made in accordance with this Section 4, the Holder becomes stockholders entitled to receive shares such Distributed Property shall be adjusted (effective on such record date) to equal the product of two or more classes such Per Share Exercise Price times a fraction of capital stock or which the denominator shall be the VWAP for the Trading Day immediately prior to (but not including) such record date and of which the numerator shall be the difference between such VWAP minus the then fair market value of the Distributed Property distributed in respect of one outstanding share of Common Stock, as determined by the Board of Directors of the Company in good faith, and (2) the number of shares of Common Stock and other capital stock of the Corporation, the board of directors (whose determination for which this Warrant is exercisable immediately prior to such record date shall be conclusiveadjusted to equal (A) shall determine the allocation number of the adjusted Exercise Rate between or among shares of such classes of capital stock or shares of Common Stock for which this Warrant is exercisable immediately prior to such record date multiplied by (B) the Per Share Exercise Price in effect immediately prior to such record date divided by (C) the Per Share Exercise Price in effect immediately after such record date. (c) In the event of any capital reorganization or reclassification, or any consolidation or merger to which the Company is a party (other than a merger or consolidation in which the Company is the continuing corporation and in which no securities, cash or other capital stockproperty is distributed to holders of Common Stock), or in case of any sale or conveyance to another entity of the property of the Company as an entirety or substantially as an entirety, or in the case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Company), the Holder of this Warrant shall have the right thereafter to receive on the exercise of this Warrant the kind and amount of securities, cash or other property which the Holder would have owned or have been entitled to receive immediately after such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Section 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Section 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes.

Protection Against Dilution. If the Corporation, with respect to the Common Stock, (1) pays a dividend or makes a distribution on shares of Common Stock that is paid in shares of Common Stock or in securities convertible into or exchangeable for Common Stock (in which latter event the The number of shares of Common Stock initially issuable upon purchasable under this Warrant, and the conversion or exchange of such securities Exercise Price, shall be deemed adjusted as set forth as follows. If at any time or from time to have been distributed)time after the date of this Warrant, the Corporation: (2a) pays a dividend payable in, or other distribution of, Common Stock, or (b) subdivides its outstanding shares of Common Stock into a larger number of shares of Common Stock, . or (3c) combines its outstanding shares of Common Stock into a smaller number of shares, or (4) issues by reclassification shares of Common Stock any shares of capital stock of the CorporationStock; then, and in each such case, the number of shares as to which of Common Stock purchasable upon exercise of this Warrant is exercisable as of the date of such event and the Exercise Price in effect immediately prior thereto shall be adjusted so that each the Holder thereafter shall be entitled to receive the kind and number and kind of shares of Common Stock or other capital stock securities of the Corporation that it which the Holder would have owned or have been entitled to receive in respect of this Warrant immediately after the happening of any of the events described above had this Warrant been converted exercised immediately prior to the happening of that such event; provided that . Whenever the aggregate purchase price payable for the total numbers number of shares of Common Stock purchasable under upon the exercise of this Warrant is adjusted, as herein provided, the Exercise Price payable upon exercise of this Warrant shall remain be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the same. An adjustment made in accordance with this section numerator shall become effective immediately after be the record date, in the case number of a dividend, and shall become effective immediately after the effective date, in the case of a subdivision, combination, or reclassification. If, as a result of an adjustment made in accordance with this Section 4, the Holder becomes entitled to receive shares of two or more classes of capital stock or shares of Common Stock purchasable upon the exercise of this Warrant immediately prior to such adjustment, and other capital stock of which the Corporation, the board of directors (whose determination denominator shall be conclusive) shall determine the allocation number of the adjusted Exercise Rate between or among shares of such classes of capital stock or shares of Common Stock and other capital stockso purchasable immediately thereafter.

Protection Against Dilution. If the Corporation, with respect to the Common Stock, : (1a) pays a dividend or makes a distribution on shares of Common Stock common stock that is paid in shares of Common Stock common stock or in securities convertible into or exchangeable for Common Stock (in which latter event the number of shares of Common Stock common stock initially issuable upon the conversion or exchange of such securities shall be deemed to have been distributed), ; (2b) subdivides outstanding shares of Common Stock, ; (3c) combines outstanding shares of Common Stock into a smaller number of shares, ; or (4d) issues by reclassification of Common Stock common stock any shares of capital stock of the Corporation, the number of shares as to which this Warrant is exercisable as of the date of such event and the Exercise Price in effect immediately prior thereto shall be adjusted so that each Holder thereafter shall be entitled to receive the number and kind of shares of Common Stock or other capital stock of the Corporation that it would have owned or been entitled to receive in respect of this Warrant immediately after the happening of any of the events described above had this Warrant been converted immediately prior to the happening of that event; provided that the aggregate purchase price payable for the total numbers of shares of Common Stock purchasable under this Warrant shall remain the same. An adjustment made in accordance with this section shall become effective immediately after the record date, in the case of a dividend, and shall become effective immediately after the effective date, in the case of a subdivision, combination, or reclassification. If, as a result of an adjustment made in accordance with this Section 4, the Holder becomes entitled to receive shares of two or more classes of capital stock or shares of Common Stock common stock and other capital stock of the Corporation, the board of directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Exercise Rate between or among shares of such classes of capital stock or shares of Common Stock and other capital stock.

Protection Against Dilution. If the Corporation, with respect to the Common Stock, : (1) pays a dividend or makes a distribution on shares of Common Stock common stock that is paid in shares of Common Stock common stock or in securities convertible into or exchangeable for Common Stock (in which latter event the number of shares of Common Stock common stock initially issuable upon the conversion or exchange of such securities shall be deemed to have been distributed), ; (2) subdivides outstanding shares of Common Stock, ; (3) combines outstanding shares of Common Stock into a smaller number of shares, ; or (4) issues by reclassification of Common Stock common stock any shares of capital stock of the Corporation, the number of shares as to which this Warrant is exercisable as of the date of such event and the Exercise Price in effect immediately prior thereto shall be adjusted so that each Holder thereafter shall be entitled to receive the number and kind of shares of Common Stock or other capital stock of the Corporation that it would have owned or been entitled to receive in respect of this Warrant immediately after the happening of any of the events described above had this Warrant been converted immediately prior to the happening of that event; provided that the aggregate purchase price payable for the total numbers of shares of Common Stock purchasable under this Warrant shall remain the same. An adjustment made in accordance with this section shall become effective immediately after the record date, in the case of a dividend, and shall become effective immediately after the effective date, in the case of a subdivision, combination, or reclassification. If, as a result of an adjustment made in accordance with this Section 4, the Holder becomes entitled to receive shares of two or more classes of capital stock or shares of Common Stock common stock and other capital stock of the Corporation, the board of directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Exercise Rate between or among shares of such classes of capital stock or shares of Common Stock and other capital stock. If and whenever after the issuance of this Warrant the Corporation shall first issue or sell, or first enter into any agreement to issue or sell, any shares of its Common Stock, or any securities exercisable or convertible into or exchangeable for shares of Common Stock (“Common Stock Equivalents”), in a transaction or series of transactions providing for a consideration, exercise price, conversion price or other applicable price per share less than the Exercise Price in effect immediately prior to the time of such issue or sale, the Exercise Price shall be multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such Common Stock or such Common Stock Equivalents plus the number of shares of common stock which the offering price for such shares of Common Stock or Common Stock Equivalents would purchase at the Exercise Price, and the denominator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to such issuance plus the number of shares of Common Stock so issued or issuable, provided, that for purposes hereof, all shares of Common Stock that are issuable upon conversion, exercise or exchange of Common Stock Equivalents shall be deemed outstanding immediately after the issuance of such Common Stock Equivalents. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. However, upon the expiration of any Common Stock Equivalents the issuance of which resulted in an adjustment in the Conversion Price pursuant to this Section, if any such Common Stock Equivalents shall expire and shall not have been exercised, the Conversion Price shall immediately upon such expiration be recomputed and effective immediately upon such expiration be increased to the price which it would have been (but reflecting any other adjustments in the Conversion Price made pursuant to the provisions of this Section after the issuance of such Common Stock Equivalents) had the adjustment of the Conversion Price made upon the issuance of such Common Stock Equivalents been made on the basis of offering for subscription or purchase only that number of shares of the Common Stock actually purchased upon the exercise of such Common Stock Equivalents actually exercised. Notwithstanding anything herein to the contrary, the following shall not be subject to the provisions of this Section: (i) issuance or sale of Common Stock or options or other awards under the Company’s equity incentive plans or programs not to exceed 2,000,000 shares of Common Stock; (ii) issuance or sale of preferred stock or Common Stock issuable upon conversion of the Series A or B Preferred, the Bridge Notes, the Bridge Warrants, any warrants issued to the Placement Agent or any other convertible securities outstanding as of the Issue Date; (iii) issuance of equity securities or rights to purchase equity securities issued in connection with commercial property or lease transactions that are approved by the Board of Directors; (iv) issuance of equity securities or rights to purchase equity securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition or similar business combination approved by the Board of Directors; (v) issuance of securities to an entity as a component of any business relationship with such entity primarily for the purpose of: (A) joint venture, technology or licensing development activities; (B) distribution, supply or manufacture of the Company’s products or services; or (C) any other arrangements involving corporate partners primarily for purposes other than raising capital, the terms of which business relationship with such entity are approved by the Board of Directors; and (vi) issuance of stock pursuant to a stock dividend or stock split or dividend on Series A or B payable in Common Stock.

Protection Against Dilution. If a) If, at any time or from time to time after the Corporationdate of this Warrant, with respect the Company shall issue or distribute (for no consideration) to the Common Stock, (1) pays a dividend or makes a distribution on shares of Common Stock that is paid in shares of Common Stock or in securities convertible into or exchangeable for Common Stock (in which latter event the number holders of shares of Common Stock initially issuable upon evidences of its indebtedness, any other securities of the conversion Company or exchange any cash, property or other assets (excluding a subdivision, combination or reclassification, or dividend or distribution payable in shares of Common Stock, referred to in Subsection 3(b), and also excluding cash dividends or cash distributions paid out of net profits legally available therefor if the full amount thereof, together with the value of other dividends and distributions made substantially concurrently therewith or pursuant to a plan which includes payment thereof, is equivalent to not more than 5% of the Company's net worth) (any such securities nonexcluded event being herein called a "Special Dividend"), the Per Share Warrant Price shall be deemed adjusted by multiplying the Per Share Warrant Price then in effect by a fraction, the numerator of which shall be the then current market price of the Common Stock (defined as the average for the twenty consecutive trading days immediately prior to have been distributed)the record date of the daily 4:00 PM closing bid price of the Common Stock as reported by the NASDAQ system)less the fair market value (as determined by the Company's Board of Directors) of the evidences of indebtedness, securities or property, or other assets issued or distributed in such Special Dividend applicable to one share of Common Stock and the denominator of which shall be such then current market price per share of Common Stock. An adjustment made pursuant to this Subsection 3(a) shall become effective immediately after the record date of any such Special Dividend. b) In case the Company shall hereafter (2i) subdivides outstanding pay a dividend or make a distribution on its capital stock in shares of Common Stock, (3ii) combines subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares, shares or (4iv) issues issue by reclassification of its Common Stock any shares of capital stock of the CorporationCompany, the number of shares as to which this Per Share Warrant is exercisable as of the date of such event and the Exercise Price in effect immediately prior thereto shall be adjusted so that each the Holder thereafter of any Warrant upon the exercise hereof shall be entitled to receive the number and kind of shares of Common Stock or other capital stock of the Corporation that it Company which he would have owned or been entitled to receive in respect of this Warrant immediately after had he exercised the happening of any of the events described above had this Warrant been converted warrants immediately prior to the happening of that event; provided that the aggregate purchase price payable for the total numbers of shares of Common Stock purchasable under this Warrant shall remain the samethereto. An adjustment made in accordance with pursuant to this section Subsection 3(b) shall become effective immediately after the record date, date in the case of a dividenddividend or distribution, and shall become effective immediately after the effective date, date in the case of a subdivision, combination, combination or reclassification. If, as a result of an adjustment made in accordance with pursuant to this Section 4Subsection 3(b), the Holder becomes of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the CorporationCompany, the board Board of directors Directors (whose determination shall be conclusivedescribed in a written notice to the Holder of any Warrant promptly after such adjustment) shall determine the allocation of the adjusted Exercise Rate Per Share Warrant Price between or among shares of such classes of or capital stock or shares of Common Stock and other capital stock. c) In case of any capital reorganization or reclassification, or any consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or in case of any sale or conveyance to another entity of the property of the Company as an entirety or substantially as an entirety, or in the case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Company), the Holder of this Warrant shall have the right thereafter to receive upon exercise of such Warrant into the kind and amount of securities, cash or other property which he would have owned or have been entitled to receive immediately after such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Section 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Section 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or be, in relation to any shares of stock or other securities or property thereafter deliverable on the conversion of this Warrant. The above provisions of this Subsection 3(c) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or

Protection Against Dilution. (a) If the Corporation, with respect to the Common Stock, (1) pays a dividend or makes a distribution on shares of Common Stock common stock that is paid in shares of Common Stock common stock or in securities convertible into or exchangeable for Common Stock (in which latter event the number of shares of Common Stock common stock initially issuable upon the conversion or exchange of such securities shall be deemed to have been distributed), (2) subdivides outstanding shares of Common Stock, (3) combines outstanding shares of Common Stock into a smaller number of shares, or (4) issues by reclassification of Common Stock common stock any shares of capital stock of the Corporation, the number of shares as to which this Warrant is exercisable as of the date of such event and the Exercise Price in effect immediately prior thereto shall be adjusted so that each Holder thereafter shall be entitled to receive the number and kind of shares of Common Stock or other capital stock of the Corporation that it would have owned or been entitled to receive in respect of this Warrant immediately after the happening of any of the events described above had this Warrant been converted immediately prior to the happening of that event; provided that the aggregate purchase price payable for the total numbers of shares of Common Stock purchasable under this Warrant shall remain the same. An adjustment made in accordance with this section shall become effective immediately after the record date, in the case of a dividend, and shall become effective immediately after the effective date, in the case of a subdivision, combination, or reclassification. If, as a result of an adjustment made in accordance with this Section 4, the Holder becomes entitled to receive shares of two or more classes of capital stock or shares of Common Stock common stock and other capital stock of the Corporation, the board of directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Exercise Rate between or among shares of such classes of capital stock or shares of Common Stock and other capital stock. (b) If and whenever after the issuance of this Warrant the Corporation shall first issue or sell, or first enter into any agreement to issue or sell, any shares of its Common Stock, or any securities exercisable or convertible into shares of Common Stock (“Common Stock Equivalents”), in a transaction or series of transactions providing for a consideration, exercise price, conversion price or other applicable price per share less than the Exercise Price in effect immediately prior to the time of such issue or sale, the Exercise Price shall be multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such Common Stock or such Common Stock Equivalents plus the number of shares of common stock which the offering price for such shares of Common Stock or Common Stock Equivalents would purchase at the Exercise Price, and the denominator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to such issuance plus the number of shares of Common Stock so issued or issuable, provided, that for purposes hereof, all shares of Common Stock that are issuable upon conversion, exercise or exchange of Common Stock Equivalents shall be deemed outstanding immediately after the issuance of such Common Stock Equivalents. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. However, upon the expiration of any Common Stock Equivalents the issuance of which resulted in an adjustment in the Conversion Price pursuant to this Section, if any such Common Stock Equivalents shall expire and shall not have been exercised, the Conversion Price shall immediately upon such expiration be recomputed and effective immediately upon such expiration be increased to the price which it would have been (but reflecting any other adjustments in the Conversion Price made pursuant to the provisions of this Section after the issuance of such Common Stock Equivalents) had the adjustment of the Conversion Price made upon the issuance of such Common Stock Equivalents been made on the basis of offering for subscription or purchase only that number of shares of the Common Stock actually purchased upon the exercise of such Common Stock Equivalents actually exercised. Notwithstanding anything herein to the contrary, the following shall not be subject to the provisions of this Section: (i) issuance or sale of Common Stock or options or other awards under the Company’s equity incentive plans or programs (ii) issuance or sale of preferred stock or Common Stock issuable upon conversion of the Series A Preferred Stock or any other outstanding convertible securities; (iii) issuance of equity securities or rights to purchase equity securities issued in connection with credit agreements, debt financings, commercial property, or lease transactions approved by the Board of Directors, including a majority of the Series A Directors; (iv) issuance of equity securities or rights to purchase equity securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition or similar business combination approved by the Board of Directors; (v) issuance of securities to an entity as a component of any business relationship with such entity primarily for the purpose of (A) joint venture, technology or licensing development activities, (B) distribution, supply or manufacture of the Company’s products or services or (C) any other arrangements involving corporate partners primarily for purposes other than raising capital, the terms of which business relationship with such entity are approved by the Board of Directors; and (vi) issuance of stock pursuant to a stock dividend or stock split.

Protection Against Dilution. If (a) In case the Corporation, with respect to the Common Stock, Company shall hereafter (1i) pays pay a dividend or makes make a distribution on shares to any holder of Common Stock that is paid its capital stock in shares of Common Stock or in securities convertible into or exchangeable for Common Stock (in which latter event the number of shares of Common Stock initially issuable upon the conversion or exchange of such securities shall be deemed to have been distributed), (2) subdivides outstanding shares of Common Stock, (3ii) combines subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares, shares or (4iv) issues issue by reclassification of its Common Stock any shares of capital stock of the CorporationCompany, the number of shares as to which this Per Share Warrant is exercisable as of the date of such event and the Exercise Price in effect immediately prior thereto shall be adjusted so that each Holder thereafter to be equal to a fraction, the numerator of which shall be entitled to receive the Aggregate Warrant Price and the denominator of which shall be the number and kind of shares of Common Stock or other capital stock of the Corporation Company that it the Holder would have owned or been entitled to receive in respect of this Warrant immediately after the happening of any of the events described above following such action had this such Warrant been converted exercised immediately prior to the happening of that event; provided that the aggregate purchase price payable for the total numbers of shares of Common Stock purchasable under this Warrant shall remain the samethereto. An adjustment made in accordance with pursuant to this section Subsection 3(a) shall become effective immediately after the record date, date in the case of a dividenddividend or distribution, and shall become effective immediately after the effective date, date in the case of a subdivision, combinationcombination or reclassification. (b) In case of (i) any merger or consolidation to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or (ii) any sale or conveyance to another entity of the property of the Company as an entirety or substantially as a entirety, or (iii) any statutory exchange of securities with, or tender offer by, another corporation (including any exchange effected in connection with a merger of a third corporation into the Company), or (iv) reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 3(a) above), the Holder of this Warrant shall have the right thereafter to receive on the exercise of this Warrant the kind and amount of securities, cash or other property which the Holder would have owned or have been entitled to receive immediately after such reclassification, consolidation, merger, statutory exchange, tender offer, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such reclassification, consolidation, merger, statutory exchange, tender offer, sale or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Section 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Section 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant. The above provisions of this Section 3(b) shall similarly apply to successive reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. The Company shall require the issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant to be responsible for all of the agreements and obligations of the Company hereunder. Notice of any such reclassification, consolidation, merger, statutory exchange, tender offer, sale or conveyance and of said provisions so proposed to be made, shall be mailed to the Holders of the Warrants not less than 30 days prior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. (c) All calculations under this Section 3 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be. Anything in this Section 3 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the Per Share Warrant Price, in addition to those required by this Section 3, as it in its discretion shall deem to be advisable in order that any stock dividend, subdivision of shares or distribution of rights to purchase stock or securities convertible or exchangeable for stock hereafter made by the Company to its stockholders shall not be taxable. (d) Whenever the Per Share Warrant Price is adjusted as provided in this Section 3 and upon any modification of the rights of a Holder of Warrants in accordance with this Section 3, the Company shall promptly prepare a brief statement of the facts requiring such adjustment or modification and the manner of computing the same and cause copies of such certificate to be mailed to the Holders of the Warrants. The Company may, but shall not be obligated to unless requested by a Majority of the Holders, obtain, at its expense, a certificate of a firm of independent public accountants of recognized standing selected by the Board of Directors (who may be the regular auditors of the Company) setting forth the Per Share Warrant Price and the number of Warrant Shares in effect after such adjustment or the effect of such modification, a brief statement of the facts requiring such adjustment or modification and the manner of computing the same and cause copies of such certificate to be mailed to the Holders of the Warrants. (e) If the Board of Directors of the Company shall declare any dividend or other distribution with respect to the Common Stock other than a cash distribution out of earned surplus, the Company shall mail notice thereof to the Holders of the Warrants not less than 10 days prior to the record date fixed for determining stockholders entitled to participate in such dividend or other distribution. (f) If, as a result of an adjustment made in accordance with pursuant to this Section 43, the Holder becomes of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the CorporationCompany, the board Board of directors Directors (whose determination shall be conclusiveconclusive and shall be described in a written notice to the Holder of any Warrant promptly after such adjustment) shall determine the allocation of the adjusted Exercise Rate Per Share Warrant Price between or among shares of or such classes of capital stock or shares of Common Stock and other capital stock. (g) In case any event shall occur as to which the other provisions of this Section 3 are not strictly applicable but as to which the failure to make any adjustment would not fairly protect the purchase rights represented by this Warrant in accordance with the essential intent and principles hereof then, in each such case, the Board of Directors of the Company shall in good faith determine the adjustment, if any, on a basis consistent with the essential intent and principles established herein, necessary to preserve the purchase rights represented by the Warrants. Upon such determination, the Company will promptly mail a copy thereof to the Holder of this Warrant and shall make the adjustments described therein.

Protection Against Dilution. If (a) If, at any time or from time to time after the Corporationdate of this Warrant, the Company shall issue or distribute to the holders of shares of Common Stock (i) securities, other than shares of Common Stock, or (ii) property, other than cash, without payment therefor, with respect to the Common Stock, (1) pays a dividend or makes a distribution then, and in each such case, the Holder, upon the exercise of this Warrant, shall be entitled to receive the securities and property which the Holder would hold on shares the date of Common Stock that is paid in shares such exercise if, on the date of Common Stock or in securities convertible into or exchangeable for Common Stock (in which latter event this Warrant, the Holder had been the holder of record of the number of shares of Common Stock initially issuable subscribed for upon such exercise and, during the conversion or exchange period from the date of this Warrant to and including the date of such exercise, had retained such shares and the securities and properties receivable by the Holder during such period. Notice of each such distribution shall be deemed forthwith mailed to have been distributed), the Holder. (2b) subdivides outstanding In the case the Company shall hereafter (i) pay a dividend or make a distribution on its capital stock in shares of Common Stock, (3ii) combines subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares, shares or (4iv) issues issue by reclassification of Common Stock any shares of capital stock of the CorporationCompany, the number of shares as to which this Per Share Warrant is exercisable as of the date of such event and the Exercise Price in effect immediately prior thereto shall be adjusted so that each the Holder thereafter upon the exercise hereof shall be entitled to receive the number and kind of shares of Common Stock or other capital stock of the Corporation Company which the Holder would have owned immediately following such action had such Warrant been exercised immediately prior thereto. An adjustment made pursuant to this Section 3(b) shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. (c) In case of any capital reorganization or reclassification, or any consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or in case of any sale or conveyance to another entity of the property of the Company as an entirety or substantially as an entirety, or in the case of any statutory exchange of securities with another entity (including any exchange effected in connection with a merger of another corporation with the Company), the Holder of this Warrant shall have the right thereafter to receive on the exercise of this Warrant the kind and amount of securities, cash or other property which the Holder would have owned or have been entitled to receive immediately after such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and, in any such case, if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Section 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Section 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant. In the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986, as amended, in which the Company is the surviving corporation, the right to purchase Warrant Shares pursuant to the Warrants shall terminate on the effective date of such merger and thereupon the Warrants shall become null and void, but only if the controlling corporation shall agree to substitute for the Warrants its warrant which entitles the holder thereof to purchase upon its exercise the kind and amount of shares and other securities and property which it would have owned or been entitled to receive in respect had the Warrants been exercised immediately prior to such merger. The above provisions of this Section 3(c) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, statutory exchanges, sales or conveyances. The issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant immediately shall be responsible for all of the agreements and obligations of the Company hereunder. Notice of any such reorganization, reclassification, consolidation, merger, statutory exchange, sale or conveyance and of said provisions so proposed to be made, shall be mailed to the Holders of the Warrants not less than 30 days prior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. (d) In case any event shall occur as to which the other provisions of this Section 3 are not strictly applicable but as to which the failure to make any adjustment would not fairly protect the purchase rights represented by this Warrant in accordance with the essential intent and principles hereof, then, in each such case, if the Holders of Warrants representing the right to purchase a majority of the Warrant Shares subject to all outstanding Warrants and the Company are unable to agree on an appropriate adjustment, the Company's independent public accountants shall give their opinion as to the adjustment, if any, on a basis consistent with the essential intent and principles established herein, necessary to preserve the purchase rights represented by the Warrants. Upon receipt of such opinion, the Company will promptly mail a copy thereof to the Holder of this Warrant. If such Holders agree with such adjustments they shall notify the Company to make the adjustments described therein. If the Holders disagree with the adjustments, such Holders may appoint a firm of independent public accountants of recognized national standing reasonably acceptable to the Company to give its opinion as to the adjustment which shall be binding on the Company and the Holders. The fees and expenses of the independent public accountants shall be borne by the Company; provided, however, if the Holders appoint accountants due to disagreement with the Company's accountants, the Holders shall pay the fees and expenses of such appointed accountants if their calculation of the adjustment varies by less than 10% from the adjustment calculated by the Company's accountants. (e) No adjustment in the Per Share Warrant Price shall be required unless such adjustment would require an increase or decrease of at least $0.05 per share of Common Stock; provided, however, that any adjustments which by reason of this Section 3(e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; provided further, however, that adjustments shall be required and made in accordance with the provisions of this Section 3 (other than this Section 3(e)) not later than such time as may be required in order to preserve the tax-free nature of a distribution to the Holder of this Warrant or Common Stock issuable upon exercise hereof. All calculations under this Section 3 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be. Anything in this Section 3 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the Per Share Warrant Price, in addition to those required by this Section 3, as it in its discretion shall deem to be advisable in order that any stock dividend, subdivision of shares or distribution of rights to purchase stock or securities convertible or exchangeable for stock hereafter made by the Company to its stockholders shall not be taxable. (f) Whenever the Per Share Warrant Price is adjusted as provided in this Section 3 and upon any modification of the rights of a Holder of Warrants in accordance with this Section 3, the Company shall promptly prepare a notice of such adjustment and a certificate of the Company's chief financial officer setting forth the Per Share Warrant Price and the number of Warrant Shares after such adjustment or the effect of such modification, a brief statement of the facts requiring such adjustment or modification and the manner of computing the same, and cause copies of such certificate to be mailed to the Holders of the Warrants. In addition, within thirty (30) days after the happening of any end of the events described above had Company's fiscal year next following any such adjustment or modification, the Company shall, at its own expense, deliver to the Holder of this Warrant been converted immediately prior a certificate of a firm of independent public accountants of recognized national standing selected by the Board of Directors of the Company (who may be the regular auditors of the Company) setting forth the same information as required by the certificate of the Company's chief financial officer. (g) If the Board of Directors of the Company shall (i) declare any dividend or other distribution with respect to Common Stock, other than a cash dividend payable otherwise than out of earnings or earned surplus, (ii) offer to the happening of that event; provided that the aggregate purchase price payable for the total numbers holders of shares of Common Stock purchasable under this Warrant any additional shares of Common Stock, any securities convertible into or exercisable for shares of Common Stock or any rights to subscribe thereto or (iii) propose a dissolution, liquidation or winding up of the Company, the Company shall remain mail notice thereof to the same. An adjustment made in accordance with this section shall become effective immediately after Holders of the Warrants not less than 15 days prior to the record date, date fixed for determining stockholders entitled to participate in the case of a such dividend, and shall become effective immediately after the effective datedistribution, in the case of a subdivisionoffer or subscription right or to vote on such dissolution, combination, liquidation or reclassification. winding up. (h) If, as a result of an adjustment made in accordance with pursuant to this Section 43, the Holder becomes of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the CorporationCompany, the board Board of directors Directors of the Company (whose determination shall be conclusiveconclusive and shall be described in a written notice to the Holder of any Warrant promptly after such adjustment) shall determine the allocation of the adjusted Exercise Rate Per Share Warrant Price between or among shares of or such classes of capital stock or shares of Common Stock and other capital stock and any subsequent adjustments made pursuant to this Section 3 shall apply equally to each such resulting class of capital stock. (i) Upon the expiration of any rights, options, warrants or conversion privileges, if such shall not have been exercised, the Per Share Warrant Price shall be readjusted to such Per Share Warrant Price as would have been obtained had the adjustments made upon the issuance or sale of such rights, options, warrants or conversion privileges been made upon the basis of the issuance of only the number of shares of Common Stock theretofore actually delivered and the total consideration received therefore upon the exercise of such rights, options, warrants or conversion privileges; provided, however, that no such readjustment shall have the effect of decreasing the number of Warrant Shares purchasable upon exercise of the Warrants by an amount in excess of the amount of the adjustment initially made in respect of the issuance, sale or grant of such rights, options, warrants or conversion privileges. (j) Except as provided in this Section 3, no adjustment in respect of any dividends or distributions out of earnings shall be made during the term of the Warrants or upon exercise of the Warrants.

Protection Against Dilution. If the Corporation, with respect to the Common Stock, : (1a) pays a dividend or makes a distribution on shares of Common Stock common stock that is paid in shares of Common Stock common stock or in securities convertible into or exchangeable for Common Stock (in which latter event the number of shares of Common Stock common stock initially issuable upon the conversion or exchange of such securities shall be deemed to have been distributed), (2b) subdivides outstanding shares of Common Stock, (3c) combines outstanding shares of Common Stock into a smaller number of shares, or (4d) issues by reclassification of Common Stock common stock any shares of capital stock of the Corporation, the number of shares as to which this Warrant is exercisable as of the date of such event and the Exercise Price in effect immediately prior thereto shall be adjusted so that each Holder thereafter shall be entitled to receive the number and kind of shares of Common Stock or other capital stock of the Corporation that it would have owned or been entitled to receive in respect of this Warrant immediately after the happening of any of the events described above had this Warrant been converted immediately prior to the happening of that event; provided that the aggregate purchase price payable for the total numbers of shares of Common Stock purchasable under this Warrant shall remain the same. An adjustment made in accordance with this section shall become effective immediately after the record date, in the case of a dividend, and shall become effective immediately after the effective date, in the case of a subdivision, combination, or reclassification. If, as a result of an adjustment made in accordance with this Section 4, the Holder becomes entitled to receive shares of two or more classes of capital stock or shares of Common Stock common stock and other capital stock of the Corporation, the board of directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Exercise Rate between or among shares of such classes of capital stock or shares of Common Stock and other capital stock. If and whenever after the issuance of this Warrant the Corporation shall first issue or sell, or first enter into any agreement to issue or sell, any shares of its Common Stock, or any securities exercisable or convertible into or exchangeable for shares of Common Stock (“Common Stock Equivalents”), in a transaction or series of transactions providing for a consideration, exercise price, conversion price or other applicable price per share less than the Exercise Price in effect immediately prior to the time of such issue or sale, the Exercise Price shall be multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such Common Stock or such Common Stock Equivalents plus the number of shares of common stock which the offering price for such shares of Common Stock or Common Stock Equivalents would purchase at the Exercise Price, and the denominator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to such issuance plus the number of shares of Common Stock so issued or issuable, provided, that for purposes hereof, all shares of Common Stock that are issuable upon conversion, exercise or exchange of Common Stock Equivalents shall be deemed outstanding immediately after the issuance of such Common Stock Equivalents. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. However, upon the expiration of any Common Stock Equivalents the issuance of which resulted in an adjustment in the Conversion Price pursuant to this Section, if any such Common Stock Equivalents shall expire and shall not have been exercised, the Conversion Price shall immediately upon such expiration be recomputed and effective immediately upon such expiration be increased to the price which it would have been (but reflecting any other adjustments in the Conversion Price made pursuant to the provisions of this Section after the issuance of such Common Stock Equivalents) had the adjustment of the Conversion Price made upon the issuance of such Common Stock Equivalents been made on the basis of offering for subscription or purchase only that number of shares of the Common Stock actually purchased upon the exercise of such Common Stock Equivalents actually exercised. Notwithstanding anything herein to the contrary, the following shall not be subject to the provisions of this Section: (i) issuance or sale of Common Stock or options or other awards under the Company’s equity incentive plans or programs not to exceed 2,000,000 shares of Common Stock; (ii) issuance or sale of preferred stock or Common Stock issuable upon conversion, exchange or exercise of the Series A or B Preferred Stock of the Company, the bridge notes outstanding on the date hereof (the “Bridge Notes”), this Warrant or any other warrant issued in connection with the issuance of the Series B Preferred Stock of the Company to the holders thereof, the warrants issued in exchange of the Bridge Notes, any warrants issued to Taglich Brothers, Inc., as the placement agent or its designees in connection with the issuance of the Series B Preferred Stock of the Company or as an advisory fee or any other convertible securities or warrants outstanding as of the Issue Date; (iii) issuance of equity securities or rights to purchase equity securities issued in connection with commercial property or lease transactions that are approved by the Board of Directors; (iv) issuance of equity securities or rights to purchase equity securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition or similar business combination approved by the Board of Directors; (v) issuance of securities to an entity as a component of any business relationship with such entity primarily for the purpose of (A) joint venture, technology or licensing development activities; (B) distribution, supply or manufacture of the Company’s products or services; or (C) any other arrangements involving corporate partners primarily for purposes other than raising capital, the terms of which business relationship with such entity are approved by the Board of Directors; and (vi) issuance of stock pursuant to a stock dividend or stock split or dividend on Series A or B payable in Common Stock.

Protection Against Dilution. If (a) If, at any time or from time to time after the Corporationdate of this Warrant, the Company shall issue or distribute to the holders of shares of the Common Stock (i) securities, other than shares of the Common Stock, or (ii) property, other than cash, without payment therefor, with respect to the Common Stock, (1) pays a dividend or makes a distribution then, and in each such case, the Holder, upon the exercise of this Warrant, shall be entitled to receive the securities and property which the Holder would hold on shares the date of Common Stock that is paid in shares such exercise if, on the date of Common Stock or in securities convertible into or exchangeable for Common Stock (in which latter event this Warrant, the Holder had been the holder of record of the number of shares of the Common Stock initially issuable subscribed for upon such exercise and, during the conversion or exchange period from the date of this Warrant to and including the date of such exercise, had retained such shares and the securities and properties receivable by the Holder during such period. Notice of each such distribution shall be deemed forthwith mailed to have been distributed)the Holder. (b) If, at any time or from time to time after the date of this Warrant, the Company shall (2i) subdivides outstanding pay a dividend or make a distribution on its capital stock in shares of the Common Stock, (3ii) combines subdivide its outstanding shares of the Common Stock into a greater number of shares, (iii) combine its outstanding shares of the Common Stock into a smaller number of shares, shares or (4iv) issues issue by reclassification of the Common Stock any shares of capital stock of the CorporationCompany, the number of shares as to which this Per Share Warrant is exercisable as of the date of such event and the Exercise Price in effect immediately prior thereto shall be adjusted so that each the Holder thereafter upon the exercise hereof shall be entitled to receive the number and kind of shares of the Common Stock or other capital stock of the Corporation that it Company which the Holder would have owned or been entitled to receive in respect of this Warrant immediately after the happening of any of the events described above following such action had this such Warrant been converted exercised immediately prior to the happening of that event; provided that the aggregate purchase price payable for the total numbers of shares of Common Stock purchasable under this Warrant shall remain the samethereto. An adjustment made in accordance with pursuant to this section Section 3(b) shall become effective immediately after the record date, date in the case of a dividend, dividend or distribution and shall become effective immediately after the effective date, date in the case of a subdivision, combinationcombination or reclassification. (c) In case of any consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or reclassificationin case of any sale or conveyance to another entity of the property of the Company as an entirety or substantially as an entirety, or in the case of any statutory exchange of securities with another entity (including any exchange effected in connection with a merger of another corporation with the Company), the Holder of this Warrant shall have the right thereafter to receive on the exercise of this Warrant the kind and amount of securities, cash or other property which the Holder would have owned or have been entitled to receive immediately after such consolidation, merger, statutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such consolidation, merger, statutory exchange, sale or conveyance and, in any such case, if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Section 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Section 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant. The above provisions of this Section 3(c) shall similarly apply to successive consolidations, mergers, statutory exchanges, sales or conveyances. The issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant shall be responsible for all of the agreements and obligations of the Company hereunder. Notice of any such consolidation, merger, statutory exchange, sale or conveyance and of said provisions so proposed to be made, shall be mailed to the Holders of the Warrants not less than 30 days prior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. (d) No adjustment in the Per Share Warrant Price shall be required unless such adjustment would require an increase or decrease of at least $0.05 per share of the Common Stock; provided, however, that any adjustments which by reason of this Section 3(d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; and provided further, however, that adjustments shall be required and made in accordance with the provisions of this Section 3 (other than this Section 3(d)) not later than such time as may be required in order to preserve the tax-free nature of a distribution to the Holder of this Warrant or the Common Stock issuable upon exercise hereof. All calculations under this Section 3 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be. Anything in this Section 3 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the Per Share Warrant Price, in addition to those required by this Section 3, as it in its discretion shall deem to be advisable in order that any stock dividend, subdivision of shares or distribution of rights to purchase stock or securities convertible or exchangeable for stock hereafter made by the Company to its stockholders shall not be taxable. (e) Whenever the Per Share Warrant Price is adjusted as provided in this Section 3 and upon any modification of the rights of a Holder of Warrants in accordance with this Section 3, the Company shall promptly prepare a notice (the "Adjustment Notice"), which shall be certified by the Company's Chief Executive Officer to be true and correct. The Adjustment Notice shall set forth the Per Share Warrant Price and the number of Warrant Shares after such adjustment or the effect of such modification, a brief statement of the facts requiring such adjustment or modification and the manner of computing the same, and copies of such notice shall be mailed to the Holders of the Warrants not later than thirty (30) days following the occurrence of the event giving rise to the adjustment. (f) If the Board of Directors of the Company shall (i) declare any dividend or other distribution with respect to the Common Stock, other than a cash dividend payable otherwise than out of earnings or earned surplus, (ii) offer to the holders of shares of the Common Stock any additional shares of the Common Stock, any securities convertible into or exercisable for shares of the Common Stock or any rights to subscribe thereto or (iii) propose a dissolution, liquidation or winding up of the Company, the Company shall mail notice thereof to the Holders of the Warrants not less than 15 days prior to the record date fixed for determining stockholders entitled to participate in such dividend, distribution, offer or subscription right or to vote on such dissolution, liquidation or winding up. (g) If, as a result of an adjustment made in accordance with pursuant to this Section 43, the Holder becomes of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of the Common Stock and other capital stock of the CorporationCompany, the board Board of directors Directors of the Company (whose determination shall be conclusiveconclusive and shall be described in a written notice to the Holder of any Warrant promptly after such adjustment) shall determine the allocation of the adjusted Exercise Rate Per Share Warrant Price between or among shares of or such classes of capital stock or shares of the Common Stock and other capital stock and any subsequent adjustments made pursuant to this Section 3 shall apply equally to each such resulting class of capital stock.

Protection Against Dilution. If the Corporation, with respect to the Common Stock, Stock (1i) pays a dividend or makes a distribution on shares of Common Stock that is paid in shares of Common Stock or in securities convertible into or exchangeable or exercisable for Common Stock (in which latter event the number of shares of Common Stock common stock initially issuable upon the conversion conversion, exchange or exchange exercise of such securities shall be deemed to have been distributed), ; (2ii) subdivides outstanding shares of Common Stock, ; (3iii) combines outstanding shares of Common Stock into a smaller number of shares, ; or (4iv) issues by reclassification of Common Stock any shares of capital stock of the Corporation, the number of shares as to which this Warrant is exercisable as of the date of such event and the Exercise Conversion Price in effect immediately prior thereto shall be adjusted so that each Holder thereafter shall be entitled to receive the number and kind of shares of Common Stock or other capital stock of the Corporation that it would have owned or been entitled to receive in respect of this Warrant the Series C Preferred immediately after the happening of any of the events described above had this Warrant the Series C Preferred been converted immediately prior to the happening of that event; provided that the aggregate purchase price payable for the total numbers of shares of Common Stock purchasable under this Warrant shall remain the same. An adjustment made in accordance with this section Section 7 shall become effective immediately after the record date, in the case of a dividend, and shall become effective immediately after the effective date, in the case of a subdivision, combination, or reclassification. If, as a result of an adjustment made in accordance with this Section 47, the Holder becomes entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Corporation, the board of directors (whose determination shall be conclusive) shall determine in good faith the allocation of the adjusted Exercise Rate Conversion Price between or among shares of such classes of capital stock or shares of Common Stock and other capital stock.

Protection Against Dilution. 3.1 If the CorporationCompany at any time, with respect or from time to time, while this Warrant Certificate is outstanding shall declare or pay, without consideration, any dividend on the Common Stock payable in Common Stock, (1) pays or shall effect a dividend or makes a distribution on subdivision of the outstanding shares of Common Stock that is paid in into a greater number of shares of Common Stock (by stock split, reclassification or otherwise than by payment of a dividend in Common Stock or in securities convertible into any right to acquire Common Stock), or exchangeable for if the outstanding shares of Common Stock (in which latter event shall be combined or consolidated, by reclassification or otherwise, into a lesser number of shares of Common Stock, then the number of shares of Common Stock initially issuable upon the conversion or exchange exercise of such securities shall be deemed to have been distributed), (2) subdivides outstanding shares of Common Stock, (3) combines outstanding shares of Common Stock into a smaller number of shares, or (4) issues by reclassification of Common Stock any shares of capital stock of the Corporation, the number of shares as to which this Warrant is exercisable as of the date of such event and Certificate or the Exercise Price in effect immediately prior thereto shall be appropriately adjusted so such that each Holder thereafter shall be entitled to receive immediately after the happening of any such event, the proportionate number and kind of shares of Common Stock issuable immediately prior to the happening of such event shall be the number of shares of Common Stock issuable subsequent to the happening of such event. 3.2 In case of any consolidation or merger of the Company in which the Company is not the surviving entity, or in case of any sale or conveyance by the Company to another entity of all or substantially all of the property of the Company as an entirety or substantially as an entirety, the Holder shall have the right thereafter, upon exercise of this Warrant, to receive the kind and amount of securities, cash or other capital stock of property which the Corporation that it Holder would have owned or been entitled to receive in respect of this Warrant immediately after the happening of any of the events described above such consolidation, merger, sale or conveyance had this Warrant been converted exercised in full immediately prior to the happening effective date of that event; provided such consolidation, merger, sale or conveyance, and in any such case, if necessary, appropriate adjustment shall be made in the application thereafter of the provisions of this Section 3.2 with respect to the rights and interests of the Holder to the end that the aggregate purchase price payable for the total numbers provisions of shares of Common Stock purchasable under this Warrant Section 3.2 thereafter shall remain the same. An adjustment made in accordance with this section shall become effective immediately after the record date, in the case of a dividend, and shall become effective immediately after the effective date, in the case of a subdivision, combination, or reclassification. Ifbe correspondingly applicable, as a result of an adjustment made in accordance with this Section 4nearly as may be, the Holder becomes entitled to receive shares of two or more classes of capital stock or shares of Common Stock such securities and other capital stock of the Corporation, the board of directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Exercise Rate between or among shares of such classes of capital stock or shares of Common Stock and other capital stockproperty.

Protection Against Dilution. If (a) If, at any time or from time to time after the Corporationdate of this Warrant, the Company shall issue or distribute to the holders of shares of the Common Stock (i) securities, other than shares of the Common Stock, or (ii) property, other than cash, without payment therefor, with respect to the Common Stock, (1) pays a dividend or makes a distribution then, and in each such case, the Holder, upon the exercise of this Warrant, shall be entitled to receive the securities and property which the Holder would hold on shares the date of Common Stock that is paid in shares such exercise if, on the date of Common Stock or in securities convertible into or exchangeable for Common Stock (in which latter event this Warrant, the Holder had been the holder of record of the number of shares of the Common Stock initially issuable subscribed for upon such exercise and, during the conversion or exchange period from the date of this Warrant to and including the date of such exercise, had retained such shares and the securities and properties receivable by the Holder during such period. Notice of each such distribution shall be deemed forthwith mailed to have been distributed)the Holder. (b) If, at any time or from time to time after the date of this Warrant, the Company shall (2i) subdivides outstanding pay a dividend or make a distribution on its capital stock in shares of the Common Stock, (3ii) combines subdivide its outstanding shares of the Common Stock into a greater number of shares, (iii) combine its outstanding shares of the Common Stock into a smaller number of shares, shares or (4iv) issues issue by reclassification of the Common Stock any shares of capital stock of the CorporationCompany, the number of shares as to which this Per Share Warrant is exercisable as of the date of such event and the Exercise Price in effect immediately prior thereto shall be adjusted so that each the Holder thereafter upon the exercise hereof shall be entitled to receive the number and kind of shares of the Common Stock or other capital stock of the Corporation that it Company which the Holder would have owned or been entitled to receive in respect of this Warrant immediately after the happening of any of the events described above following such action had this such Warrant been converted exercised immediately prior to the happening of that event; provided that the aggregate purchase price payable for the total numbers of shares of Common Stock purchasable under this Warrant shall remain the samethereto. An adjustment made in accordance with pursuant to this section Section 3(b) shall become effective immediately after the record date, date in the case of a dividend, dividend or distribution and shall become effective immediately after the effective date, date in the case of a subdivision, combinationcombination or reclassification. (c) In case of any consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or reclassificationin case of any sale or conveyance to another entity of the property of the Company as an entirety or substantially as an entirety, or in the case of any statutory exchange of securities with another entity (including any exchange effected in connection with a merger of another corporation with the Company), the Holder of this Warrant shall have the right thereafter to receive on the exercise of this Warrant the kind and amount of securities, cash or other property which the Holder would have owned or have been entitled to receive immediately after such consolidation, merger, statutory exchange, sale or conveyance (collectively herein referred to as a "Transaction") had this Warrant been exercised immediately prior to the effective date of such Transaction and, in any such case, if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Section 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Section 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant. The above provisions of this Section 3(c) shall similarly apply to successive Transactions. The issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant shall be responsible for all of the agreements and obligations of the Company hereunder. Notice of any Transaction and of said provisions so proposed to be made, shall be mailed to the Holders of the Warrants not less than 30 days prior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. Alternatively, in the event of a Transaction, the Company may unilaterally cancel and terminate this Warrant in exchange for (a) the cash or whole shares which the holder hereof would be entitled to receive in the Transaction in exchange for the number of shares of the Company issuable upon exercise hereof minus (b) the cash, or whole shares of the survivor in the Transaction, equal in value to the exercise price. (d) If the Board of Directors of the Company shall (i) declare any dividend or other distribution with respect to the Common Stock, other than a cash dividend payable otherwise than out of earnings or earned surplus, (ii) offer to the holders of shares of the Common Stock any additional shares of the Common Stock, any securities convertible into or exercisable for shares of the Common Stock or any rights to subscribe thereto or (iii) propose a dissolution, liquidation or winding up of the Company, the Company shall mail notice thereof to the Holders of the Warrants not less than 15 days prior to the record date fixed for determining stockholders entitled to participate in such dividend, distribution, offer or subscription right or to vote on such dissolution, liquidation or winding up. (e) If, as a result of an adjustment made in accordance with pursuant to this Section 43, the Holder becomes of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of the Common Stock and other capital stock of the CorporationCompany, the board Board of directors Directors of the Company (whose determination shall be conclusiveconclusive and shall be described in a written notice to the Holder of any Warrant promptly after such adjustment) shall determine the allocation of the adjusted Exercise Rate Per Share Warrant Price between or among shares of or such classes of capital stock or shares of the Common Stock and other capital stock and any subsequent adjustments made pursuant to this Section 3 shall apply equally to each such resulting class of capital stock.

Protection Against Dilution. If (a) If, at any time or from time to time after the Corporationdate of this Warrant, the Company shall issue or distribute to the holders of shares of the Common Stock (i) securities, other than shares of the Common Stock, or (ii) property, other than cash, without payment therefor, with respect to the Common Stock, (1) pays a dividend or makes a distribution then, and in each such case, the Holder, upon the exercise of this Warrant, shall be entitled to receive the securities and property which the Holder would hold on shares the date of Common Stock that is paid in shares such exercise if, on the date of Common Stock or in securities convertible into or exchangeable for Common Stock (in which latter event this Warrant, the Holder had been the holder of record of the number of shares of the Common Stock initially issuable subscribed for upon such exercise and, during the conversion or exchange period from the date of this Warrant to and including the date of such exercise, had retained such shares and the securities and properties receivable by the Holder during such period. Notice of each such distribution shall be deemed forthwith mailed to have been distributed)the Holder. (b) If, at any time or from time to time after the date of this Warrant, the Company shall (2i) subdivides outstanding pay a dividend or make a distribution on its capital stock in shares of the Common Stock, (3ii) combines subdivide its outstanding shares of the Common Stock into a greater number of shares, (iii) combine its outstanding shares of the Common Stock into a smaller number of shares, shares or (4iv) issues issue by reclassification of the Common Stock any shares of capital stock of the CorporationCompany, the number of shares as to which this Per Share Warrant is exercisable as of the date of such event and the Exercise Price in effect immediately prior thereto shall be adjusted so that each the Holder thereafter upon the exercise hereof shall be entitled to receive the number and kind of shares of the Common Stock or other capital stock of the Corporation Company which the Holder would have owned immediately following such action had such Warrant been exercised immediately prior thereto. An adjustment made pursuant to this Section 3(b) shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. (c) Except as provided in Section 3(f), in case the Company shall hereafter issue or sell any shares of the Common Stock for a consideration per share less than the then current Market Price in effect immediately prior to the date of such issuance or sale, the Per Share Warrant Price shall be adjusted as of the date of such issuance or sale so that the same shall equal the price determined by dividing (i) the sum of (A) the number of shares of the Common Stock outstanding immediately prior to such issuance or sale multiplied by the Per Share Warrant Price plus (B) the consideration received by the Company upon such issuance or sale by (ii) the total number of shares of the Common Stock outstanding after such issuance or sale. Except as provided in Section 3(f), in case the Company shall hereafter issue or sell any rights, options, warrants or securities convertible into the Common Stock entitling the holders thereof to purchase the Common Stock or to convert such securities into the Common Stock at a price per share (determined by dividing (i) the total amount, if any, received or receivable by the Company in consideration of the issuance or sale of such rights, options, warrants or convertible securities plus the total consideration, if any, payable to the Company upon exercise or conversion thereof (the "Total Consideration") by (ii) the number of additional shares of the Common Stock issuable upon exercise or conversion of such securities) less than the then current Market Price in effect on the date of such issuance or sale, the Per Share Warrant Price shall be adjusted as of the date of such issuance or sale so that the same shall equal the price determined by dividing (i) the sum of (A) the number of shares of the Common Stock outstanding on the date of such issuance or sale multiplied by the Per Share Warrant Price plus (B) the Total Consideration by (ii) the number of shares of the Common Stock outstanding on the date of such issuance or sale plus the maximum number of additional shares of the Common Stock issuable upon exercise or conversion of such securities. No adjustment in the Per Share Warrant Price shall be required in the case of (i) the issuance of up to 1,054,410 shares of the Common Stock upon the exercise of options and warrants outstanding or issuable on the date hereof as described in the Company's Registration Statement on Form S-1, Registration No. ____, as declared effective by the Securities and Exchange Commission on ___________, 1997, (ii) the issuance by the Company of the Common Stock pursuant to the exercise of any Warrant or (iii) the issuance by the Company of any shares of the Common Stock pursuant to the exercise of the over-allotment option granted in the Underwriting Agreement, dated ________, 1997, by and between the Company and Ladenburg Thalxxxx & Xo. Inc. and Stifxx, Xxxxxxxx & Xompany Incorporated, as representatives of the several underwriters named therein. (d) In case of any consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or in case of any sale or conveyance to another entity of the property of the Company as an entirety or substantially as an entirety, or in the case of any statutory exchange of securities with another entity (including any exchange effected in connection with a merger of another corporation with the Company), the Holder of this Warrant shall have the right thereafter to receive on the exercise of this Warrant the kind and amount of securities, cash or other property which the Holder would have owned or have been entitled to receive immediately after such consolidation, merger, statutory exchange, sale or conveyance had this Warrant been exercised immediately prior to the effective date of such consolidation, merger, statutory exchange, sale or conveyance and, in any such case, if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Section 3 with respect to the rights and interests thereafter of the Holder of this Warrant to the end that the provisions set forth in this Section 3 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant. In the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986, as amended, in which the Company is the surviving corporation, the right to purchase Warrant Shares pursuant to the Warrants shall terminate on the date of such merger and thereupon the Warrants shall become null and void, but only if the controlling corporation shall agree to substitute for the Warrants its warrant which entitles the holder thereof to purchase upon its exercise the kind and amount of shares and other securities and property which it would have owned or been entitled to receive in respect had the Warrants been exercised immediately prior to such merger. The above provisions of this Section 3(d) shall similarly apply to successive consolidations, mergers, statutory exchanges, sales or conveyances. The issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant immediately after shall be responsible for all of the happening agreements and obligations of the Company hereunder. Notice of any such consolidation, merger, statutory exchange, sale or conveyance and of said provisions so proposed to be made, shall be mailed to the Holders of the events described above had Warrants not less than 10 days prior to such event. A sale of all or substantially all of the assets of the Company for a consideration consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. (e) In case any event shall occur as to which the other provisions of this Section 3 are not strictly applicable but as to which the failure to make any adjustment would not fairly protect the purchase rights represented by this Warrant been converted immediately in accordance with the essential intent and principles hereof, then, in each such case, if the Holders of Warrants representing the right to purchase a majority of the Warrant Shares subject to all outstanding Warrants and the Company are unable to agree on an appropriate adjustment, such Holders of Warrants representing the rights to purchase a majority of the Warrant Shares subject to all outstanding Warrants may appoint a firm of independent public accountants of recognized national standing reasonably acceptable to the Company, which may be the Company's regular accounting firm which shall give their opinion as to the adjustment, if any, on a basis consistent with the essential intent and principles established herein, necessary to preserve the purchase rights represented by the Warrants. Upon receipt of such opinion, the Company will promptly mail a copy thereof to the Holder of this Warrant and shall make the adjustments described therein. The fees and expenses of such independent public accountants shall be borne by the Company if the Company's regular accounting firm is retained to provide such opinion or the Holders of the Warrants if any accounting firm other than the Company's regular accounting firm is retained to provide such opinion. (f) No adjustment in the Per Share Warrant Price shall be required unless such adjustment would require an increase or decrease of at least $0.05 per share of the Common Stock; provided, however, that any adjustments which by reason of this Section 3(f) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; provided further, however, that adjustments shall be required and made in accordance with the provisions of this Section 3 (other than this Section 3(f)) not later than such time as may be required in order to preserve the tax-free nature of a distribution to the Holder of this Warrant or the Common Stock issuable upon exercise hereof. All calculations under this Section 3 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be. Anything in this Section 3 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the Per Share Warrant Price, in addition to those required by this Section 3, as it in its discretion shall deem to be advisable in order that any stock dividend, subdivision of shares or distribution of rights to purchase stock or securities convertible or exchangeable for stock hereafter made by the Company to its stockholders shall not be taxable. (g) Whenever the Per Share Warrant Price is adjusted as provided in this Section 3 and upon any modification of the rights of a Holder of Warrants in accordance with this Section 3, the Company shall promptly prepare a notice of such adjustment and a certificate of the chief financial officer of the Company setting forth the Per Share Warrant Price and the number of Warrant Shares after such adjustment or the effect of such modification, a brief statement of the facts requiring such adjustment or modification and the manner of computing the same, and cause copies of such certificate to be mailed to the Holders of the Warrants. (h) If the Board of Directors of the Company shall (i) declare any dividend or other distribution with respect to the Common Stock, other than a cash dividend payable otherwise than out of earnings or earned surplus, (ii) offer to the holders of shares of the Common Stock any additional shares of the Common Stock, any securities convertible into or exercisable for shares of the Common Stock or any rights to subscribe thereto or (iii) propose a dissolution, liquidation or winding up of the Company, the Company shall mail notice thereof to the Holders of the Warrants not less than 10 days prior to the happening record date fixed for determining stockholders entitled to participate in such dividend, distribution, offer or subscription right or to vote on such dissolution, liquidation or winding up. (i) Upon the expiration of that event; provided any rights, options, warrants or conversion privileges, if such shall not have been exercised, the number of Warrant Shares purchasable upon exercise of the Warrants, to the extent the Warrants have not then been exercised, shall, upon such expiration, be readjusted and shall thereafter be such as they would have been had they been originally adjusted (or had the original adjustment not been required, as the case may be) on the basis of (A) the fact that the aggregate purchase price payable for the total numbers of only shares of Common Stock so issued were the shares of Common Stock, if any, actually issued or sold upon the exercise of such rights, options, warrants or conversion privileges, and (B) the fact that such shares of Common Stock, if any, were issued or sold for the consideration actually received by the Company upon such exercise plus the consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion privileges whether or not exercised; provided, however, that no such readjustment shall have the effect of decreasing the number of Warrant Shares purchasable under this Warrant shall remain upon exercise of the same. An Warrants by an amount in excess of the amount of the adjustment initially made in accordance with respect of the issuance, sale or grant of such rights, options, warrants or conversion privileges. (j) Except as provided in this section Section 3, no adjustment in respect of any dividends or distributions out of earnings shall become effective immediately after be made during the record date, in term of the case Warrants or upon the exercise of a dividend, and shall become effective immediately after the effective date, in the case of a subdivision, combination, or reclassification. Warrants. (k) If, as a result of an adjustment made in accordance with pursuant to this Section 43, the Holder becomes of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of the Common Stock and other capital stock of the CorporationCompany, the board Board of directors Directors of the Company (whose determination shall be conclusiveconclusive and shall be described in a written notice to the Holder of any Warrant promptly after such adjustment) shall determine the allocation of the adjusted Exercise Rate Per Share Warrant Price between or among shares of or such classes of capital stock or shares of the Common Stock and other capital stock and any subsequent adjustments made pursuant to this Section 3 shall apply equally to each such resulting class of capital stock.

Protection Against Dilution. If the Corporation, with respect to the Common Stock, (1) pays a dividend or makes a distribution on shares of Common Stock common stock that is paid in shares of Common Stock common stock or in securities convertible into or exchangeable for Common Stock (in which latter event the number of shares of Common Stock common stock initially issuable upon the conversion or exchange of such securities shall be deemed to have been distributed), (2) subdivides outstanding shares of Common Stock, (3) combines outstanding shares of Common Stock into a smaller number of shares, or (4) issues by reclassification of Common Stock common stock any shares of capital stock of the Corporation, the number of shares as to which this Warrant is exercisable as of the date of such event and the Exercise Price in effect immediately prior thereto shall be adjusted so that each Holder thereafter shall be entitled to receive the number and kind of shares of Common Stock or other capital stock of the Corporation that it would have owned or been entitled to receive in respect of this Warrant immediately after the happening of any of the events described above had this Warrant been converted immediately prior to the happening of that event; provided that the aggregate purchase price payable for the total numbers of shares of Common Stock purchasable under this Warrant shall remain the same. An adjustment made in accordance with this section Section shall become effective immediately after the record date, in the case of a dividend, and shall become effective immediately after the effective date, in the case of a subdivision, combination, or reclassification. If, as a result of an adjustment made in accordance with this Section 4, the Holder becomes entitled to receive shares of two or more classes of capital stock or shares of Common Stock common stock and other capital stock of the Corporation, the board of directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Exercise Rate between or among shares of such classes of capital stock or shares of Common Stock and other capital stock.

Protection Against Dilution. If a.) If, at any time or from time to time after the Corporationdate of this Warrant, with respect the Company shall issue or distribute (for no consideration) to the Common Stock, (1) pays a dividend or makes a distribution on shares of Common Stock that is paid in shares of Common Stock or in securities convertible into or exchangeable for Common Stock (in which latter event the number holders of shares of Common Stock initially issuable upon evidences of its indebtedness, any other securities of the conversion Company or exchange of such securities shall be deemed to have been distributed)any cash, property or other assets (2) subdivides outstanding excluding a subdivision, combination or reclassification, or dividend or distribution payable in shares of Common Stock, (3referred to in Subsection 3(b) combines outstanding shares and also excluding cash dividends or cash distributions paid out of Common Stock into net profits legally available therefor if the full amount thereof, together with the value of other dividends and distributions made substantially concurrently therewith or pursuant to a smaller number of sharesplan which includes payment thereof, or (4) issues by reclassification of Common Stock any shares of capital stock is equivalent to not more than 5% of the CorporationCompany's net worth) (any such nonexcluded event being herein called a "Special Dividend"), the number of shares as to which this Per Share Warrant is exercisable as of the date of such event and the Exercise Price in effect immediately prior thereto shall be adjusted so that each Holder thereafter by multiplying the Per Share Warrant Price then in effect by a fraction, the numerator of which shall be entitled to receive the number and kind then current market price of shares of the Common Stock or other capital stock of (defined as the Corporation that it would have owned or been entitled to receive in respect of this Warrant immediately after average for the happening of any of the events described above had this Warrant been converted thirty consecutive business days immediately prior to the happening record date of that event; provided that the aggregate purchase daily closing price payable for of the total numbers Common Stock as reported by the principal exchange or market on which the Common Stock is listed) less the fair market value (as determined by the Company's Board of shares Directors) of the evidences of indebtedness, securities or property, or other assets issued or distributed in such Special Dividend applicable to one share of Common Stock purchasable under this Warrant and the denominator of which shall remain the samebe such then current market price per share of Common Stock. An adjustment made in accordance with pursuant to this section Subsection 3(a) shall become effective immediately after the record date, in the case date of a dividend, and shall become effective immediately after the effective date, in the case of a subdivision, combination, or reclassification. If, as a result of an adjustment made in accordance with this Section 4, the Holder becomes entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Corporation, the board of directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Exercise Rate between or among shares of any such classes of capital stock or shares of Common Stock and other capital stockSpecial Dividend.