Common use of Stock Dividends, Subdivisions and Combinations Clause in Contracts

Stock Dividends, Subdivisions and Combinations. In case the Company shall at any time on or before the Expiration Time: (i) pay a dividend in shares of Common Stock or make a distribution in shares of Common Stock or such other stock to holders of all its outstanding shares of Common Stock; (ii) subdivide, reclassify or recapitalize the outstanding shares of Common Stock into a greater number of shares; (iii) combine, reclassify or recapitalize the outstanding shares of Common Stock into a smaller number of shares of Common Stock; or (iv) issue by reclassification of shares of Common Stock into any other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation); then the number and kind of Warrant Shares purchasable upon exercise of each Warrant outstanding immediately prior thereto shall be adjusted so that the Warrantholder shall be entitled to receive the kind and number of shares of Common Stock or other securities of the Company which the Warrantholder would have owned or have been entitled to receive after the happening of any of the events described above had such Warrant been exercised in full immediately prior to the earlier of the happening of such event or any record date in respect thereto. In the event of any adjustment of the number of Warrant Shares purchasable upon the exercise of each then outstanding Warrant pursuant to this paragraph 3(a), the Purchase Price shall be adjusted to be the amount resulting from dividing the number of shares of Common Stock (including fractional shares of Common Stock) covered by such Warrant immediately after such adjustment into the total amount payable upon exercise of such Warrant in full immediately prior to such adjustment. An adjustment made pursuant to this paragraph 3(a) shall become effective immediately after the effective date of such event retroactive to the record date for any such event. Such adjustment shall be made successively whenever any event listed in clauses (i) through (iv) of this paragraph 3(a) shall occur.

Stock Dividends, Subdivisions and Combinations. In case If the Company shall at any time or from time to time after the date on which this Warrant was first issued (or, if this Warrant was issued upon partial exercise of, or before in replacement of, another warrant of like tenor, then the Expiration Time: date on which such original warrant was first issued) (the “Original Issue Date”): split or subdivide any class of securities as to which purchase rights under this Warrant exist into a different number of securities of the same class, the number of securities of such class issuable upon exercise of this Warrant immediately prior to such split or subdivision shall be proportionately increased and the Purchase Price for such securities of such class shall be proportionately decreased; or combine any class of securities as to which purchase rights under this Warrant exist into a different number of securities of the same class, the number of securities of such class issuable upon exercise of this Warrant immediately prior to such combination shall be proportionately decreased and the Purchase Price for such securities of such class shall be proportionately increased. Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment pursuant to Section 2(a), the Company at its expense shall, as promptly as reasonably practicable but in any event not later than ten (10) days thereafter, compute such adjustment or readjustment in accordance with the terms hereof and furnish to the Registered Holder a certificate setting forth such adjustment or readjustment (including the kind and amount of securities, cash or other property for which this Warrant shall be exercisable and the Purchase Price) and showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, as promptly as reasonably practicable after the written request at any time of the Registered Holder (but in any event not later than ten (10) days thereafter), furnish or cause to be furnished to the Registered Holder a certificate setting forth (i) pay a dividend the Purchase Price then in shares of Common Stock or make a distribution in shares of Common Stock or such other stock to holders of all its outstanding shares of Common Stock; effect and (ii) subdivide, reclassify or recapitalize the outstanding shares of Common Stock into a greater number of shares; (iii) combine, reclassify or recapitalize the outstanding shares of Common Stock into a smaller number of shares of Common Stock; or (iv) issue by reclassification of shares of Common Stock into any other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation); then the number and kind of Warrant Shares purchasable upon exercise of each Warrant outstanding immediately prior thereto shall be adjusted so that the Warrantholder shall be entitled to receive the kind and number of shares of Common Stock or other securities of the Company which the Warrantholder would have owned or have been entitled to receive after the happening of any of the events described above had such Warrant been exercised in full immediately prior to the earlier of the happening of such event or any record date in respect thereto. In the event of any adjustment of the number of Warrant Shares purchasable upon the exercise of each then outstanding Warrant pursuant to this paragraph 3(a), the Purchase Price shall be adjusted to be the amount resulting from dividing the number of shares of Common Stock (including fractional shares and the amount, if any, of Common Stock) covered by such Warrant immediately after such adjustment into other securities, cash or property which then would be received upon the total amount payable upon exercise of such Warrant in full immediately prior to such adjustment. An adjustment made pursuant to this paragraph 3(a) shall become effective immediately after the effective date of such event retroactive to the record date for any such event. Such adjustment shall be made successively whenever any event listed in clauses (i) through (iv) of this paragraph 3(a) shall occurWarrant.

Stock Dividends, Subdivisions and Combinations. In case the Company shall If at any time on or before while this Warrant is outstanding the Expiration TimeCompany shall: (i) pay i. declare a dividend in shares of Common Stock or make a distribution in shares of Common Stock or such other stock to holders of all on its outstanding shares of Common Stock in shares of Common Stock;, (ii) subdivide, reclassify or recapitalize the . subdivide its outstanding shares of Common Stock into a greater larger number of shares;shares of Common Stock, or (iii) combine, reclassify or recapitalize the . combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock; or, then: (iv1) issue by reclassification of shares of Common Stock into any other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation); then the number and kind of Warrant Shares purchasable upon exercise of each Warrant outstanding immediately prior thereto shall be adjusted so that the Warrantholder shall be entitled to receive the kind and number of shares of Common Stock or other securities of the Company which the Warrantholder would have owned or have been entitled to receive after the happening of any of the events described above had such Warrant been exercised in full immediately prior to the earlier of the happening of such event or any record date in respect thereto. In the event of any adjustment of the number of Warrant Shares purchasable upon the exercise of each then outstanding Warrant pursuant to this paragraph 3(a), the Purchase Price shall be adjusted to be the amount resulting from dividing the number of shares of Common Stock (including fractional acquirable upon exercise of this Warrant immediately after the occurrence of any such event shall be adjusted to equal the number of shares of Common StockStock which a record holder of the same number of shares of Common Stock that would have been acquirable under this Warrant immediately prior to the record date for such dividend or distribution or the effective date of such subdivision or combination would own or be entitled to receive after such record date or the effective date of such subdivision or combination, as applicable, and (2) covered the Warrant Price shall be adjusted to equal: (A) the Current Warrant Price in effect at the time of the record date for such dividend or distribution or of the effective date of such subdivision or combination, multiplied by such the number of shares of Common Stock into which this Warrant is exercisable immediately prior to the adjustment, divided by (B) the number of shares of Common Stock into which this Warrant is exercisable immediately after such adjustment into the total amount payable upon exercise of such Warrant in full immediately prior to such adjustment. An Any adjustment made pursuant to clause (i) of this paragraph 3(ashall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution, and any adjustment pursuant to clauses (ii) or (iii) of this paragraph shall become effective immediately after the effective date of such event retroactive to the record date for any such event. Such adjustment shall be made successively whenever any event listed in clauses (i) through (iv) of this paragraph 3(a) shall occursubdivision or combination.

Stock Dividends, Subdivisions and Combinations. In case the Company shall at any time on or before the Expiration Time: hereafter (iA) pay a dividend in shares of Common Stock or Non-Voting Common Stock or make a distribution in shares of Common Stock or such other stock to holders of all Non-Voting Common Stock, (B) reclassify by subdivision its outstanding shares of Common Stock; (ii) subdivide, reclassify Stock or recapitalize the outstanding shares of Non-Voting Common Stock into a greater number of shares; shares or (iiiC) combine, reclassify or recapitalize the by combination its outstanding shares of Common Stock or Non-Voting Common Stock into a smaller number of shares of Common Stock; or shares, (ivi) issue by reclassification of shares of Common Stock into any other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation); then the number and kind of Warrant Shares purchasable upon exercise of each Warrant outstanding immediately prior thereto shall be adjusted so that the Warrantholder Holder of any Warrant Certificate thereafter exercised shall be entitled to receive the kind and number of shares of Common Stock or other securities of the Company Warrant Shares which the Warrantholder such Holder would have owned or have been entitled to receive after the happening of any of the events described above immediately following such action had such Warrant been exercised in full immediately prior thereto, and (ii) the Exercise Price shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, the earlier numerator of the happening of such event or any record date in respect thereto. In the event of any adjustment of which shall be the number of Warrant Shares purchasable upon the exercise of each then outstanding Warrant pursuant to this paragraph 3(a), the Purchase Price shall be adjusted to be the amount resulting from dividing the number of shares of Common Stock (including fractional shares of Common Stock) covered by such Warrant immediately after such adjustment into the total amount payable upon exercise of such Warrant in full immediately prior to such adjustment, and the denominator of which shall be the number of Warrant Shares purchasable immediately thereafter. An adjustment made pursuant to this paragraph 3(aSection 5.1(a) shall become effective immediately after the record date, in the case of a dividend, and shall become effective date immediately after the effective date, in the case of a subdivision, combination or reclassification. If, as a result of an adjustment made pursuant to this Section 5.1(a), the Holder of any Warrant Certificate thereafter exercised shall become entitled to receive shares of two or more classes of capital stock of the Company, the Board of Directors of the Company shall determine, in its reasonable discretion, the allocation of the adjusted Exercise Price between or among shares of such event retroactive to the record date for any such event. Such adjustment shall be made successively whenever any event listed in clauses (i) through (iv) classes of this paragraph 3(a) shall occurcapital stock.

Stock Dividends, Subdivisions and Combinations. In case the Company shall at any time on or before the Expiration Time: (i) pay a dividend in shares of Common Stock or other stock of the Company or make a distribution in shares of Common Stock or such other stock to holders of all its outstanding shares of Common Stock; (ii) subdivide, subdivide or reclassify or recapitalize the outstanding shares of Common Stock into a greater number of shares; (iii) combine, reclassify or recapitalize combine the outstanding shares of Common Stock into a smaller number of shares of Common Stock; or (iv) issue by reclassification of its shares of Common Stock into any other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation); , then the number and kind of Warrant Shares purchasable upon exercise of each Warrant outstanding immediately prior thereto shall be adjusted so that the Warrantholder shall be entitled to receive the kind and number of shares of Common Stock or other securities of the Company which the Warrantholder would have owned or have been entitled to receive after the happening of any of the events described above had such Warrant been exercised in full immediately prior to the earlier of the happening of such event or any record date in respect thereto. In the event of any adjustment of the number of Warrant Shares purchasable upon the exercise of each then outstanding Warrant Warrants pursuant to this paragraph Paragraph 3(a), the Purchase Exercise Price shall be adjusted to be the amount resulting from dividing the number of shares of Common Stock (including fractional shares of Common Stock) covered by such Warrant immediately after such adjustment into the total amount payable upon exercise of such Warrant in full immediately prior to such adjustment. An adjustment made pursuant to this paragraph Paragraph 3(a) shall become effective immediately after the effective date of such event retroactive to the record date for any such event. Such adjustment shall be made successively whenever any event listed in clauses (i) through (iv) of this paragraph 3(a) above shall occur.

Stock Dividends, Subdivisions and Combinations. In case the Company shall at any time on or before from time to time after the Expiration Time: date hereof (iA) pay take a dividend in shares record of the holders of its Common Stock for the purpose of entitling them to receive a dividend, or make a distribution in shares of Common Stock or such other stock to holders of all its outstanding shares of Common Stock; (ii) subdivideany distribution, reclassify or recapitalize on the outstanding shares of Common Stock into a greater number in Additional Shares of shares; Common Stock, (iiiB) combinesubdivide the outstanding shares of Common Stock, reclassify or recapitalize (C) combine the outstanding shares of Common Stock into a smaller number of shares of Common Stock; or or (ivD) issue by reclassification of the shares of Common Stock into any other securities shares of capital stock of the Company Company, then (including any such reclassification in connection with a consolidation or merger in which i) the Company is the continuing corporation); then the number and kind of Warrant Shares purchasable upon exercise of each Warrant outstanding immediately prior thereto shall be adjusted so that the Warrantholder shall be entitled to receive the kind and number of shares of Common Stock or other securities for which this Warrant is exercisable 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 Company same number of shares of Common Stock for which this Warrant is exercisable immediately prior to the Warrantholder occurrence of such event would have owned own or have been be entitled to receive after the happening of any of such event, and (ii) the events described above had such Current Warrant been exercised in full immediately prior to the earlier of the happening of such event or any record date in respect thereto. In the event of any adjustment of the number of Warrant Shares purchasable upon the exercise of each then outstanding Warrant pursuant to this paragraph 3(a), the Purchase Price per share shall be adjusted to be equal the amount resulting from dividing quotient of (A) the Current Warrant Price multiplied by the number of shares of Common Stock (including fractional shares of Common Stock) covered by such for which this Warrant immediately after such adjustment into the total amount payable upon exercise of such Warrant in full is exercisable immediately prior to the adjustment, divided by (B) the number of shares for which this Warrant is exercisable immediately after such adjustment. An adjustment made pursuant to this paragraph 3(a) Section 4.1 shall become effective (x) in the case of any such dividend or distribution, immediately after the effective date close of such event retroactive to business on the record date for any the determination of holders of shares of Common Stock entitled to receive such event. Such adjustment shall be made successively whenever any event listed dividend or distribution, or (y) in clauses (i) through (iv) the case of this paragraph 3(a) shall occursuch subdivision, reclassification or combination, at the close of business on the day upon which such corporate action becomes effective.

Stock Dividends, Subdivisions and Combinations. In case the Company shall If at any time on or before while this Warrant is outstanding the Expiration Time: (i) pay Company shall: declare a dividend in shares of Common Stock or make a distribution in shares of Common Stock or such other stock to holders of all on its outstanding shares of Common Stock in shares of Common Stock; (ii) subdivide, reclassify or recapitalize the ; subdivide its outstanding shares of Common Stock into a greater larger number of shares; (iii) combine, reclassify shares of Common Stock; or recapitalize the combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock; or (iv) issue by reclassification of shares of Common Stock into any other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation); then the number and kind of Warrant Shares purchasable upon exercise of each Warrant outstanding immediately prior thereto shall be adjusted so that the Warrantholder shall be entitled to receive the kind and number of shares of Common Stock or other securities of the Company which the Warrantholder would have owned or have been entitled to receive after the happening of any of the events described above had such Warrant been exercised in full immediately prior to the earlier of the happening of such event or any record date in respect thereto. In the event of any adjustment of the number of Warrant Shares purchasable upon the exercise of each then outstanding Warrant pursuant to this paragraph 3(a), the Purchase Price shall be adjusted to be the amount resulting from dividing then: the number of shares of Common Stock (including fractional acquirable upon exercise of this Warrant immediately after the occurrence of any such event shall be adjusted to equal the number of shares of Common Stock) covered Stock which a record holder of the same number of shares of Common Stock that would have been acquirable under this Warrant immediately prior to the record date for such dividend or distribution or the effective date of such subdivision or combination would own or be entitled to receive after such record date or the effective date of such subdivision or combination, as applicable, and the Current Warrant Price shall be adjusted to equal: the Current Warrant Price in effect at the time of the record date for such dividend or distribution or of the effective date of such subdivision or combination, multiplied by such the number of shares of Common Stock into which this Warrant is exercisable immediately prior to the adjustment, divided by the number of shares of Common Stock into which this Warrant is exercisable immediately after such adjustment into the total amount payable upon exercise of such Warrant in full immediately prior to such adjustment. An Any adjustment made pursuant to clause (i) of this paragraph 3(ashall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution, and any adjustment pursuant to clauses (ii) or (iii) of this paragraph shall become effective immediately after the effective date of such event retroactive to the record date for any such event. Such adjustment shall be made successively whenever any event listed in clauses (i) through (iv) of this paragraph 3(a) shall occursubdivision or combination.

Stock Dividends, Subdivisions and Combinations. In case the Company shall If at any time on or before while this Warrant is outstanding the Expiration TimeCompany shall: (i) pay declare a dividend in shares of Common Stock or make a distribution in shares of Common Stock or such other stock to holders of all on its outstanding shares of Common Stock in shares of Common Stock;, (ii) subdivide, reclassify or recapitalize the subdivide its outstanding shares of Common Stock into a greater larger number of shares;shares of Common Stock, or (iii) combine, reclassify or recapitalize the combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock; or, then: (iv1) issue by reclassification of shares of Common Stock into any other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation); then the number and kind of Warrant Shares purchasable upon exercise of each Warrant outstanding immediately prior thereto shall be adjusted so that the Warrantholder shall be entitled to receive the kind and number of shares of Common Stock or other securities of the Company which the Warrantholder would have owned or have been entitled to receive after the happening of any of the events described above had such Warrant been exercised in full immediately prior to the earlier of the happening of such event or any record date in respect thereto. In the event of any adjustment of the number of Warrant Shares purchasable upon the exercise of each then outstanding Warrant pursuant to this paragraph 3(a), the Purchase Price shall be adjusted to be the amount resulting from dividing the number of shares of Common Stock (including fractional acquirable upon exercise of this Warrant immediately after the occurrence of any such event shall be adjusted to equal the number of shares of Common StockStock which a record holder of the same number of shares of Common Stock that would have been acquirable under this Warrant immediately prior to the record date for such dividend or distribution or the effective date of such subdivision or combination would own or be entitled to receive after such record date or the effective date of such subdivision or combination, as applicable, and (2) covered the Exercise Price shall be adjusted to equal: (A) the Exercise Price in effect at the time of the record date for such dividend or distribution or of the effective date of such subdivision or combination, multiplied by such the number of shares of Common Stock into which this Warrant is exercisable immediately prior to the adjustment, divided by (B) the number of shares of Common Stock into which this Warrant is exercisable immediately after such adjustment into the total amount payable upon exercise of such Warrant in full immediately prior to such adjustment. An Any adjustment made pursuant to clause (i) of this paragraph 3(ashall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution, and any adjustment pursuant to clauses (ii) or (iii) of this paragraph shall become effective immediately after the effective date of such event retroactive to the record date for any such event. Such adjustment shall be made successively whenever any event listed in clauses (i) through (iv) of this paragraph 3(a) shall occursubdivision or combination.

Stock Dividends, Subdivisions and Combinations. In case the Company shall If at any time on or before while this Warrant is outstanding the Expiration TimeCompany shall: (i) pay declare a dividend in shares of Common Stock or make a distribution in shares of Common Stock or such other stock to holders of all on its outstanding shares of Common Stock payable in shares of Common Stock;, (ii) subdivide, reclassify or recapitalize the subdivide its outstanding shares of Common Stock into a greater larger number of shares;shares of Common Stock, or (iii) combine, reclassify or recapitalize the combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock; or, then: (iv1) issue by reclassification of shares of Common Stock into any other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation); then the number and kind of Warrant Shares purchasable upon exercise of each Warrant outstanding immediately prior thereto shall be adjusted so that the Warrantholder shall be entitled to receive the kind and number of shares of Common Stock or other securities of the Company which the Warrantholder would have owned or have been entitled to receive after the happening of any of the events described above had such Warrant been exercised in full immediately prior to the earlier of the happening of such event or any record date in respect thereto. In the event of any adjustment of the number of Warrant Shares purchasable upon the exercise of each then outstanding Warrant pursuant to this paragraph 3(a), the Purchase Price shall be adjusted to be the amount resulting from dividing the number of shares of Common Stock (including fractional acquirable upon exercise of this Warrant immediately after the occurrence of any such event shall be adjusted to equal the number of shares of Common StockStock which a record holder of the same number of shares of Common Stock that would have been acquirable under this Warrant immediately prior to the record date for such dividend or distribution or the effective date of such subdivision or combination would own or be entitled to receive after such record date or the effective date of such subdivision or combination, as applicable, and (2) covered the Current Warrant Price shall be adjusted to equal: (A) the Current Warrant Price in effect at the time of the record date for such dividend or distribution or of the effective date of such subdivision or combination, multiplied by such the number of shares of Common Stock into which this Warrant is exercisable immediately prior to the adjustment, divided by (B) the number of shares of Common Stock into which this Warrant is exercisable immediately after such adjustment into the total amount payable upon exercise of such Warrant in full immediately prior to such adjustment. An Any adjustment made pursuant to clause (i) of this paragraph 3(ashall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution, and any adjustment pursuant to clauses (ii) or (iii) of this paragraph shall become effective immediately after the effective date of such event retroactive to the record date for any such event. Such adjustment shall be made successively whenever any event listed in clauses (i) through (iv) of this paragraph 3(a) shall occursubdivision or combination.

Stock Dividends, Subdivisions and Combinations. In case the Company shall at any time on or before from time to time the Expiration TimeCompany shall: (iA) pay a dividend in issue to all holders of its shares of Common Stock a dividend payable in, or make a other distribution in of, shares of Common Stock or such other stock to holders of all its outstanding shares of Common Stock(a “Stock Dividend”); (iiB) subdivide, reclassify or recapitalize the subdivide its outstanding shares of Common Stock into a greater larger number of shares;shares of Common Stock, including, without limitation, by means of a stock split (a “Stock Subdivision”); or (iiiC) combine, reclassify or recapitalize the combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock; or Stock (iv) issue by reclassification of shares of Common a “Stock into any other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporationCombination”); then the number Aggregate Number and kind of Term B Warrant Shares purchasable upon exercise of each Warrant outstanding Share Amount in effect immediately prior thereto shall be adjusted so that (1) proportionately increased in the Warrantholder case of a Stock Dividend or a Stock Subdivision and (2) proportionately decreased in the case of a Stock Combination, and the Exercise Price shall be entitled to receive (1) proportionately decreased in the kind case of a Stock Dividend or a Stock Subdivision and number (2) proportionately increased in the case of a Stock Combination. In the event the Company shall declare or pay, without consideration, any dividend on the shares of Common Stock or other securities of the Company which the Warrantholder would have owned or have been entitled payable in any right to receive after the happening of any of the events described above had such Warrant been exercised in full immediately prior to the earlier of the happening of such event or any record date in respect thereto. In the event of any adjustment of the number of Warrant Shares purchasable upon the exercise of each then outstanding Warrant pursuant to this paragraph 3(a), the Purchase Price shall be adjusted to be the amount resulting from dividing the number of acquire shares of Common Stock (including fractional for no consideration, then the Company shall be deemed to have made a Stock Dividend in an amount of shares equal to the maximum number of shares issuable upon exercise of such rights to acquire shares of Common Stock) covered by such Warrant immediately after such . Any adjustment into the total amount payable upon exercise of such Warrant in full immediately prior to such adjustment. An adjustment made pursuant to under this paragraph 3(aSection 5(a) shall become effective immediately after at the effective close of business on the date the Stock Subdivision or Stock Combination becomes effective, or upon the making of such event retroactive to the record date for any such event. Such adjustment shall be made successively whenever any event listed in clauses (i) through (iv) of this paragraph 3(a) shall occurStock Dividend.

Stock Dividends, Subdivisions and Combinations. In case the Company shall at any time on or after the Warrant Commencement Date and on or before the Expiration Time: (i) pay a dividend in shares of Common Stock or make a distribution in shares of Common Stock or such other stock to holders of all its outstanding shares of Common Stock; (ii) subdivide, subdivide or reclassify or recapitalize the outstanding shares of Common Stock into a greater number of shares; (iii) combine, reclassify or recapitalize combine the outstanding shares of Common Stock into a smaller number of shares of Common Stock; or (iv) issue by reclassification of its shares of Common Stock into any other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation); then the number and kind of Warrant Shares purchasable upon exercise of each this Warrant outstanding immediately prior thereto shall be adjusted so that the Warrantholder shall be entitled to receive the kind and number of shares of Common Stock or other securities of the Company which the Warrantholder would have owned or have been entitled to receive after the happening of any of the events described above had such this Warrant been exercised in full immediately prior to the earlier of the happening of such event or any record date in respect thereto. In the event of any adjustment of the number of Warrant Shares purchasable upon the exercise of each then outstanding this Warrant pursuant to this paragraph Section 3(a), the Purchase Exercise Price shall be adjusted to be the amount resulting from dividing the number of shares of Common Stock (including fractional shares of Common Stock) covered by such Warrant immediately after such adjustment into the total amount payable upon exercise of such Warrant in full immediately prior to such adjustment. An adjustment made pursuant to this paragraph Section 3(a) shall become effective immediately after the effective date of such event retroactive to the record date for any such event. Such adjustment shall be made successively whenever any event listed in clauses (i) through (iv) of this paragraph 3(a) above shall occur.

Stock Dividends, Subdivisions and Combinations. In case the Company shall If at any time on or before while this Warrant is outstanding the Expiration TimeCompany shall: (i) pay declare a dividend in shares of Common Stock or make a distribution in shares of Common Stock or such other stock to holders of all Shares on its outstanding shares of Common Stock;Shares, (ii) subdivide, reclassify or recapitalize the subdivide its outstanding shares Common Shares into a larger number of Common Stock into a greater number of shares; Shares, or (iii) combine, reclassify or recapitalize the combine its outstanding shares of Common Stock Shares into a smaller number of shares Common Shares, then: (1) the number of Common Stock; or (iv) issue by reclassification of shares of Common Stock into any other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation); then the number and kind of Warrant Shares purchasable acquirable upon exercise of each this Warrant outstanding immediately prior thereto after the occurrence of any such event shall be adjusted so to equal the number of Common Shares which a record holder of the same number of Common Shares that would have been acquirable under this Warrant immediately prior to the Warrantholder shall record date for such dividend or distribution or the effective date of such subdivision or combination would own or be entitled to receive after such record date or the kind and number of shares of Common Stock or other securities of the Company which the Warrantholder would have owned or have been entitled to receive after the happening of any of the events described above had such Warrant been exercised in full immediately prior to the earlier of the happening effective date of such event subdivision or any record date in respect thereto. In combination, as applicable, and (2) the event of any adjustment of the number of Warrant Shares purchasable upon the exercise of each then outstanding Warrant pursuant to this paragraph 3(a), the Purchase Price shall be adjusted to be equal: (A) the amount resulting from dividing Current Warrant Price in effect at the time of the record date for such dividend or distribution or of the effective date of such subdivision or combination, multiplied by the number of shares Common Shares into which this Warrant is exercisable immediately prior to the adjustment, divided by (B) the number of Common Stock (including fractional shares of Common Stock) covered by such Shares into which this Warrant is exercisable immediately after such adjustment into the total amount payable upon exercise of such Warrant in full immediately prior to such adjustment. An Any adjustment made pursuant to clause (i) of this paragraph 3(ashall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution, and any adjustment pursuant to clauses (ii) or (iii) of this paragraph shall become effective immediately after the effective date of such event retroactive to the record date for any such event. Such adjustment shall be made successively whenever any event listed in clauses (i) through (iv) of this paragraph 3(a) shall occursubdivision or combination.

Stock Dividends, Subdivisions and Combinations. In case the Company shall at any time on or before from time to time after the Expiration Time: date hereof (iA) pay take a dividend in shares record of the holders of its Common Stock for the purpose of entitling them to receive a dividend, or make a distribution in shares of Common Stock or such other stock to holders of all its outstanding shares of Common Stock; (ii) subdivideany distribution, reclassify or recapitalize on the outstanding shares of Common Stock into a greater number in Additional Shares of shares; Common Stock, (iiiB) combinesubdivide the outstanding shares of Common Stock, reclassify or recapitalize (C) combine the outstanding shares of Common Stock into a smaller number of shares of Common Stock; or or (ivD) issue by reclassification of the shares of Common Stock into any other securities shares of capital stock of the Company Company, then (including any such reclassification in connection with a consolidation or merger in which i) the Company is the continuing corporation); then the number and kind of Warrant Shares purchasable upon exercise of each Warrant outstanding immediately prior thereto shall be adjusted so that the Warrantholder shall be entitled to receive the kind and number of shares of Common Stock or other securities for which this Warrant is exercisable 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 Company same number of shares of Common Stock for which this Warrant is exercisable immediately prior to the Warrantholder occurrence of such event would have owned own or have been be entitled to receive after the happening of any of such event, and (ii) the events described above had such Current Warrant been exercised in full immediately prior to the earlier of the happening of such event or any record date in respect thereto. In the event of any adjustment of the number of Warrant Shares purchasable upon the exercise of each then outstanding Warrant pursuant to this paragraph 3(a), the Purchase Price per share shall be adjusted to be equal (A) the amount resulting from dividing Current Warrant Price multiplied by the number of shares of Common Stock (including fractional shares of Common Stock) covered by such for which this Warrant immediately after such adjustment into the total amount payable upon exercise of such Warrant in full is exercisable immediately prior to the adjustment divided by (B) the number of shares for which this Warrant is exercisable immediately after such adjustment. An adjustment made pursuant to this paragraph 3(a) Section 4.1 shall become effective (x) in the case of any such dividend or distribution, immediately after the effective date close of such event retroactive to business on the record date for any the determination of holders of shares of Common Stock entitled to receive such event. Such adjustment shall be made successively whenever any event listed dividend or distribution, or (y) in clauses (i) through (iv) the case of this paragraph 3(a) shall occursuch subdivision, reclassification or combination, at the close of business on the day upon which such corporate action becomes effective.

Stock Dividends, Subdivisions and Combinations. In case the Company shall If at any time on or before while this Warrant is outstanding the Expiration TimeCompany shall: (i) pay declare a dividend in shares of Common Stock or make a distribution in shares of Common Stock or such other stock to holders of all Shares on its outstanding shares of Common Stock;Shares, (ii) subdivide, reclassify or recapitalize the subdivide its outstanding shares Common Shares into a larger number of Common Stock into a greater number of shares;Shares, or (iii) combine, reclassify or recapitalize the combine its outstanding shares of Common Stock Shares into a smaller number of shares Common Shares, then: (1) the number of Common Stock; or (iv) issue by reclassification of shares of Common Stock into any other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation); then the number and kind of Warrant Shares purchasable acquirable upon exercise of each this Warrant outstanding immediately prior thereto after the occurrence of any such event shall be adjusted so to equal the number of Common Shares which a record holder of the same number of Common Shares that would have been acquirable under this Warrant immediately prior to the Warrantholder shall record date for such dividend or distribution or the effective date of such subdivision or combination would own or be entitled to receive after such record date or the kind and number of shares of Common Stock or other securities of the Company which the Warrantholder would have owned or have been entitled to receive after the happening of any of the events described above had such Warrant been exercised in full immediately prior to the earlier of the happening effective date of such event subdivision or any record date in respect thereto. In combination, as applicable, and (2) the event of any adjustment of the number of Warrant Shares purchasable upon the exercise of each then outstanding Warrant pursuant to this paragraph 3(a), the Purchase Price shall be adjusted to be equal: (A) the amount resulting from dividing Current Warrant Price in effect at the time of the record date for such dividend or distribution or of the effective date of such subdivision or combination, multiplied by the number of shares Common Shares into which this Warrant is exercisable immediately prior to the adjustment, divided by (B) the number of Common Stock (including fractional shares of Common Stock) covered by such Shares into which this Warrant is exercisable immediately after such adjustment into the total amount payable upon exercise of such Warrant in full immediately prior to such adjustment. An Any adjustment made pursuant to clause (i) of this paragraph 3(ashall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution, and any adjustment pursuant to clauses (ii) or (iii) of this paragraph shall become effective immediately after the effective date of such event retroactive to the record date for any such event. Such adjustment shall be made successively whenever any event listed in clauses (i) through (iv) of this paragraph 3(a) shall occursubdivision or combination.

Stock Dividends, Subdivisions and Combinations. In case the Company shall If at any time on or before while this Warrant is outstanding the Expiration TimeCompany shall: (i) pay declare a dividend in shares of Common Stock or make a distribution in shares of Common Stock or such other stock to holders of all on its outstanding shares of Common Stock in shares of Common Stock;, (ii) subdivide, reclassify or recapitalize the subdivide its outstanding shares of Common Stock into a greater larger number of shares;shares of Common Stock, or (iii) combine, reclassify or recapitalize the combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock; or, then: (iv1) issue by reclassification of shares of Common Stock into any other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation); then the number and kind of Warrant Shares purchasable upon exercise of each Warrant outstanding immediately prior thereto shall be adjusted so that the Warrantholder shall be entitled to receive the kind and number of shares of Common Stock or other securities of the Company which the Warrantholder would have owned or have been entitled to receive after the happening of any of the events described above had such Warrant been exercised in full immediately prior to the earlier of the happening of such event or any record date in respect thereto. In the event of any adjustment of the number of Warrant Shares purchasable upon the exercise of each then outstanding Warrant pursuant to this paragraph 3(a), the Purchase Price shall be adjusted to be the amount resulting from dividing the number of shares of Common Stock (including fractional acquirable upon exercise of each then outstanding class of Warrant immediately after the occurrence of any such event shall be adjusted to equal the number of shares of Common StockStock which a record holder of the same number of shares of Common Stock that would have been acquirable under such class of Warrant immediately prior to the record date for such dividend or distribution or the effective date of such subdivision or combination would own or be entitled to receive after such record date or the effective date of such subdivision or combination, as applicable, and (2) covered the Current Warrant Price for each then outstanding class of Warrant shall be adjusted to equal: (A) the Current Warrant Price with respect to such class of Warrant in effect at the time of the record date for such dividend or distribution or of the effective date of such subdivision or combination, multiplied by the number of shares of Common Stock into which such class of Warrant is exercisable immediately prior to the adjustment, divided by (B) the number of shares of Common Stock into which such class of Warrant is exercisable immediately after such adjustment into the total amount payable upon exercise of such Warrant in full immediately prior to such adjustment. An Any adjustment made pursuant to clause (i) of this paragraph 3(ashall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution, and any adjustment pursuant to clauses (ii) or (iii) of this paragraph shall become effective immediately after the effective date of such event retroactive to the record date for any such event. Such adjustment shall be made successively whenever any event listed in clauses (i) through (iv) of this paragraph 3(a) shall occursubdivision or combination.

Stock Dividends, Subdivisions and Combinations. In case the Company shall (a) If at any time on or before the Expiration TimeCompany shall: (i) pay establish a record date for the determination of holders of record of its Common Stock for the purpose of entitling them to receive a dividend in shares of Common Stock payable in, or make a other distribution in shares of Common Stock or such other stock to holders of all its outstanding of, additional shares of Common Stock;, (ii) subdivide, split or reclassify or recapitalize the its outstanding shares of Common Stock into a greater larger number of shares;shares of Common Stock, or (iii) combine, combine or reclassify or recapitalize the its outstanding shares of Common Stock into a smaller number of shares of Common Stock; or , then (ivI) issue by reclassification the Warrant Shares for which this Warrant is exercisable immediately after the occurrence of shares of Common Stock into any other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation); then the number and kind of Warrant Shares purchasable upon exercise of each Warrant outstanding immediately prior thereto event shall be adjusted so to equal the number of Shares that a record holder of the Warrantholder shall same number of Shares for which this Warrant is exercisable immediately prior to the occurrence of such event would be entitled to receive after such event, and (II) the kind and number of shares of Common Stock or other securities of the Company which the Warrantholder would have owned or have been entitled to receive after the happening of any of the events described above had such Warrant been exercised in full immediately prior to the earlier of the happening of such event or any record date in respect thereto. In the event of any adjustment of the number of Warrant Shares purchasable upon the exercise of each then outstanding Warrant pursuant to this paragraph 3(a), the Purchase Exercise Price shall be adjusted to equal (x) the Exercise Price multiplied by the Warrant Shares for which this Warrant is exercisable immediately prior to the adjustment, divided by (y) the Warrant Shares for which this Warrant is exercisable immediately after such adjustment. (b) In case the Company fixes a record date for the issuance to holders of its Common Stock of rights, options, warrants or convertible or exchangeable securities generally entitling such holders to subscribe for or purchase shares of Common Stock at a price per share less than the Fair Market Value per share of Common Stock on such record date, or otherwise sells or issues shares of Common Stock at a price less than the Fair Market Value per share of Common Stock at the closing of such sale or issuance, the Exercise Price shall be adjusted immediately thereafter so that it shall equal the amount resulting from dividing price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which the numerator shall be the number of shares of Common Stock (including fractional outstanding on such record date plus the number of shares of Common Stock) covered by such Warrant immediately after such adjustment into Stock which the aggregate offering price of the total amount payable upon exercise number of shares of Common Stock so offered would purchase at the Fair Market Value per share, and of which the denominator shall be the number of shares of Common Stock outstanding on such Warrant in full immediately prior to such adjustment. An adjustment made pursuant to this paragraph 3(a) shall become effective immediately after the effective date of such event retroactive to the record date plus the number of additional shares of Common Stock offered for any such eventsubscription or purchase. Such adjustment shall be made successively on each date whenever such a record date is fixed and on each closing date of any event listed other issue or sale of shares of Common Stock that is subject to this Section 2.1. To the extent that any such rights, options, warrants or convertible or exchangeable securities are not so issued or expire unexercised, the Exercise Price then in clauses (i) through (iv) of this paragraph 3(a) effect shall occurbe readjusted to the Exercise Price which would then be in effect if such unissued or unexercised rights, options, warrants or convertible or exchangeable securities had not been issuable.

Stock Dividends, Subdivisions and Combinations. In case the Company shall If at any time on or before while this Warrant is outstanding the Expiration TimeCompany shall: (i) pay declare a dividend in shares of Common Stock or make a distribution in shares of Common Stock or such other stock to holders of all on its outstanding shares of Common Series B Preferred Stock in shares of Series B Preferred Stock;, (ii) subdivide, reclassify or recapitalize the subdivide its outstanding shares of Common Series B Preferred Stock into a greater larger number of shares;shares of Series B Preferred Stock, or (iii) combine, reclassify or recapitalize the combine its outstanding shares of Common Series B Preferred Stock into a smaller number of shares of Common Series B Preferred Stock; or, then: (iv1) issue by reclassification the number of shares of Common Series B Preferred Stock into any other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation); then the number and kind of Warrant Shares purchasable acquirable upon exercise of each this Warrant outstanding immediately prior thereto after the occurrence of any such event shall be adjusted so to equal the number of shares of Series B Preferred Stock which a record holder of the same number of shares of Series B Preferred Stock that would have been acquirable under this Warrant immediately prior to the Warrantholder shall record date for such dividend or distribution or the effective date of such subdivision or combination would own or be entitled to receive after such record date or the kind and number of shares of Common Stock or other securities of the Company which the Warrantholder would have owned or have been entitled to receive after the happening of any of the events described above had such Warrant been exercised in full immediately prior to the earlier of the happening effective date of such event subdivision or any record date in respect thereto. In combination, as applicable, and (2) the event of any adjustment of the number of Warrant Shares purchasable upon the exercise of each then outstanding Warrant pursuant to this paragraph 3(a), the Purchase Current Preferred Price shall be adjusted to be equal: (A) the amount resulting from dividing Current Preferred Price in effect at the time of the record date for such dividend or distribution or of the effective date of such subdivision or combination, multiplied by the number of shares of Common Series B Preferred Stock into which this Warrant is exercisable immediately prior to the adjustment, divided by (including fractional B) the number of shares of Common Stock) covered by such Series B Preferred Stock into which this Warrant is exercisable immediately after such adjustment into the total amount payable upon exercise of such Warrant in full immediately prior to such adjustment. An Any adjustment made pursuant to clause (i) of this paragraph 3(ashall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution, and any adjustment pursuant to clauses (ii) or (iii) of this paragraph shall become effective immediately after the effective date of such event retroactive to the record date for any such event. Such adjustment shall be made successively whenever any event listed in clauses (i) through (iv) of this paragraph 3(a) shall occursubdivision or combination.

Stock Dividends, Subdivisions and Combinations. In case the Company shall at any time on or before the Expiration Time: (i) pay a dividend in shares of Common Stock or other stock of the Company or make a distribution in shares of Common Stock or such other stock to holders of all its outstanding shares of Common Stock; (ii) subdivide, subdivide or reclassify or recapitalize the outstanding shares of Common Stock into a greater number of shares; (iii) combine, reclassify or recapitalize combine the outstanding shares of Common Stock into a smaller number of shares of Common Stock; Stock or (iv) issue by reclassification of its shares of Common Stock into any other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation); , then the number and kind of Warrant Shares purchasable upon exercise of each Warrant outstanding immediately prior thereto shall be adjusted so that the Warrantholder shall be entitled to receive the kind and number of shares of Common Stock or other securities of the Company which the Warrantholder would have owned or have been entitled to receive after the happening of any of the events described above had such Warrant been exercised in full immediately prior to the earlier of the happening of such event or any record date in respect thereto. In the event of any adjustment of the number of Warrant Shares purchasable upon the exercise of each then outstanding Warrant Warrants pursuant to this paragraph Paragraph 3(a), the Purchase Exercise Price shall be adjusted to be the amount resulting from dividing the number of shares of Common Stock (including fractional shares of Common Stock) covered by such Warrant immediately after such adjustment into the total amount payable upon exercise of such Warrant in full immediately prior to such adjustment. An adjustment made pursuant to this paragraph Paragraph 3(a) shall become effective immediately after the effective date of such event retroactive to the record date for any such event. Such adjustment shall be made successively whenever any event listed in clauses (i) through (iv) of this paragraph 3(a) above shall occur.

Stock Dividends, Subdivisions and Combinations. In case the Company shall If at any time on or before after the Expiration Timedate hereof the Company shall: (i) pay a dividend or makes a distribution on its Common Stock in shares of Common Stock or make a distribution in shares of Common Stock or such other stock to holders of all its outstanding shares of Common Stock; (ii) subdivide, reclassify or recapitalize the subdivide its outstanding shares of Common Stock into a greater number of shares; (iii) combine, reclassify or recapitalize the combine its outstanding shares of Common Stock into a smaller number of shares of Common Stockshares; or (iv) issue by reclassification of its Common Stock any shares of Common Stock into any other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation)its capital stock; then the number and kind of Warrant Shares purchasable upon exercise of each Warrant outstanding immediately prior thereto shall be adjusted so that the Warrantholder shall be entitled to receive the kind and number of shares of Common Stock or other securities of the Company which the Warrantholder would have owned or have been entitled to receive after the happening of any of the events described above had such Warrant been exercised in full immediately prior to the earlier of the happening of such event or any record date in respect thereto. In the event of any adjustment of the number of Warrant Shares purchasable upon the exercise of each then outstanding Warrant pursuant to this paragraph 3(a), the Purchase Exercise Price shall be adjusted to be equal the amount resulting from dividing product of the Exercise Price in effect immediately prior to such event multiplied by a fraction, the numerator of which is equal to the number of shares of Common Stock (including fractional outstanding immediately prior to the event and the denominator of which is equal to the number of shares of Common Stock) covered by such Warrant Stock outstanding immediately after such adjustment into event; provided, however, in no event shall the total amount payable upon exercise Exercise Price be less than the par value of such Warrant in full immediately prior to such adjustment. An adjustment made pursuant to this paragraph 3(a) shall become effective immediately after the effective date a share of such event retroactive to the record date for any such eventCommon Stock. Such adjustment shall be made successively whenever any event listed above shall occur. In addition, the number of shares for which this Warrant is exercisable shall be adjusted so that the Holder of this Warrant thereafter may exercise this Warrant for the same aggregate number and kind of shares of capital stock of the Company that such Holder would have owned immediately following such event if such Holder had exercised this Warrant immediately prior to such event. The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date of a subdivision, combination or reclassification. If, after an adjustment referred to in clauses (i) through (iv) above, the Holder upon exercise of this paragraph 3(a) Warrant may receive shares of two or more classes of capital stock of the Company, the Company shall occurdetermine the allocation of the Exercise Price between the classes of capital stock; provided, however, in no event shall the Exercise Price be less than the par value of the capital stock for which this Warrant is then exercisable. After such allocation, the exercise rights and the Exercise Price with respect to each class of capital stock shall thereafter be subject to adjustment on terms comparable to those applicable to Common Stock in this Section 4.

Stock Dividends, Subdivisions and Combinations. In case Without limiting any provision of Section ‎3, if the Company shall Company, at any time on or before after the Expiration Time: Issuance Date, (i) pay pays a stock dividend in on one or more classes of its then outstanding shares of Common Stock or make otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock or such other stock to holders of all its outstanding shares of Common Stock; , (ii) subdividesubdivides (by any stock split, reclassify stock dividend, recapitalization or recapitalize the otherwise) one or more classes of its then outstanding shares of Common Stock into a greater larger number of shares; shares or (iii) combinecombines (by combination, reclassify reverse stock split or recapitalize the otherwise) one or more classes of its then outstanding shares of Common Stock into a smaller number of shares shares, then in each such case (A) the Exercise Price shall be multiplied by a fraction of Common Stock; or (iv) issue by reclassification of shares of Common Stock into any other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation); then the number and kind of Warrant Shares purchasable upon exercise of each Warrant outstanding immediately prior thereto numerator shall be adjusted so that the Warrantholder shall be entitled to receive the kind and number of shares of Common Stock or other securities outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event and (B) the number of shares of Common Stock for which this Warrant is exercisable 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 Company same number of shares of Common Stock for which this Warrant is exercisable immediately prior to the Warrantholder occurrence of such event would have owned own or have been be entitled to receive after the happening of any of the events described above had such Warrant been exercised in full immediately prior to the earlier of the happening of such event or any record date in respect theretoevent. In the event of any adjustment of the number of Warrant Shares purchasable upon the exercise of each then outstanding Warrant pursuant to this paragraph 3(a), the Purchase Price shall be adjusted to be the amount resulting from dividing the number of shares of Common Stock (including fractional shares of Common Stock) covered by such Warrant immediately after such adjustment into the total amount payable upon exercise of such Warrant in full immediately prior to such adjustment. An Any adjustment made pursuant to clause (i) of this paragraph 3(ashall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date of such subdivision or combination. If any event retroactive requiring an adjustment under this paragraph occurs during the period that an Exercise Price is used in any calculation hereunder, then in such calculation such Exercise Price shall be adjusted appropriately to the record date for any reflect such event. Such adjustment shall be made successively whenever any event listed in clauses (i) through (iv) of this paragraph 3(a) shall occur.

Stock Dividends, Subdivisions and Combinations. In case the Company shall If at any time on or before while this Warrant is outstanding the Expiration TimeCompany shall: (i) pay i. declare a dividend in shares of Common Stock or make a distribution in shares of Common Stock or such other stock to holders of all on its outstanding shares of Common Stock in shares of Common Stock;, (ii) subdivide, reclassify or recapitalize the . subdivide its outstanding shares of Common Stock into a greater larger number of shares;shares of Common Stock, or (iii) combine, reclassify or recapitalize the . combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock; or, then: (iv1) issue by reclassification of shares of Common Stock into any other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation); then the number and kind of Warrant Shares purchasable upon exercise of each Warrant outstanding immediately prior thereto shall be adjusted so that the Warrantholder shall be entitled to receive the kind and number of shares of Common Stock or other securities of the Company which the Warrantholder would have owned or have been entitled to receive after the happening of any of the events described above had such Warrant been exercised in full immediately prior to the earlier of the happening of such event or any record date in respect thereto. In the event of any adjustment of the number of Warrant Shares purchasable upon the exercise of each then outstanding Warrant pursuant to this paragraph 3(a), the Purchase Price shall be adjusted to be the amount resulting from dividing the number of shares of Common Stock (including fractional acquirable upon exercise of this Warrant immediately after the occurrence of any such event shall be adjusted to equal the number of shares of Common StockStock that a record holder of the same number of shares of Common Stock that would have been acquirable under this Warrant immediately prior to the record date for such dividend or distribution or the effective date of such subdivision or combination would own or be entitled to receive after such record date or the effective date of such subdivision or combination, as applicable, and (2) covered the Warrant Price shall be adjusted to equal: (A) the Current Warrant Price in effect at the time of the record date for such dividend or distribution or of the effective date of such subdivision or combination, multiplied by such the number of shares of Common Stock into which this Warrant is exercisable immediately prior to the adjustment, DIVIDED BY (B) the number of shares of Common Stock into which this Warrant is exercisable immediately after such adjustment into the total amount payable upon exercise of such Warrant in full immediately prior to such adjustment. An Any adjustment made pursuant to clauses (i), (ii) or (iii) of this paragraph 3(a) shall become effective immediately after the effective date of such event retroactive to the record date for any such event. Such adjustment shall be made successively whenever any event listed in clauses (i) through (iv) of this paragraph 3(a) shall occurdividend, subdivision or combination.

Stock Dividends, Subdivisions and Combinations. In case the Company shall If at any time on or before while this Warrant is outstanding the Expiration TimeCompany shall: (i) pay declare a dividend in or make a distribution on its outstanding shares of Common Stock or make a distribution in shares of Common Stock or such other stock to holders of all its outstanding shares of Common Stock; (ii) subdivide, reclassify or recapitalize the subdivide its outstanding shares of Common Stock into a greater larger number of shares;shares of Common Stock; or (iii) combine, reclassify or recapitalize the combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock; or, then: (iv1) issue by reclassification of shares of Common Stock into any other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation); then the number and kind of Warrant Shares purchasable upon exercise of each Warrant outstanding immediately prior thereto shall be adjusted so that the Warrantholder shall be entitled to receive the kind and number of shares of Common Stock or other securities of the Company which the Warrantholder would have owned or have been entitled to receive after the happening of any of the events described above had such Warrant been exercised in full immediately prior to the earlier of the happening of such event or any record date in respect thereto. In the event of any adjustment of the number of Warrant Shares purchasable upon the exercise of each then outstanding Warrant pursuant to this paragraph 3(a), the Purchase Price shall be adjusted to be the amount resulting from dividing the number of shares of Common Stock (including fractional acquirable upon exercise of this Warrant immediately after the occurrence of any such event shall be adjusted to equal the number of shares of Common StockStock which a record holder of the same number of shares of Common Stock that would have been acquirable under this Warrant immediately prior to the record date for such dividend or distribution or the effective date of such subdivision or combination would own or be entitled to receive after such record date or the effective date of such subdivision or combination, as applicable, and (2) covered the Current Warrant Price shall be adjusted to equal: (A) the Current Warrant Price in effect at the time of the record date for such dividend or distribution or of the effective date of such subdivision or combination, multiplied by such the number of shares of Common Stock into which this Warrant is exercisable immediately prior to the adjustment, divided by (B) the number of shares of Common Stock into which this Warrant is exercisable immediately after such adjustment into the total amount payable upon exercise of such Warrant in full immediately prior to such adjustment. An Any adjustment made pursuant to subparagraph (i) of this paragraph 3(aSection 4(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution, and any adjustment pursuant to subparagraphs (ii) or (iii) of this Section 4(a) shall become effective immediately after the effective date of such event retroactive to the record date for any such event. Such adjustment shall be made successively whenever any event listed in clauses (i) through (iv) of this paragraph 3(a) shall occursubdivision or combination.

Stock Dividends, Subdivisions and Combinations. In case the Company shall at any time on or before the Expiration TimeDate: (i) pay a dividend in shares of Common Stock or other stock of the Company or make a distribution in shares of Common Stock or such other stock to holders of all its outstanding shares of Common Stock; (ii) subdivide, subdivide or reclassify or recapitalize the outstanding shares of Common Stock into a greater number of shares; (iii) combine, reclassify or recapitalize combine the outstanding shares of Common Stock into a smaller number of shares of Common Stock; or (iv) issue by reclassification of its shares of Common Stock into any other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation); , then the number and kind of Warrant Shares securities purchasable upon exercise of each this Warrant outstanding immediately prior thereto shall be adjusted so that the Warrantholder shall be entitled to receive the kind and number of shares of Common Stock or other securities of the Company which the Warrantholder would have owned or have been entitled to receive after the happening of any of the events described above had such this Warrant been exercised in full immediately prior to the earlier of the happening of such event or any record date in respect thereto. In the event of any adjustment of the number of Warrant Shares shares of Common Stock or other securities of the Company purchasable upon the exercise of each then outstanding this Warrant pursuant to this paragraph Paragraph 3(a), the Purchase Exercise Price shall be adjusted to be the amount resulting from dividing the number of shares of Common Stock (including fractional shares of Common Stock) covered by such this Warrant immediately after such adjustment into the total amount payable upon exercise of such this Warrant in full immediately prior to such adjustment. An adjustment made pursuant to this paragraph Paragraph 3(a) shall become effective immediately after the effective date of such event retroactive to the record date for any such event. Such adjustment shall be made successively whenever any event listed in clauses (i) through (iv) of this paragraph 3(a) above shall occur.

Stock Dividends, Subdivisions and Combinations. In case the Company shall If at any time on or before while this Warrant is outstanding the Expiration Time: (i) pay Company shall: declare a dividend in shares of Common Stock or make a distribution in shares of Common Stock or such other stock to holders of all on its outstanding shares of Common Stock in shares of Common Stock; (ii) subdivide, reclassify or recapitalize the subdivide its outstanding shares of Common Stock into a greater larger number of shares; (iii) combineshares of Common Stock, reclassify or recapitalize the combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock; or, then: (iv1) issue by reclassification of shares of Common Stock into any other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation); then the number and kind of Warrant Shares purchasable upon exercise of each Warrant outstanding immediately prior thereto shall be adjusted so that the Warrantholder shall be entitled to receive the kind and number of shares of Common Stock or other securities of the Company which the Warrantholder would have owned or have been entitled to receive after the happening of any of the events described above had such Warrant been exercised in full immediately prior to the earlier of the happening of such event or any record date in respect thereto. In the event of any adjustment of the number of Warrant Shares purchasable upon the exercise of each then outstanding Warrant pursuant to this paragraph 3(a), the Purchase Price shall be adjusted to be the amount resulting from dividing the number of shares of Common Stock (including fractional acquirable upon exercise of this Warrant immediately after the occurrence of any such event shall be adjusted to equal the number of shares of Common StockStock which a record holder of the same number of shares of Common Stock that would have been acquirable under this Warrant immediately prior to the record date for such dividend or distribution or the effective date of such subdivision or combination would own or be entitled to receive after such record date or the effective date of such subdivision or combination, as applicable, and (2) covered the Current Warrant Price shall be adjusted to equal: (A) the Current Warrant Price in effect at the time of the record date for such dividend or distribution or of the effective date of such subdivision or combination, multiplied by such the number of shares of Common Stock into which this Warrant is exercisable immediately prior to the adjustment, divided by (B) the number of shares of Common Stock into which this Warrant is exercisable immediately after such adjustment into the total amount payable upon exercise of such Warrant in full immediately prior to such adjustment. An Any adjustment made pursuant to clause (i) of this paragraph 3(ashall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution, and any adjustment pursuant to clauses (ii) or (iii) of this paragraph shall become effective immediately after the effective date of such event retroactive to the record date for any such event. Such adjustment shall be made successively whenever any event listed in clauses (i) through (iv) of this paragraph 3(a) shall occursubdivision or combination.

Stock Dividends, Subdivisions and Combinations. In case the Company shall at any time on or after the Warrant Exercise Commencement Date and on or before the Class A Warrant Expiration Time: (iA) pay a dividend in shares of Common Stock or make a distribution in shares of Common Stock or such other stock to holders of all its outstanding shares of Common Stock; (iiB) subdivide, subdivide or reclassify or recapitalize the outstanding shares of Common Stock into a greater number of shares; (iiiC) combine, reclassify or recapitalize combine the outstanding shares of Common Stock into a smaller number of shares of Common Stock; or (ivD) issue by reclassification of shares of Common Stock into any other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation); then the number and kind of Warrant Shares shares of Common Stock, but not the number and kind of Class B Warrants, purchasable upon exercise of each Class A Warrant outstanding immediately prior thereto shall be adjusted so that each Class A Warrant shall entitle the Warrantholder shall be entitled holder thereof to receive the kind and number of shares of Common Stock or other securities of the Company which the Warrantholder Class A Warrant would have owned or have been entitled the holder to receive after the happening of any of the events described above had such Class A Warrant been exercised in full immediately prior to the earlier of the happening of such event or any record date in respect thereto. In the event of any adjustment of the number of Warrant Shares shares of Common Stock purchasable upon the exercise of each then outstanding Class A Warrant pursuant to this paragraph 3(asubparagraph 9(a)(i), the Purchase Class A Warrant Exercise Price shall be adjusted to be the amount resulting from dividing the number of shares of Common Stock (including fractional shares of Common Stock) covered by such Class A Warrant immediately after such adjustment into the total amount payable upon exercise of such Class A Warrant in full immediately prior to such adjustment. An adjustment made pursuant to this paragraph 3(asubparagraph 9(a)(i) shall become effective immediately after the effective date of such event retroactive to the record date for any such event. Such adjustment shall be made successively whenever any event listed in clauses (i) through (iv) of this paragraph 3(a) above shall occur.

Stock Dividends, Subdivisions and Combinations. In case the Company shall If at any time on or before while this Warrant is outstanding the Expiration TimeCompany shall: (i) pay declare a dividend in shares of Common Stock or make a distribution in shares of Common Stock or such other stock to holders of all on its outstanding shares of Common Stock in shares of Common Stock;, (ii) subdivide, reclassify or recapitalize the subdivide its outstanding shares of Common Stock into a greater larger number of shares;shares of Common Stock, or (iii) combine, reclassify or recapitalize the combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock; or, then: (iv1) issue by reclassification of shares of Common Stock into any other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation); then the number and kind of Warrant Shares purchasable upon exercise of each Warrant outstanding immediately prior thereto shall be adjusted so that the Warrantholder shall be entitled to receive the kind and number of shares of Common Stock or other securities of the Company which the Warrantholder would have owned or have been entitled to receive after the happening of any of the events described above had such Warrant been exercised in full immediately prior to the earlier of the happening of such event or any record date in respect thereto. In the event of any adjustment of the number of Warrant Shares purchasable upon the exercise of each then outstanding Warrant pursuant to this paragraph 3(a), the Purchase Price shall be adjusted to be the amount resulting from dividing the number of shares of Common Stock (including fractional acquirable upon exercise of this Warrant immediately after the occurrence of any such event shall be adjusted to equal the number of shares of Common StockStock which a record holder of the same number of shares of Common Stock that would have been acquirable under this Warrant immediately prior to the record date for such dividend or distribution or the effective date of such subdivision or combination would own or be entitled to receive after such record date or the effective date of such subdivision or combination, as applicable, and (2) covered the Current Warrant Price shall be adjusted to equal: (A) the Current Warrant Price in effect at the time of the record date for such dividend or distribution or of the effective date of such subdivision or combination, multiplied by such the number of shares of Common Stock into which this Warrant is exercisable immediately prior to the adjustment, divided by (B) the number of shares of Common Stock into which this Warrant is exercisable immediately after such adjustment into the total amount payable upon exercise of such Warrant in full immediately prior to such adjustment. An Any adjustment made pursuant to clause (i) of this paragraph 3(ashall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution, and any adjustment pursuant to clauses (ii) or (iii) of this paragraph shall become effective immediately after the effective date of such event retroactive to the record date for any such event. Such adjustment shall be made successively whenever any event listed in clauses (i) through (iv) of this paragraph 3(a) shall occursubdivision or combination.

Stock Dividends, Subdivisions and Combinations. In case the Company shall If at any time on or before the Expiration TimeCompany: (ia) pay pays a dividend or other distribution on the class of the applicable Warrant Shares in shares of Common Stock any other class or make a distribution in shares series of Common Stock or such other stock to holders of all Capital Stock, (b) subdivides its outstanding shares of Common Stock;the class of the applicable Warrant Shares into a larger number of shares of the class of the applicable Warrant Shares, or (iic) subdivide, reclassify or recapitalize the combines its outstanding shares of Common Stock into a greater number the class of shares; (iii) combine, reclassify or recapitalize the outstanding shares of Common Stock applicable Warrant Shares into a smaller number of shares of Common Stock; or (iv) issue by reclassification of shares of Common Stock into any other securities the class of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation); applicable Warrant Shares, then the number and kind of Warrant Shares purchasable upon exercise of each this Warrant outstanding immediately prior thereto to the record date for such dividend or distribution or the effective date of such subdivision or combination shall be adjusted so that the Warrantholder Holder shall thereafter be entitled to receive upon exercise of this Warrant the kind and number of shares of Common Stock or other securities the class of the Company which applicable Warrant Shares that the Warrantholder Holder would have owned or have been entitled to receive immediately after the happening of any of the events described above such record date or effective date had such this Warrant been exercised in full immediately prior to such record date or effective date. Any adjustment made pursuant to this SECTION 4.1 shall become effective immediately after the earlier effective date of such event, but be retroactive to the record date, if any, for such event. If this Warrant is exercisable for Class A Preferred, no adjustment shall be made pursuant to this SECTION 4.1 if such adjustment is made pursuant to the terms of the happening of such event or any record date in respect theretoClass A Preferred. In the event of Upon any adjustment of the number of Warrant Shares purchasable upon the exercise of each then outstanding this Warrant pursuant to this paragraph 3(a)as herein provided, the Warrant Purchase Price per share shall be adjusted to be by multiplying the amount resulting from dividing the number of shares of Common Stock (including fractional shares of Common Stock) covered by such Warrant immediately after such adjustment into the total amount payable upon exercise of such Warrant in full Purchase Price immediately prior to such adjustment. An adjustment made pursuant to this paragraph 3(a) shall become effective immediately after by a fraction, the effective date numerator of such event retroactive to the record date for any such event. Such adjustment which shall be made successively whenever any event listed in clauses (i) through (iv) the number of Warrant Shares purchasable upon the exercise of this paragraph 3(a) Warrant immediately prior to such adjustment and the denominator of which shall occurbe the number of Warrant Shares so purchasable immediately thereafter.

Stock Dividends, Subdivisions and Combinations. In case the Company shall If at any time on or before the Expiration TimeCompany: (ia) pay pays a dividend or other distribution on the class of the applicable Warrant Shares in shares of Common Stock any other class or make a distribution in shares series of Common Stock or such other stock to holders of all Capital Stock, (b) subdivides its outstanding shares of Common Stock;the class of the applicable Warrant Shares into a larger number of shares of the class of the applicable Warrant Shares, or (iic) subdivide, reclassify or recapitalize the combines its outstanding shares of Common Stock into a greater number the class of shares; (iii) combine, reclassify or recapitalize the outstanding shares of Common Stock applicable Warrant Shares into a smaller number of shares of Common Stock; or (iv) issue by reclassification of shares of Common Stock into any other securities the class of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation); applicable Warrant Shares, then the number and kind of Warrant Shares purchasable upon exercise of each this Warrant outstanding immediately prior thereto to the record date for such dividend or distribution or the effective date of such subdivision or combination shall be adjusted so that the Warrantholder Holder shall thereafter be entitled to receive upon exercise of this Warrant the kind and number of shares of Common Stock or other securities the class of the Company which applicable Warrant Shares that the Warrantholder Holder would have owned or have been entitled to receive immediately after the happening of any of the events described above such record date or effective date had such this Warrant been exercised in full immediately prior to such record date or effective date. Any adjustment made pursuant to this SECTION 4.1 shall become effective immediately after the earlier effective date of such event, but be retroactive to the record date, if any, for such event. If this Warrant is exercisable for Class D Preferred, no adjustment shall be made pursuant to this SECTION 4.1 if such adjustment is made pursuant to the terms of the happening of such event or any record date in respect theretoClass D Preferred. In the event of Upon any adjustment of the number of Warrant Shares purchasable upon the exercise of each then outstanding this Warrant pursuant to this paragraph 3(a)as herein provided, the Warrant Purchase Price per share shall be adjusted to be by multiplying the amount resulting from dividing the number of shares of Common Stock (including fractional shares of Common Stock) covered by such Warrant immediately after such adjustment into the total amount payable upon exercise of such Warrant in full Purchase Price immediately prior to such adjustment. An adjustment made pursuant to this paragraph 3(a) shall become effective immediately after by a fraction, the effective date numerator of such event retroactive to the record date for any such event. Such adjustment which shall be made successively whenever any event listed in clauses (i) through (iv) the number of Warrant Shares purchasable upon the exercise of this paragraph 3(a) Warrant immediately prior to such adjustment and the denominator of which shall occurbe the number of Warrant Shares so purchasable immediately thereafter.

Stock Dividends, Subdivisions and Combinations. In So long as this Warrant shall be outstanding, the Exercise Price in effect at any time and the number and kind of securities purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time upon the happening of certain events as described herein, in case the Company shall at any time on or before the Expiration Time: (i) pay declare a dividend in shares of Common Stock or make a distribution in shares of Common Stock or such other stock to holders of all on its outstanding shares of Common Series A Preferred Stock in shares of Series A Preferred Stock; , (ii) subdivide, subdivide or reclassify or recapitalize the its outstanding shares of Common Series A Preferred Stock into a greater number of shares; shares or (iii) combine, combine or reclassify or recapitalize the its outstanding shares of Common Series A Preferred Stock into a smaller number of shares of Common Stock; or (iv) issue by reclassification of shares of Common Stock into any other securities shares, the Exercise Price in effect at the time of the Company (including any record date for such dividend or distribution, the sale of such securities or the effective date of such subdivision, combination or reclassification in connection with a consolidation or merger in which the Company is the continuing corporation); then the number and kind of Warrant Shares purchasable upon exercise of each Warrant outstanding immediately prior thereto shall be proportionately adjusted so that the Warrantholder shall be entitled to receive the kind and number as of shares of Common Stock or other securities of the Company which the Warrantholder would have owned or have been entitled to receive after the happening of any of the events described above had such Warrant been exercised in full immediately prior to the earlier of the happening of such event or any record date in respect thereto. In the event of any adjustment of the number of Warrant Shares purchasable upon the exercise of each then outstanding Warrant pursuant to this paragraph 3(a), the Purchase Price shall be adjusted to be the amount resulting from dividing the number of shares of Common Stock (including fractional shares of Common Stock) covered by such Warrant immediately after such adjustment into the total amount payable upon exercise of such Warrant in full immediately prior to such adjustment. An adjustment made pursuant to this paragraph 3(a) shall become effective immediately after the effective date of such event retroactive to by multiplying such Exercise Price by a fraction: (a) the record date for any numerator of which shall be the number of shares of Series A Preferred Stock outstanding immediately prior thereto, and (b) the denominator of which shall be the total number of shares of Series A Preferred Stock outstanding immediately following such event. For example, if the Company declares a 2-for-1 stock distribution and the Exercise Price immediately prior to such event was $ 1.00 per share, then the adjusted Exercise Price immediately after such event would be $.50 per share. Such adjustment shall be made successively whenever any event listed above shall occur. No adjustment in clauses (i) through (iv) the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least $0.01 in such price; provided, however, that any adjustments which by reason of this paragraph 3(a) are not required to be made shall occurbe carried forward and taken into account in any subsequent adjustment required to be made hereunder. All calculations under this Section 3.1 shall be made to the nearest cent or to the nearest Warrant Share, as the case may be. In the event that at any time, as a result of an adjustment made pursuant to this Section 3.1, the Holder of this Warrant thereafter shall become entitled to receive any securities of the Company, other than Series A Preferred Stock, thereafter the number of such other securities so receivable upon exercise of this Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Series A Preferred Stock contained in this Section 3.1.

Stock Dividends, Subdivisions and Combinations. In case the Company shall If at any time on or before while this Warrant is outstanding the Expiration TimeCompany shall: (ia) pay declare a dividend in shares of Common Stock or make a distribution in shares of Common Stock or such other stock to holders of all on its outstanding shares of Common Stock in shares of Common Stock;, (iib) subdivide, reclassify or recapitalize the subdivide its outstanding shares of Common Stock into a greater larger number of shares;shares of Common Stock, or (iiic) combine, reclassify or recapitalize the combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock; or, then: (ivi) issue by reclassification of shares of Common Stock into any other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation); then the number and kind of Warrant Shares purchasable upon exercise of each Warrant outstanding immediately prior thereto shall be adjusted so that the Warrantholder shall be entitled to receive the kind and number of shares of Common Stock or other securities of the Company which the Warrantholder would have owned or have been entitled to receive after the happening of any of the events described above had such Warrant been exercised in full immediately prior to the earlier of the happening of such event or any record date in respect thereto. In the event of any adjustment of the number of Warrant Shares purchasable upon the exercise of each then outstanding Warrant pursuant to this paragraph 3(a), the Purchase Price shall be adjusted to be the amount resulting from dividing the number of shares of Common Stock (including fractional acquirable upon exercise of this Warrant immediately after the occurrence of any such event shall be adjusted to equal the number of shares of Common StockStock which a record holder of the same number of shares of Common Stock that would have been acquirable under this Warrant immediately prior to the record date for such dividend or distribution or the effective date of such subdivision or combination would own or be entitled to receive after such record date or the effective date of such subdivision or combination, as applicable, and (ii) covered the Current Warrant Price shall be adjusted to equal: (A) the Current Warrant Price in effect at the time of the record date for such dividend or distribution or of the effective date of such subdivision or combination, multiplied by such the number of shares of Common Stock into which this Warrant is exercisable immediately prior to the adjustment, divided by (B) the number of shares of Common Stock into which this Warrant is exercisable immediately after such adjustment into the total amount payable upon exercise of such Warrant in full immediately prior to such adjustment. An Any adjustment made pursuant to clause (a) of this paragraph 3(ashall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution, and any adjustment pursuant to clauses (b) or (c) of this paragraph shall become effective immediately after the effective date of such event retroactive to the record date for any such event. Such adjustment shall be made successively whenever any event listed in clauses (i) through (iv) of this paragraph 3(a) shall occursubdivision or combination.

Stock Dividends, Subdivisions and Combinations. In case the Company shall at any time on or after the Warrant Exercise Commencement Date and on or before the Class B Warrant Expiration Time: (iA) pay a dividend in shares of Common Stock or make a distribution in shares of Common Stock or such other stock to holders of all its outstanding shares of Common Stock; (iiB) subdivide, subdivide or reclassify or recapitalize the outstanding shares of Common Stock into a greater number of shares; (iiiC) combine, reclassify or recapitalize combine the outstanding shares of Common Stock into a smaller number of shares of Common Stock; or (ivD) issue by reclassification of shares of Common Stock into any other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation); then the number and kind of Warrant Shares shares of Common Stock purchasable upon exercise of each Class B Warrant outstanding immediately prior thereto shall be adjusted so that the Warrantholder each Class B Warrant shall be entitled entitle its holder to receive the kind and number of shares of Common Stock or other securities of the Company which the Warrantholder Class B Warrant would have owned or have been entitled the holder thereof to receive after the happening of any of the events described above had such Class B Warrant been exercised in full immediately prior to the earlier of the happening of such event or any record date in respect thereto. In the event of any adjustment of the number of Warrant Shares shares of Common Stock purchasable upon the exercise of each then outstanding Class B Warrant pursuant to this paragraph 3(asubparagraph 9(b)(i), the Purchase Class B Warrant Exercise Price shall be adjusted to be the amount resulting from dividing the number of shares of Common Stock (including fractional shares of Common Stock) covered by such Class B Warrant immediately after such adjustment into the total amount payable upon exercise of such Class B Warrant in full immediately prior to such adjustment. An adjustment made pursuant to this paragraph 3(asubparagraph 9(b)(i) shall become effective immediately after the effective date of such event retroactive to the record date for any such event. Such adjustment shall be made successively whenever any event listed in clauses (i) through (iv) of this paragraph 3(a) above shall occur.

Stock Dividends, Subdivisions and Combinations. In case the Company shall If at any time on or before the Expiration TimeCompany shall: (ia) pay a dividend in shares of on its Common Stock in, or make a distribution in shares of on its Common Stock that is paid or such other stock to holders of all its outstanding shares made in, Additional Shares of Common Stock; (iib) subdivide, reclassify or recapitalize the subdivide its outstanding shares of Common Stock into a greater number of shares;shares of Common Stock; or (iiic) combine, reclassify or recapitalize the combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock; orshares; (ivi) issue by reclassification of shares of Common Stock into any other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation); then the number and kind of Warrant Shares purchasable upon exercise of each Warrant outstanding immediately prior thereto shall be adjusted so that the Warrantholder shall be entitled to receive the kind and number of shares of Common Stock or other securities for which this Warrant is exercisable 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 Company same number of shares of Common Stock for which this Warrant is exercisable immediately prior to the Warrantholder occurrence of such event would have owned own or have been be entitled to receive after the happening of any of such event, and (ii) the events described above had such Current Warrant been exercised in full immediately prior to the earlier of the happening of such event or any record date in respect thereto. In the event of any adjustment of the number of Warrant Shares purchasable upon the exercise of each then outstanding Warrant pursuant to this paragraph 3(a), the Purchase Price shall be adjusted to be equal (A) the amount resulting from dividing Current Warrant Price multiplied by the number of shares of Common Stock (including fractional shares of Common Stock) covered by such for which this Warrant immediately after such adjustment into the total amount payable upon exercise of such Warrant in full is exercisable immediately prior to the adjustment divided by (B) the number of shares for which this Warrant is exercisable immediately after such adjustment. An adjustment made pursuant to this paragraph 3(a) Section 4.1 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 such event retroactive to the record date for any such eventa subdivision or combination. Such The adjustment shall be made successively whenever any event listed such distribution is made and shall become effective immediately after the record date for the determination of stockholders entitled to receive the distribution. In computing adjustments under this Section 4.1, fractional interests in clauses (i) through (iv) Common Stock shall be taken into account to the nearest 1/10th of this paragraph 3(a) shall occura share.

Stock Dividends, Subdivisions and Combinations. In case Except as otherwise provided in Section 6.01(b), if the Company shall at any time on or before the Expiration Time: (i) pay pays a dividend or makes a distribution on its Common Stock in shares of Common Stock or make a distribution in shares of Common Stock or such other stock to holders of all its outstanding shares of Common Stock; , (ii) subdivide, reclassify or recapitalize the subdivides its outstanding shares of Common Stock into a greater number of shares; , or (iii) combine, reclassify or recapitalize the combines its outstanding shares of Common Stock into a smaller number of shares of Common Stock; or shares, then (ivx) issue by reclassification of shares of Common Stock into any other securities of (A) the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation); then the number and kind of Warrant Shares purchasable upon exercise of each Warrant outstanding immediately prior thereto shall be adjusted so that the Warrantholder shall be entitled to receive the kind and number of shares of Common Stock or other securities for which a Series A Warrant is exercisable immediately after the occurrence of any such event shall be adjusted to equal the number of shares of Common Stock that a record holder of the Company same number of shares of Common Stock for which a Series A Warrant is exercisable immediately prior to the Warrantholder occurrence of such event would have owned own or have been be entitled to receive after the happening of any of the events described above had such Warrant been exercised in full immediately prior to the earlier of the happening of such event or any record date in respect thereto. In and (B) the event of any adjustment of the number of Warrant Shares purchasable upon the exercise of each then outstanding Warrant pursuant to this paragraph 3(a), the Purchase Series A Exercise Price shall be adjusted to be equal (I) the amount resulting from dividing Series A Exercise Price in effect prior to such adjustment multiplied by the number of shares of Common Stock for which a Series A Warrant is exercisable prior to the adjustment, divided by (including fractional II) the number of shares of Common Stock) covered by such for which a Series A Warrant is exercisable immediately after such adjustment into and (y) (A) the total amount payable upon exercise number of shares of Common Stock for which a Series B Warrant is exercisable immediately after the occurrence of any such event shall be adjusted to equal the number of shares of Common Stock that a record holder of the same number of shares of Common Stock for which a Series B Warrant in full is exercisable immediately prior to the occurrence of such event would own or be entitled to receive after the happening of such event and (B) the Series B Exercise Price shall be adjusted to equal (I) the Series B Exercise Price in effect prior to such adjustment multiplied by the number of shares of Common Stock for which a Series B Warrant is exercisable prior to the adjustment, divided by (II) the number of shares for which a Series B Warrant is exercisable immediately after such adjustment. An The adjustment made pursuant to under this paragraph 3(aSection 6.01(a) shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of such event retroactive to the record date for any such event. Such adjustment shall be made successively whenever any event listed in clauses (i) through (iv) of this paragraph 3(a) shall occura subdivision or combination.

Stock Dividends, Subdivisions and Combinations. In case the Company shall at any time on or before the Expiration Time: hereafter (iA) pay a dividend in shares of Common Stock or make a distribution in shares of Common Stock or such other stock to holders of all Stock, (B) reclassify by subdivision its outstanding shares of Common Stock; (ii) subdivide, reclassify or recapitalize the outstanding shares of Common Stock into a greater number of shares; shares or (iiiC) combine, reclassify or recapitalize the by combination its outstanding shares of Common Stock into a smaller number of shares of Common Stock; or shares, (ivi) issue by reclassification of shares of Common Stock into any other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation); then the number and kind of Warrant Shares purchasable upon exercise of each Warrant outstanding immediately prior thereto shall be adjusted so that the Warrantholder Holder of any Warrant Certificate thereafter exercised shall be entitled to receive the kind and number of shares of Common Stock or other securities of the Company Warrant Shares which the Warrantholder such Holder would have owned or have been entitled to receive after the happening of any of the events described above immediately following such action had such Warrant been exercised in full immediately prior thereto, and (ii) the Exercise Price shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, the earlier numerator of the happening of such event or any record date in respect thereto. In the event of any adjustment of which shall be the number of Warrant Shares purchasable upon the exercise of each then outstanding Warrant pursuant to this paragraph 3(a), the Purchase Price shall be adjusted to be the amount resulting from dividing the number of shares of Common Stock (including fractional shares of Common Stock) covered by such Warrant immediately after such adjustment into the total amount payable upon exercise of such Warrant in full immediately prior to such adjustment, and the denominator of which shall be the number of Warrant Shares purchasable immediately thereafter. An adjustment made pursuant to this paragraph 3(aSection 5.1(a) shall become effective immediately after the record date, in the case of a dividend, and shall become effective date immediately after the effective date, in the case of a subdivision, combination or reclassification. If, as a result of an adjustment made pursuant to this Section 5.1(a), the Holder of any Warrant Certificate thereafter exercised shall become entitled to receive shares of two or more classes of capital stock of the Company, the Board of Directors of the Company shall determine, in its reasonable discretion, the allocation of the adjusted Exercise Price between or among shares of such event retroactive to the record date for any such event. Such adjustment shall be made successively whenever any event listed in clauses (i) through (iv) classes of this paragraph 3(a) shall occurcapital stock.

Stock Dividends, Subdivisions and Combinations. In case the Company shall If at any time on or before while this Warrant is outstanding the Expiration TimeCompany shall: (i) pay declare a dividend in shares of Common Stock or make a distribution in shares on all of Common Stock or such other stock to holders of all its outstanding shares of Common Stock in shares of Common Stock;, (ii) subdivide, reclassify or recapitalize the subdivide all of its outstanding shares of Common Stock into a greater larger number of shares;shares of Common Stock, or (iii) combine, reclassify or recapitalize the combine all of its outstanding shares of Common Stock into a smaller number of shares of Common Stock; or, then: (iv1) issue by reclassification of shares of Common Stock into any other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation); then the number and kind of Warrant Shares purchasable upon exercise of each Warrant outstanding immediately prior thereto shall be adjusted so that the Warrantholder shall be entitled to receive the kind and number of shares of Common Stock or other securities of the Company which the Warrantholder would have owned or have been entitled to receive after the happening of any of the events described above had such Warrant been exercised in full immediately prior to the earlier of the happening of such event or any record date in respect thereto. In the event of any adjustment of the number of Warrant Shares purchasable upon the exercise of each then outstanding Warrant pursuant to this paragraph 3(a), the Purchase Price shall be adjusted to be the amount resulting from dividing the number of shares of Common Stock (including fractional acquirable upon exercise of this Warrant immediately after the occurrence of any such event shall be adjusted to equal the number of shares of Common StockStock which a record holder of the same number of shares of Common Stock that would have been acquirable under this Warrant immediately prior to the record date for such dividend or distribution or the effective date of such subdivision or combination would own or be entitled to receive after such record date or the effective date of such subdivision or combination, as applicable, and (2) covered the Current Warrant Price shall be adjusted to equal: (A) the Current Warrant Price in effect at the time of the record date for such dividend or distribution or of the effective date of such subdivision or combination, multiplied by such the number of shares of Common Stock into which this Warrant is exercisable immediately prior to the adjustment, divided by (B) the number of shares of Common Stock into which this Warrant is exercisable immediately after such adjustment into the total amount payable upon exercise of such Warrant in full immediately prior to such adjustment. An Any adjustment made pursuant to clause (i) of this paragraph 3(ashall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution, and any adjustment pursuant to clauses (ii) or (iii) of this paragraph shall become effective immediately after the effective date of such event retroactive to the record date for any such event. Such adjustment shall be made successively whenever any event listed in clauses (i) through (iv) of this paragraph 3(a) shall occursubdivision or combination.

Stock Dividends, Subdivisions and Combinations. In case the Company shall If at any time on or before while this Warrant is outstanding the Expiration TimeCompany shall: (i) pay declare a dividend in or make a distribution on its outstanding shares of Common Stock or make a distribution in shares of Common Stock or such other stock to holders of all its outstanding shares of Common Stock; (ii) subdivide, reclassify or recapitalize the subdivide its outstanding shares of Common Stock into a greater larger number of shares;shares of Common Stock; or (iii) combine, reclassify or recapitalize the combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock; or, then: (iv1) issue by reclassification of shares of Common Stock into any other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation); then the number and kind of Warrant Shares purchasable upon exercise of each Warrant outstanding immediately prior thereto shall be adjusted so that the Warrantholder shall be entitled to receive the kind and number of shares of Common Stock or other securities of the Company which the Warrantholder would have owned or have been entitled to receive after the happening of any of the events described above had such Warrant been exercised in full immediately prior to the earlier of the happening of such event or any record date in respect thereto. In the event of any adjustment of the number of Warrant Shares purchasable upon the exercise of each then outstanding Warrant pursuant to this paragraph 3(a), the Purchase Price shall be adjusted to be the amount resulting from dividing the number of shares of Common Stock (including fractional acquirable upon exercise of this Warrant immediately after the occurrence of any such event shall be adjusted to equal the number of shares of Common StockStock which a record holder of the same number of shares of Common Stock that would have been acquirable under this Warrant immediately prior to the record date for such dividend or distribution or the effective date of such subdivision or combination would own or be entitled to receive after such record date or the effective date of such subdivision or combination, as applicable, and (2) covered the Current Warrant Price shall be adjusted to equal: (A) the Current Warrant Price in effect at the time of the record date for such dividend or distribution or of the effective date of such subdivision or combination, multiplied by such the number of shares of Common Stock into which this Warrant is exercisable immediately prior to the adjustment, divided by (B) the number of shares of Common Stock into which this Warrant is exercisable immediately after such adjustment into the total amount payable upon exercise of such Warrant in full immediately prior to such adjustment. An 1111219 v2/HN Any adjustment made pursuant to clause (i) of this paragraph 3(aSection 4(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution, and any adjustment pursuant to clauses (ii) or (iii) of this Section 4(a) shall become effective immediately after the effective date of such event retroactive to the record date for any such event. Such adjustment shall be made successively whenever any event listed in clauses (i) through (iv) of this paragraph 3(a) shall occursubdivision or combination.

Stock Dividends, Subdivisions and Combinations. In case the Company shall If at any time on or before while this Warrant is outstanding the Expiration TimeCompany shall: (i) pay declare a dividend in shares of Common Stock or make a distribution in shares of Common Stock or such other stock to holders of all on its outstanding shares of Common Stock in shares of Common Stock;, (ii) subdivide, reclassify or recapitalize the subdivide its outstanding shares of Common Stock into a greater larger number of shares;shares of Common Stock, or (iii) combine, reclassify or recapitalize the combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock; or, then: (iv1) issue by reclassification of shares of Common Stock into any other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation); then the number and kind of Warrant Shares purchasable upon exercise of each Warrant outstanding immediately prior thereto shall be adjusted so that the Warrantholder shall be entitled to receive the kind and number of shares of Common Stock or other securities of the Company which the Warrantholder would have owned or have been entitled to receive after the happening of any of the events described above had such Warrant been exercised in full immediately prior to the earlier of the happening of such event or any record date in respect thereto. In the event of any adjustment of the number of Warrant Shares purchasable upon the exercise of each then outstanding Warrant pursuant to this paragraph 3(a), the Purchase Price shall be adjusted to be the amount resulting from dividing the number of shares of Common Stock acquirable upon exercise of this Warrant immediately after the occurrence of any such event shall be adjusted to an amount equal to the product of (including fractional A) the then-current total number of shares of Common StockStock issuable pursuant to Warrant multiplied by (B) covered by such Warrant a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately after such adjustment into event and the total amount payable upon exercise denominator of which shall be the number of shares of Common Stock outstanding immediately before such Warrant in full immediately prior to such adjustmentevent. An Any adjustment made pursuant to this Section 4.1 shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision or combination, and (2) the Current Warrant Price shall be adjusted to equal: (A) the Current Warrant Price in effect at the time of the record date for such dividend or distribution or of the effective date of such subdivision or combination, multiplied by the number of shares of Common Stock into which this Warrant is exercisable immediately prior to the adjustment, divided by (B) the number of shares of Common Stock into which this Warrant is exercisable immediately after such adjustment. Any adjustment made pursuant to clause (i) of this paragraph 3(ashall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution, and any adjustment pursuant to clauses (ii) or (iii) of this paragraph shall become effective immediately after the effective date of such event retroactive to the record date for any such event. Such adjustment shall be made successively whenever any event listed in clauses (i) through (iv) of this paragraph 3(a) shall occursubdivision or combination.

Stock Dividends, Subdivisions and Combinations. In case Except as otherwise provided in Section 6.01(b), if the Company shall at any time on or before the Expiration Time: (i) pay pays a dividend or makes a distribution on its Common Stock in shares of Common Stock or make a distribution in shares of Common Stock or such other stock to holders of all its outstanding shares of Common Stock; , (ii) subdivide, reclassify or recapitalize the subdivides its outstanding shares of Common Stock into a greater number of shares; , or (iii) combine, reclassify or recapitalize the combines its outstanding shares of Common Stock into a smaller number of shares of Common Stock; or shares, then (ivx) issue by reclassification of shares of Common Stock into any other securities of (A) the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation); then the number and kind of Warrant Shares purchasable upon exercise of each Warrant outstanding immediately prior thereto shall be adjusted so that the Warrantholder shall be entitled to receive the kind and number of shares of Common Stock or other securities for which a Series A Warrant is exercisable immediately after the occurrence of any such event shall be adjusted to equal the number of shares of Common Stock that a record holder of the Company same number of shares of Common Stock for which a Series A Warrant is exercisable immediately prior to the Warrantholder occurrence of such event would have owned own or have been be entitled to receive after the happening of any of the events described above had such Warrant been exercised in full immediately prior to the earlier of the happening of such event or any record date in respect thereto. In and (B) the event of any adjustment of the number of Warrant Shares purchasable upon the exercise of each then outstanding Warrant pursuant to this paragraph 3(a), the Purchase Series A Exercise Price shall be adjusted to be equal (I) the amount resulting from dividing Series A Exercise Price in effect prior to such adjustment multiplied by the number of shares of Common Stock for which a Series A Warrant is exercisable prior to the adjustment, divided by (including fractional II) the number of shares of Common Stock) covered by such for which a Series A Warrant is exercisable immediately after such adjustment into and (y) (A) the total amount payable upon exercise number of shares of Common Stock for which a Series B Warrant is exercisable immediately after the occurrence of any such event shall be adjusted to equal the number of shares of Common Stock that a record holder of the same number of shares of Common Stock for which a Series B Warrant in full is exercisable immediately prior to the occurrence of such event would own or be entitled to receive after the happening of such event and (B) the Series B Exercise Price shall be adjusted to equal (I) the Series B Exercise Price in effect prior to such adjustment multiplied by the number of shares of Common Stock for which a Series B Warrant is exercisable prior to the adjustment, divided by (II) the number of shares for which a Series B Warrant is exercisable immediately after such adjustment. An The adjustment made pursuant to under this paragraph 3(aSection 6.01(a) shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of such event retroactive to the record date for any such event. Such adjustment shall be made successively whenever any event listed in clauses (i) through (iv) of this paragraph 3(a) shall occura subdivision or combination.

Stock Dividends, Subdivisions and Combinations. In case the Company shall If at any time on or before the Expiration TimeCompany: (ia) pay pays a dividend or other distribution on the class of the applicable Warrant Shares in shares of Common Stock any other class or make a distribution in shares series of Common Stock or such other stock to holders of all Capital Stock, (b) subdivides its outstanding shares of Common Stock;the class of the applicable Warrant Shares into a larger number of shares of the class of the applicable Warrant Shares, or (iic) subdivide, reclassify or recapitalize the combines its outstanding shares of Common Stock into a greater number the class of shares; (iii) combine, reclassify or recapitalize the outstanding shares of Common Stock applicable Warrant Shares into a smaller number of shares of Common Stock; or (iv) issue by reclassification of shares of Common Stock into any other securities the class of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation); applicable Warrant Shares,then the number and kind of Warrant Shares purchasable upon exercise of each this Warrant outstanding immediately prior thereto to the record date for such dividend or distribution or the effective date of such subdivision or combination shall be adjusted so that the Warrantholder Holder shall thereafter be entitled to receive upon exercise of this Warrant the kind and number of shares of Common Stock or other securities the class of the Company which applicable Warrant Shares that the Warrantholder Holder would have owned or have been entitled to receive immediately after the happening of any of the events described above such record date or effective date had such this Warrant been exercised in full immediately prior to such record date or effective date. Any adjustment made pursuant to this SECTION 4.1 shall become effective immediately after the earlier effective date of such event, but be retroactive to the record date, if any, for such event. If this Warrant is exercisable for Class E Preferred, no adjustment shall be made pursuant to this SECTION 4.1 if such adjustment is made pursuant to the terms of the happening of such event or any record date in respect theretoClass E Preferred. In the event of Upon any adjustment of the number of Warrant Shares purchasable upon the exercise of each then outstanding this Warrant pursuant to this paragraph 3(a)as herein provided, the Warrant Purchase Price per share shall be adjusted to be by multiplying the amount resulting from dividing the number of shares of Common Stock (including fractional shares of Common Stock) covered by such Warrant immediately after such adjustment into the total amount payable upon exercise of such Warrant in full Purchase Price immediately prior to such adjustment. An adjustment made pursuant to this paragraph 3(a) shall become effective immediately after by a fraction, the effective date numerator of such event retroactive to the record date for any such event. Such adjustment which shall be made successively whenever any event listed in clauses (i) through (iv) the number of Warrant Shares purchasable upon the exercise of this paragraph 3(a) Warrant immediately prior to such adjustment and the denominator of which shall occurbe the number of Warrant Shares so purchasable immediately thereafter.

Stock Dividends, Subdivisions and Combinations. In case the Company shall (a) If at any time on or before during the period from the Closing Date to the Expiration TimeDate the Company shall: (i) pay i. take a record of the holders of its Common Shares for the purpose of entitling them to receive a dividend in shares payable in, or other distribution of, additional Common Shares, ii. subdivide or split its outstanding Common Shares into a larger number of Common Stock Shares, or iii. combine or make a distribution in shares of Common Stock or such other stock to holders of all consolidate its outstanding shares of Common Stock; (ii) subdivide, reclassify or recapitalize the outstanding shares of Common Stock into a greater number of shares; (iii) combine, reclassify or recapitalize the outstanding shares of Common Stock Shares into a smaller number of shares Common Shares, then: (1) the number of Common Stock; or (iv) issue by reclassification of shares of Common Stock into any other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation); then the number and kind of Warrant Shares purchasable acquirable upon exercise of each this Warrant outstanding immediately prior thereto after the occurrence of any such event shall be adjusted so that to equal the Warrantholder shall be entitled to receive the kind and number of shares Common Shares which a record holder of the same number of Common Stock or other securities of the Company which the Warrantholder Shares that would have owned been acquirable under this Warrant immediately prior to the occurrence of such event would own or have been be entitled to receive after the happening of any of such event, and (2) the events described above had such Current Warrant been exercised in full immediately prior to the earlier of the happening of such event or any record date in respect thereto. In the event of any adjustment of the number of Warrant Shares purchasable upon the exercise of each then outstanding Warrant pursuant to this paragraph 3(a), the Purchase Price shall be adjusted to be equal: (A) the amount resulting from dividing Current Warrant Price in effect immediately prior to the occurrence of such event multiplied by the number of shares Common Shares into which [US Placement Agent Warrant] this Warrant is exercisable immediately prior to the adjustment, divided by (B) the number of Common Stock (including fractional shares of Common Stock) covered by such Shares into which this Warrant is exercisable immediately after such adjustment into the total amount payable upon exercise of such Warrant in full immediately prior to such adjustment. An . (b) Any adjustment made pursuant to this paragraph 3(aSection 4.1(a)(i) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution, and any adjustment pursuant to Sections 4.1(a)(ii) or (iii) shall become effective immediately after the effective date of such event retroactive to the record date for any such event. Such adjustment shall be made successively whenever any event listed in clauses (i) through (iv) of this paragraph 3(a) shall occursubdivision or combination.

Stock Dividends, Subdivisions and Combinations. In case the Company shall If at any time on or before while this Warrant is outstanding the Expiration TimeCompany shall: (i) pay declare a dividend in shares of Common Stock or make a distribution in shares of Common Stock or such other stock to holders of all on its outstanding shares of Common Stock in shares of Common Stock;, (ii) subdivide, reclassify or recapitalize the subdivide its outstanding shares of Common Stock into a greater larger number of shares;shares of Common Stock, or (iii) combine, reclassify or recapitalize the combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock; or, then: (iv1) issue by reclassification of shares of Common Stock into any other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation); then the number and kind of Warrant Shares purchasable upon exercise of each Warrant outstanding immediately prior thereto shall be adjusted so that the Warrantholder shall be entitled to receive the kind and number of shares of Common Stock or other securities of the Company which the Warrantholder would have owned or have been entitled to receive after the happening of any of the events described above had such Warrant been exercised in full immediately prior to the earlier of the happening of such event or any record date in respect thereto. In the event of any adjustment of the number of Warrant Shares purchasable upon the exercise of each then outstanding Warrant pursuant to this paragraph 3(a), the Purchase Price shall be adjusted to be the amount resulting from dividing the number of shares of Common Stock (including fractional acquirable upon exercise of this Warrant immediately after the occurrence of any such event shall be adjusted to equal the number of shares of Common StockStock which a record holder of the same number of shares of Common Stock that would have been acquirable under this Warrant immediately prior to the record date for such dividend or distribution or the effective date of such subdivision or combination would own or be entitled to receive after such record date or the effective date of such subdivision or combination, as applicable, provided that if such adjustment would result in a fractional share being acquirable pursuant hereto (but for Section 2.2), then the number of shares acquirable pursuant hereto as so adjusted shall be rounded up to the nearest whole number of shares, and (2) covered the Current Warrant Price shall be adjusted to equal: (A) the Current Warrant Price in effect at the time of the record date for such dividend or distribution or of the effective date of such subdivision or combination, multiplied by such the number of shares of Common Stock into which this Warrant is exercisable immediately prior to the adjustment, divided by (B) the number of shares of Common Stock into which this Warrant is exercisable immediately after such adjustment into the total amount payable upon exercise of such Warrant in full immediately prior to such adjustment. An Any adjustment made pursuant to clause (i) of this paragraph 3(ashall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution, and any adjustment pursuant to clauses (ii) or (iii) of this paragraph shall become effective immediately after the effective date of such event retroactive to the record date for any such event. Such adjustment shall be made successively whenever any event listed in clauses (i) through (iv) of this paragraph 3(a) shall occursubdivision or combination.

Stock Dividends, Subdivisions and Combinations. In case the Company shall If at any time on or before the Expiration TimeCompany: (ia) pay pays a dividend or other distribution on the class of the applicable Warrant Shares in shares of Common Stock any other class or make a distribution in shares series of Common Stock or such other stock to holders of all Capital Stock, (b) subdivides its outstanding shares of Common Stock;the class of the applicable Warrant Shares into a larger number of shares of the class of the applicable Warrant Shares, or (iic) subdivide, reclassify or recapitalize the combines its outstanding shares of Common Stock into a greater number the class of shares; (iii) combine, reclassify or recapitalize the outstanding shares of Common Stock applicable Warrant Shares into a smaller number of shares of Common Stock; or (iv) issue by reclassification of shares of Common Stock into any other securities the class of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation); applicable Warrant Shares, then the number and kind of Warrant Shares purchasable upon exercise of each this Warrant outstanding immediately prior thereto to the record date for such dividend or distribution or the effective date of such subdivision or combination shall be adjusted so that the Warrantholder Holder shall thereafter be entitled to receive upon exercise of this Warrant the kind and number of shares of Common Stock or other securities the class of the Company which applicable Warrant Shares that the Warrantholder Holder would have owned or have been entitled to receive immediately after the happening of any of the events described above such record date or effective date had such this Warrant been exercised in full immediately prior to such record date or effective date. Any adjustment made pursuant to this SECTION 4.1 shall become effective immediately after the earlier effective date of such event, but be retroactive to the record date, if any, for such event. If this Warrant is exercisable for Class C Preferred, no adjustment shall be made pursuant to this SECTION 4.1 if such adjustment is made pursuant to the terms of the happening of such event or any record date in respect theretoClass C Preferred. In the event of Upon any adjustment of the number of Warrant Shares purchasable upon the exercise of each then outstanding this Warrant pursuant to this paragraph 3(a)as herein provided, the Warrant Purchase Price per share shall be adjusted to be by multiplying the amount resulting from dividing the number of shares of Common Stock (including fractional shares of Common Stock) covered by such Warrant immediately after such adjustment into the total amount payable upon exercise of such Warrant in full Purchase Price immediately prior to such adjustment. An adjustment made pursuant to this paragraph 3(a) shall become effective immediately after by a fraction, the effective date numerator of such event retroactive to the record date for any such event. Such adjustment which shall be made successively whenever any event listed in clauses (i) through (iv) the number of Warrant Shares purchasable upon the exercise of this paragraph 3(a) Warrant immediately prior to such adjustment and the denominator of which shall occurbe the number of Warrant Shares so purchasable immediately thereafter.

Stock Dividends, Subdivisions and Combinations. In case the Company shall at any time on or before the Expiration Time: hereafter (iA) pay a dividend in shares of Common Stock or make a distribution in shares of Common Stock or such other stock to all holders of all its outstanding shares of Common Stock; , (iiB) subdivide, reclassify or recapitalize the subdivide its outstanding shares of Common Stock into a greater number of shares; shares or (iiiC) combine, reclassify or recapitalize the combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock; or shares, (ivi) issue by reclassification of shares of Common Stock into any other securities of the Company (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation); then the number and kind of Warrant Shares purchasable upon exercise of each Warrant outstanding Warfare immediately prior thereto shall be adjusted so that the Warrantholder Holder of any Warrant Certificate thereafter exercised shall be entitled to receive the kind and number of shares of Common Stock or other securities of the Company Warrant Shares which the Warrantholder such Holder would have owned or have been entitled to receive after the happening of any of the events described above immediately following such action had such Warrant been exercised in full immediately prior thereto, and (ii) the Exercise Price shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, the earlier numerator of the happening of such event or any record date in respect thereto. In the event of any adjustment of which shall be the number of Warrant Shares purchasable upon the exercise of each then outstanding Warrant pursuant to this paragraph 3(a), the Purchase Price shall be adjusted to be the amount resulting from dividing the number of shares of Common Stock (including fractional shares of Common Stock) covered by such Warrant immediately after such adjustment into the total amount payable upon exercise of such Warrant in full immediately prior to such adjustment, and the denominator of which shall be the number of Warrant Shares purchasable immediately thereafter. An adjustment made pursuant to this paragraph 3(aSection 5. l(a) shall become effective immediately after the record date, in the case of a dividend or distribution, and shall become effective date immediately after the effective date, in the case of a subdivision, combination or reclassification. If, as a result of an adjustment made pursuant to this Section 5. 1(a), the Holder of any Warrant Certificate thereafter exercised shall become entitled to receive shares of two or more classes of capital stock of the Company, the Board of Directors of the Company shall determine, in its reasonable discretion, the allocation of the adjusted Exercise Price between or among shares of such event retroactive to the record date for any such event. Such adjustment shall be made successively whenever any event listed in clauses (i) through (iv) classes of this paragraph 3(a) shall occurcapital stock.