Common use of REPORT AS TO ADJUSTMENTS Clause in Contracts

REPORT AS TO ADJUSTMENTS. In each case of any adjustment or readjustment of the Warrant Amount, the Warrant Term, the Warrant Price or any other adjustment or readjustment pursuant to the terms of the Agreement or this Certificate, or upon the written request at any time of any Holder, the Company at its expense will promptly compute such adjustment or readjustment (the “Company Calculation”) in accordance with the terms of this Certificate and the Agreement and cause the Company’s Chief Financial Officer to verify such computation and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including a statement of (a) the Warrant Amount, (b) the Warrant Term and (c) the Warrant Price in effect immediately prior to such adjustment or readjustment (as adjusted and readjusted, as applicable). The Company will forthwith deliver a copy of each such report to each Holder and will also keep copies of all such reports at its principal office and will cause the same to be available for inspection at such office during normal business hours by any Holder. The Holder may dispute the Company Calculation by providing its computation of such adjustment or readjustment (the “Holder Calculation”) and requesting in writing that independent certified public accountants of recognized national standing (which may be the regular auditors of the Company) selected by the Company verify the Company Calculation. The Holder shall be responsible for the costs and expenses of such accountants if the difference between the computation of the adjustment or readjustment by such accountants (the “Accountant Calculation”) and the Holder Calculation is greater than the difference between the Accountant Calculation and the Company Calculation, and otherwise the Company shall bear such costs and expenses.

REPORT AS TO ADJUSTMENTS. In each case of any adjustment or readjustment in the Warrant Units issuable upon the exercise of this Warrant (or issuable in connection with the conversion of the Warrant Amount, the Warrant Term, the Warrant Price or any other adjustment or readjustment pursuant to the terms of the Agreement or this Certificate, or upon the written request at any time of any HolderUnits), the Company at its sole expense will promptly compute such adjustment or readjustment (the “Company Calculation”) in accordance with the terms of this Certificate and the Agreement Warrant and cause the Company’s its Chief Financial Officer to verify such computation and (other than any computation of the Fair Market Value, which shall be determined in accordance with the definition thereof) and, in connection with the preparation of the Company’s periodic financial statements, prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including a statement of (a) the Warrant Amount, (b) the Warrant Term and (c) the Warrant Price in effect immediately prior to such adjustment or readjustment (as adjusted and readjusted, as applicable)or readjusted on account thereof. The Company will forthwith deliver mail a copy of each such report to each Holder and will, upon the written request at any time of any such Holder, furnish to such Holder a like report setting forth the number of units issuable upon exercise of this Warrant and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports at its principal office Chief Executive Office and will cause the same to be available for inspection at such office during normal business hours by any Holder or any prospective purchaser of this Warrant designated by the Holder. The Holder may dispute If, upon review of such computation and report, the Requisite Holders raise an objection to the adjustment as so calculated, the Company Calculation shall cause such computation and report to be prepared and distributed by providing its computation of such adjustment or readjustment (the “Holder Calculation”) and requesting in writing that independent certified public accountants of recognized national standing (which may be the regular auditors of the Company) selected by the Company verify the Company Calculation. The Holder shall be responsible for the costs and expenses of such accountants if the difference between the computation of the adjustment or readjustment by such accountants (the “Accountant Calculation”) and the Holder Calculation is greater than the difference between the Accountant Calculation and the Company Calculation, and otherwise the Company shall bear such costs and expenses).

REPORT AS TO ADJUSTMENTS. In each case of any adjustment or readjustment ------------------------ in the shares of the Warrant Amount, the Warrant Term, the Warrant Price Common Stock (or any other adjustment or readjustment pursuant to the terms of the Agreement or this Certificate, or Other Securities) issuable upon the written request at any time exercise of any Holderthis Warrant, the Company at its expense will promptly compute such adjustment or readjustment (the “Company Calculation”) in accordance with the terms of this Certificate and the Agreement and cause the Company’s Chief Financial Officer to verify such computation Warrant and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including a statement of (a) the Warrant Amountnumber of shares of Common Stock outstanding or deemed to be outstanding, (b) the Warrant Term and (c) the Warrant Price in effect immediately prior to such adjustment or readjustment (and as adjusted and readjustedreadjusted (if required by section 2) on account thereof, as applicable)and (c) the consideration received or to be received by the Company for any Additional Shares of Common Stock issued or sold or deemed to have been issued. The Company will forthwith deliver mail, within 30 days of such event requiring such adjustment, a copy of each such report to each Holder holder of a Warrant and will, upon the written request at any time of any holder of a Warrant, furnish to such holder a like report setting forth the Warrant Price at the time in effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports and the reports referred to in the last sentence of this section 5 at its principal office and will cause the same to be available for inspection at such office during normal business hours by any Holderholder of a Warrant or its representatives or any prospective purchaser of a Warrant designated by the holder thereof. The Holder In addition to the report referred to above, the holders of not less than a majority of the Common Stock issuable upon exercise of the outstanding Warrants may dispute request the Company Calculation by providing its computation of such adjustment or readjustment (Company, at the “Holder Calculation”) Company's cost and requesting in writing that expense, to cause independent certified public accountants of recognized national standing (which may be the regular auditors of the Company) selected by the Company to verify the Company Calculation. The Holder shall be responsible for the costs such computation and expenses of will deliver to each holder a report showing in reasonable detail how such accountants if the difference between the computation of the adjustment or readjustment by such accountants (the “Accountant Calculation”) and the Holder Calculation is greater than the difference between the Accountant Calculation and the Company Calculation, and otherwise the Company shall bear such costs and expensesverification was effected.