Common use of Adjustment of Exercise Price and Number of Shares Clause in Contracts

Adjustment of Exercise Price and Number of Shares. The number of Shares purchasable on the exercise of this Warrant and the Exercise Price shall be adjusted appropriately from time to time as follows: (i) In the event the Company shall declare a dividend or make any other distribution on any capital stock of the Company payable in Common Stock, rights to purchase Common Stock, or securities convertible into Common Stock, or shall subdivide its outstanding shares of Common Stock into a greater number of shares or combine such outstanding stock into a smaller number of shares, then in each such event, the number of Shares subject to this Warrant shall be adjusted so that the Holder shall be entitled to purchase the kind and number of Shares of Common Stock or other securities of the Company that it would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto; an adjustment made pursuant to this subsection (a) shall become effective immediately after the effective date of such event retroactive to the record date for such event. (ii) No adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least 1% in the number of Shares purchasable on the exercise of this Warrant; provided, however, that any adjustments that by reason of this subsection (a) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (iii) Whenever the number of Shares purchasable on the exercise of this Warrant is adjusted, as herein provided, the Exercise Price payable on exercise shall be adjusted by multiplying the Exercise Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Shares purchasable on the exercise of this Warrant immediately prior to such adjustment and the denominator of which shall be the number of Shares so purchasable immediately thereafter. (iv) Whenever the number of Shares purchasable on the exercise of this Warrant or the Exercise Price of such Shares is adjusted, as herein provided, the Company shall cause to be promptly mailed by first class mail, postage prepaid, to the Holder of this Warrant notice of such adjustment or adjustments and shall deliver a resolution of the board of directors of the Company setting forth the number of Shares purchasable on the exercise of this Warrant and the Exercise Price of such Shares after such adjustment, setting forth a brief statement of the facts requiring such adjustment, together with the computation by which such adjustment was made. Such resolution, in the absence of manifest error, shall be conclusive evidence of the correctness of adjustment. (v) All such adjustments shall be made by the board of directors of the Company, which shall be binding on the Holder in the absence of demonstrable error.

Adjustment of Exercise Price and Number of Shares. The Exercise Price and the number of Shares purchasable on the shares of Common Stock obtainable upon exercise of this Warrant and the Exercise Price shall be adjusted appropriately subject to adjustment from time to time as follows:provided in this Section 2. (a) If the Company at any time after the Issue Date: (i) In the event the Company shall declare pays or makes a stock dividend or make any other distribution on any capital stock its Common Stock in shares of the Company payable in Common Stock, rights to purchase Common Stock, or securities convertible into Common Stock, or shall subdivide its (ii) subdivides outstanding shares of Common Stock into a greater number of shares or combine such outstanding stock into a smaller larger number of shares, (iii) issues any shares of Common Stock by reclassification of shares of Common Stock, or (iv) effects a reverse stock split of Common Stock, then in each such event, the number of Shares subject to this Warrant shall thereafter be adjusted so exercisable for that the Holder shall be entitled to purchase the kind and number of Shares of Common Stock or other securities of the Company shares that it would have owned or have been entitled to receive after derived had the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening events listed in (i), (ii), (iii) or (iv) above (and the Exercise Price thereof shall be correspondingly adjusted). In the case of such event a subdivision or re-classification, any record date with respect thereto; an adjustment made pursuant to this subsection (aSection 2(a) shall become effective immediately after the effective date of such subdivision or re-classification. Such adjustments shall be made successively whenever any event retroactive to the record date for such eventlisted above shall occur. (iib) No adjustment in If at any time after the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least 1% in Issue Date, the number of Shares purchasable on Common Stock issuable upon the exercise of the Warrant is changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification, exchange, substitution or otherwise, and other than a capital reorganization, merger or consolidation (the adjustment for which is provided for in Section 2(c)), in any such event the Holder shall have the right thereafter to exercise this Warrant; providedWarrant for stock into the kind and amount of stock and other securities and property receivable in connection with such recapitalization, howeverreclassification or other change that it would have been entitled to receive had it exercised this Warrant immediately prior to such recapitalization, that any reclassification, exchange, substitution or other event, all subject to further adjustments that as provided herein or with respect to such other securities or property by reason the terms thereof (and the Exercise Price of this subsection (a) are not required to be made Warrant shall be carried forward and taken into account in any subsequent adjustmentcorrespondingly adjusted). (iiic) Whenever If at any time after the number Issue Date, the Common Stock is converted into other securities or property, whether pursuant to a capital reorganization, merger, consolidation or otherwise (other than a recapitalization, reclassification, subdivision, exchange or substitution of Shares purchasable on shares provided for in Section 2(b)), as a part of such transaction, provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant the number of shares of stock or other securities or property to which a holder of the number of shares of Common Stock deliverable upon conversion would have been entitled to receive in connection with such transaction, subject to adjustment in respect of such stock or securities by the terms thereof (and the Exercise Price of this Warrant shall be correspondingly adjusted). To the extent applicable, appropriate adjustment shall be made in the application of the provisions of this Section 2 with respect to the rights of the Holder after such transaction to the end that the provisions of this Section 2 (including adjustment to the number of shares issuable upon exercise of the Warrant and the adjustment of the Exercise Price thereof) shall be applicable after that event and be as nearly equivalent as practicable. (d) In case the Company shall fix a payment date for the making of a distribution to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is adjustedthe continuing corporation) of evidences of indebtedness or assets (other than cash dividends or cash distributions payable out of consolidated earnings or earned surplus or dividends or distributions referred to in Section 2(a)), as herein providedor subscription rights or warrants, the Exercise Price payable on exercise to be in effect after such payment date shall be adjusted determined by multiplying the Exercise Price in effect immediately prior to such adjustment payment date by a fraction, the numerator of which shall be the total number of Shares purchasable on shares of Common Stock outstanding multiplied by the exercise Market Price (as defined below) per share of this Warrant Common Stock immediately prior to such adjustment payment date, less the fair market value (as determined by the Company’s Board of Directors in good faith) of said assets or evidences of indebtedness so distributed, or of such subscription rights or warrants, and the denominator of which shall be the total number of Shares so purchasable shares of Common Stock outstanding multiplied by such Market Price per share of Common Stock immediately thereafterprior to such payment date. “Market Price” as of a particular date (the “Valuation Date”) shall mean the following: (i) if the Common Stock is then listed on a national stock exchange, the Market Price shall be the closing sale price of one share of Common Stock on such exchange on the last trading day prior to the Valuation Date, provided that if such stock has not traded in the prior ten (10) trading sessions, the Market Price shall be the average closing price of one share of Common Stock in the most recent ten (10) trading sessions during which the Common Stock has traded; (ii) if the Common Stock is then included in The Nasdaq Stock Market, Inc. (“Nasdaq”), the Market Price shall be the closing sale price of one share of Common Stock on Nasdaq on the last trading day prior to the Valuation Date or, if no such closing sale price is available, the average of the high bid and the low ask price quoted on Nasdaq as of the end of the last trading day prior to the Valuation Date, provided that if such stock has not traded in the prior ten (10) trading sessions, the Market Price shall be the average closing price of one share of Common Stock in the most recent ten (10) trading sessions during which the Common Stock has traded; (iii) if the Common Stock is then included in the Over-the-Counter Bulletin Board, the Market Price shall be the closing sale price of one share of Common Stock on the Over-the-Counter Bulletin Board on the last trading day prior to the Valuation Date or, if no such closing sale price is available, the average of the high bid and the low ask price quoted on the Over-the-Counter Bulletin Board as of the end of the last trading day prior to the Valuation Date, provided that if such stock has not traded in the prior ten (10) trading sessions, the Market Price shall be the average closing price of one share of Common Stock in the most recent ten (10) trading sessions during which the Common Stock has traded; and (iv) if the Common Stock is then included in the “pink sheets,” the Market Price shall be the closing sale price of one share of Common Stock on the “pink sheets” on the last trading day prior to the Valuation Date or, if no such closing sale price is available, the average of the high bid and the low ask price quoted on the “pink sheets” as of the end of the last trading day prior to the Valuation Date, provided that if such stock has not traded in the prior ten (10) trading sessions, the Market Price shall be the average closing price of one share of Common Stock in the most recent ten (10) trading sessions during which the Common Stock has traded. The Board of Directors of the Company shall respond promptly, in writing, to an inquiry by the Holder prior to the exercise hereunder as to the Market Price of a share of Common Stock as determined by the Board of Directors of the Company. (ive) Whenever An adjustment to the Exercise Price shall become effective immediately after the payment date in the case of each dividend or distribution and immediately after the effective date of each other event which requires an adjustment. (f) Holder, by accepting the benefits of this Warrant, agrees that the number of Shares purchasable on the exercise of shares for which this Warrant is exercisable shall be subject to adjustment or reduction as provided in this Section 2. (i) Within three (3) business days of any adjustment of the Exercise Price number of such Shares is adjusted, as herein providedshares issuable upon exercise hereof, the Company shall cause to be promptly mailed by first class mail, postage prepaid, give written notice thereof to the Holder of this Warrant notice of such adjustment or adjustments and shall deliver a resolution of the board of directors of the Company setting forth the number of Shares purchasable on the exercise of this Warrant and the Exercise Price of such Shares after such adjustmentHolder, setting forth a brief statement in reasonable detail and certifying the calculation of the facts requiring such adjustment, together with the computation by which such adjustment was made. Such resolution, in the absence of manifest error, shall be conclusive evidence of the correctness of adjustment. (vii) All such adjustments The Company shall be made by the board of directors of the Company, which shall be binding on give written notice to the Holder at least fifteen (15) days prior to the date on which any merger or reclassification provided for in the absence of demonstrable errorSection 2(c) hereof shall take place.

Adjustment of Exercise Price and Number of Shares. (a) The number of Shares purchasable on the exercise of this Warrant and the Exercise Price shall be adjusted appropriately from time to time as follows: (i) In the event the Company shall declare a dividend or make any other distribution on any capital stock of the Company payable in Common Stockcommon stock, rights to purchase Common Stockcommon stock, or securities convertible into Common Stock, common stock or shall subdivide its outstanding shares of Common Stock common stock into a greater number of shares or combine such its outstanding stock into a smaller number of shares, then in each such event, the number of Shares subject to this Warrant shall be adjusted so that the Holder shall be entitled to purchase the kind and number of Shares of Common Stock common stock or other securities of the Company that it 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 immediately prior to before the happening of such event or any record date with respect thereto; an adjustment made pursuant to this subsection (asubparagraph 3(a) shall become effective immediately after the effective date of such event retroactive to the record date for such the event. (ii) No adjustment in the number of Shares purchasable hereunder shall be required unless such the adjustment would require an increase or decrease of at least 1% in the number of Shares purchasable on the exercise of this Warrant; provided, however, that any adjustments that by reason of this subsection (asubparagraph 3(a) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (iii) Whenever the number of Shares purchasable on the exercise of this Warrant is adjusted, adjusted as herein provided, the Exercise Price payable on exercise shall be adjusted by multiplying the Exercise Price immediately prior to such before the adjustment by a fraction, the numerator of which shall be the number of Shares purchasable on the exercise of this Warrant immediately prior to such before the adjustment and the denominator of which shall be the number of Shares so purchasable immediately thereafter. (iv) Whenever the number of Shares purchasable on the exercise of this Warrant or the Exercise Price of such the Shares is adjusted, are adjusted as herein provided, the Company shall cause to be promptly mailed by first first-class mail, postage prepaid, to the Holder of this Warrant notice of such adjustment or adjustments and shall deliver a resolution of the Company's board of directors of the Company setting forth the number of Shares purchasable on the exercise of this Warrant and the Exercise Price of such the Shares after such adjustment, setting forth a brief statement of the facts requiring such the adjustment, together with the computation by which such the adjustment was made. Such resolution, in the absence of manifest error, shall be conclusive evidence of the correctness of adjustment. (v) All such adjustments shall be made by the Company's board of directors of the Companydirectors, which shall be binding on the Holder in the absence of demonstrable error.

Adjustment of Exercise Price and Number of Shares. The number (a) Subject to the provisions of Shares purchasable on the exercise of this Warrant and the Exercise Price shall be adjusted appropriately from time to time as follows: (i) In Section 12 hereof, in the event that the Company shall declare a dividend or make at any other distribution on any capital stock time subdivide the outstanding shares of the Company payable in Common Stock, rights to purchase Common Stock, or securities convertible into Common Stock, Designated Preferred Stock or shall subdivide issue a stock dividend on its outstanding shares of Common Stock into a greater Designated Preferred Stock, then the number of shares or combine such outstanding stock into a smaller number of shares, then in each such event, the number of Shares subject to this Warrant shall be adjusted so that the Holder shall be entitled to purchase the kind and number of Shares of Common Designated Preferred Stock or other securities of the Company that it would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto; an adjustment made pursuant to this subsection (a) shall become effective immediately after the effective date of such event retroactive to the record date for such event. (ii) No adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least 1% in the number of Shares purchasable on the exercise of this Warrant; provided, however, that any adjustments that by reason of this subsection (a) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (iii) Whenever the number of Shares purchasable on the exercise of this Warrant is adjusted, as herein provided, the Exercise Price payable on exercise shall be adjusted by multiplying the Exercise Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Shares purchasable on the issuable upon exercise of this Warrant immediately prior to such adjustment subdivision or to the issuance of such stock dividend shall be proportionately increased, and the denominator of which Exercise Price shall be proportionately decreased, and in the event that the Company shall at any time combine the outstanding shares of Designated Preferred Stock the number of Shares so purchasable immediately thereafter. (iv) Whenever the number shares of Shares purchasable on the Designated Preferred Stock issuable upon exercise of this Warrant or immediately prior to such combination shall be proportionately decreased, and the Exercise Price shall be proportionately increased, effective at the close of business on the date of such Shares is adjustedsubdivision, stock dividend or combination, as herein providedthe case may be. (b) In the case of any reclassification, recapitalization or change of the Designated Preferred Stock (other than any action for which adjustment is made pursuant to Section 4(a) hereof and other than a change as contemplated by Section 12(b) hereof), the Company shall cause to be promptly mailed by first class mail, postage prepaid, to execute a new warrant providing that the Holder of this Warrant notice of shall have the right to exercise such adjustment or adjustments new warrant and shall deliver a resolution to procure upon such exercise and payment of the board same aggregate Exercise Price, in lieu of directors the shares of Designated Preferred Stock theretofore issuable upon exercise of this Warrant, the kind and amount of shares, other securities, money or property receivable upon such reclassification, recapitalization or change of the Designated Preferred Stock. (c) In the case of any merger or any capital reorganization of the shares of the Company's stock (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), or a merger or consolidation of the Company setting with or into another corporation whether or not the Company is the surviving corporation other than as set forth in section 13(c) hereof (hereinafter referred to as a "Merger Event"), then, as a part of such Merger Event, lawful provision shall be made so that the Holder shall thereafter be entitled to receive, upon exercise of the Warrant, the number of Shares purchasable on shares of Designated Preferred Stock or other securities of the exercise successor corporation resulting from such Merger Event, equivalent in value to that which would have been issuable if Holder had exercised this Warrant immediately prior to the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interest of the Holder after the Merger Event to the end that the provisions of this Warrant (including adjustments of the Exercise Price and number of such Shares after such adjustment, setting forth a brief statement shares of the facts requiring such adjustment, together with the computation by which such adjustment was made. Such resolution, in the absence of manifest error, Designated Preferred Stock purchasable) shall be conclusive evidence of applicable to the correctness of adjustmentgreatest extent possible. (v) All such adjustments shall be made by the board of directors of the Company, which shall be binding on the Holder in the absence of demonstrable error.

Adjustment of Exercise Price and Number of Shares. The number of Shares and kind of securities purchasable on the upon exercise of this Warrant and the Exercise Price shall be adjusted appropriately subject to adjustment from time to time as follows: (ia) In the event If the Company shall declare a dividend or make at any other distribution on any capital stock time prior to the expiration of the Company payable in this Warrant subdivide its Common Stock, rights to purchase by split-up or otherwise, or combine its Common Stock, or securities convertible into issue additional shares of its Common Stock as a dividend with respect to any shares of its Common Stock, or shall subdivide its outstanding shares of Common Stock into a greater number of shares or combine such outstanding stock into a smaller number of shares, then in each such event, the number of Shares subject to this Warrant shall be adjusted so that the Holder shall be entitled to purchase the kind and number of Shares of Common Stock or other securities of the Company that it would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto; an adjustment made pursuant to this subsection (a) shall become effective immediately after the effective date of such event retroactive to the record date for such event. (ii) No adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least 1% in the number of Shares purchasable on the exercise of this Warrant; provided, however, that any adjustments that by reason of this subsection (a) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (iii) Whenever the number of Shares purchasable issuable on the exercise of this Warrant is adjustedshall forthwith be proportionately increased in the case of a subdivision or stock dividend, or proportionately decreased in the case of a combination. If the Company shall at any time subdivide the outstanding shares of Common Stock or issue additional shares as herein provideda dividend, the Exercise Price payable on exercise then in effect immediately before that subdivision shall be adjusted by multiplying proportionately decreased, and, if the Company shall at any time combine the outstanding shares of Common Stock, the Exercise Price then in effect immediately prior to such adjustment by a fraction, the numerator of which before that combination shall be proportionately increased. Any adjustment under this Section 6(a) shall become effective at the close of business on the date the subdivision or combination becomes effective, or as of the record date of such dividend, or in the event that no record date is fixed, upon the making of such dividend. (b) If the Common Stock issuable upon exercise of this Warrant shall be changed into the same or a different number of shares of any other series or class or classes of stock, whether by capital reorganization, reclassification, or otherwise (other than a subdivision or combination of shares or stock dividend provided for above), Holder shall, on its exercise, be entitled to purchase, in lieu of the Common Stock which Holder would have become entitled to purchase but for such change, a number of shares of such other series or class or classes of stock equivalent to the number of Shares purchasable shares of Common Stock that would have been subject to purchase by Holder on the exercise of this Warrant immediately prior to such before the change. (c) The form of this Warrant need not be changed because of any adjustment and the denominator of which shall be in the number of Shares so shares of Common Stock purchasable immediately thereafter. (iv) Whenever upon its exercise. A Warrant issued after any adjustment upon any partial exercise or in replacement may continue to express the same number of Shares purchasable shares of Common Stock (appropriately reduced in the case of partial exercise) as are stated on the exercise face of this Warrant or the Exercise Price of such Shares is adjustedas initially issued, as herein provided, the Company shall cause to be promptly mailed by first class mail, postage prepaid, to the Holder of this Warrant notice of such adjustment or adjustments and shall deliver a resolution of the board of directors of the Company setting forth the that number of Shares purchasable shares shall be considered to have been so changed at the close of business on the exercise of this Warrant and the Exercise Price of such Shares after such adjustment, setting forth a brief statement of the facts requiring such adjustment, together with the computation by which such adjustment was made. Such resolution, in the absence of manifest error, shall be conclusive evidence of the correctness date of adjustment. (v) All such adjustments shall be made by the board of directors of the Company, which shall be binding on the Holder in the absence of demonstrable error.

Adjustment of Exercise Price and Number of Shares. The Subject to the provisions of Section 1 hereof, the number and kind of Shares securities purchasable on upon the exercise of this Warrant and the Exercise Price therefor shall be adjusted appropriately subject to adjustment from time to time upon the occurrence of certain events, as follows: (ia) In the event the Company shall declare a dividend or make at any other distribution on any capital stock time subdivide the outstanding shares of the Company payable in Common Stock, rights to purchase Common Stock, or securities convertible into Common Stock, or shall subdivide issue a stock dividend on its outstanding Common Stock, the number of Shares issuable upon exercise of this Warrant immediately prior to such subdivision or to the issuance of such stock dividend shall be proportionately increased, and the Exercise Price shall be proportionately decreased, and in the event the Company shall at any time combine the outstanding shares of Common Stock, the number of shares issuable upon exercise of this Warrant immediately prior to such combination shall be proportionately decreased, and the Exercise Price will be proportionately increased, effective at the close of business on the date of such subdivision, stock dividend or combination, as the case may be. (b) If the Company is recapitalized through the subdivision or combination of its outstanding shares of Common Stock into a greater number of shares larger or combine such outstanding stock into a smaller number of shares, then in each such event, the number of Shares subject to this Warrant shall be adjusted so that the Holder shall be entitled to purchase the kind and number of Shares shares of Common Stock for which this Warrant may be exercised shall be increased or other securities of the Company that it would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto; an adjustment made pursuant to this subsection (a) shall become effective immediately after the effective date of such event retroactive to the record date for such event. (ii) No adjustment reduced in the number of Shares purchasable hereunder shall be required unless such adjustment would require an same proportion as the increase or decrease of at least 1% in the number outstanding shares of Shares purchasable on Common Stock and the exercise of this Warrant; provided, however, that any adjustments that by reason of this subsection (a) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (iii) Whenever the number of Shares purchasable on the exercise of this Warrant is adjusted, as herein provided, the then applicable Exercise Price payable on exercise shall be adjusted by multiplying the Exercise Price such number of shares of Common Stock purchasable upon exercise hereof immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Shares purchasable on the exercise of this Warrant immediately prior to such adjustment subdivision or combination and the denominator of which shall be the number of Shares so shares of Common Stock purchasable immediately thereafterfollowing such subdivision or combination. (ivc) Whenever the number of Shares purchasable on shares shall be adjusted as required by the exercise provisions of this Warrant or the Exercise Price of such Shares is adjusted, as herein providedSection 3, the Company forthwith shall cause to be promptly mailed by first class mailfile in the custody of its secretary or an assistant secretary, postage prepaidat its principal office, to an Officer's Certificate showing the Holder adjusted number of this Warrant notice of such adjustment or adjustments shares and shall deliver a resolution of the board of directors of the Company setting forth in reasonable detail the number of Shares purchasable on circumstances requiring the exercise of this Warrant and the Exercise Price of adjustment. Each such Shares after such adjustment, setting forth a brief statement of the facts requiring such adjustment, together with the computation by which such adjustment was made. Such resolution, in the absence of manifest error, shall be conclusive evidence of the correctness of adjustment. (v) All such adjustments Officer's Certificate shall be made available at all reasonable times during reasonable hours for inspection by the board of directors of the Company, which shall be binding on the Holder in the absence of demonstrable errorHolder.

Adjustment of Exercise Price and Number of Shares. The number of Shares purchasable on the exercise of this Warrant and the Exercise Price shall be adjusted appropriately from time Subject to time as follows: (i) In clause 4.1, in the event that there is any alteration, variation or modification of the Company shall declare a dividend or make any other distribution on any capital stock of the Company payable in Common Stockby way of any recapitalization, rights to purchase Common Stockissue, or securities convertible into Common Stockconsolidation, or shall subdivide its outstanding shares sub-division, demerger, reduction of Common Stock into a greater number capital stock by the Company and/or any other event resulting in an adjustment in the capital stock of shares or combine such outstanding stock into a smaller number the Company which, in any case, in the opinion of shares, then the Board justifies an adjustment in each such event, the number of Shares subject to this Warrant shall and/or the Exercise Price payable under this Warrant in order to be adjusted so that consistent with, and is necessary to realize, the Holder shall be entitled to purchase the kind and number intent of Shares of Common Stock or other securities of this Warrant (such event being an “Adjustment Event”), the Company that it would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto; an adjustment made pursuant to this subsection (a) shall become effective immediately after the effective date of such event retroactive to the record date for such event. (ii) No adjustment in adjust the number of Shares purchasable hereunder to be issued upon exercise of this Warrant, and/or the Exercise Price of this Warrant, in each case in a manner which the Board deems to be fair and appropriate, and the Company shall give each Warrantholder notice of such adjustment. It is agreed that the objective of any adjustment as a result of the occurrence of an Adjustment Event shall be required unless such to ensure that a Share to be issued upon the exercise of this Warrant after the Adjustment Event will carry as nearly as possible the same entitlement to participate in the profits and assets of the Company as it would have had it been issued prior to the occurrence of the Adjustment Event. 4.1 Notwithstanding any other provision hereof, no adjustment would require an increase to the Exercise Price of the Warrants or decrease of at least 1% in to the number of Shares purchasable on to be issued upon the exercise of this WarrantWarrant will be made upon the issuance of or the grant or exercise of any rights to purchase securities, including, without limitation, convertible loan notes, warrants, options and rights to purchase Equity Shares: 4.1.1 which may be granted or exercised under any employee benefit plan of the Company to officers, directors, employees, consultants or other personnel; or 4.1.2 which may be granted or exercised under the long-term incentive plan adopted by the Company; or 4.1.3 for cash by way of rights or pursuant to an open offer or placement or otherwise by way of purchase at arm’s length terms; or 4.1.4 in consideration or part consideration for the acquisition by the Company of any other securities, or any assets or business. 4.2 Any adjustment to the Exercise Price shall be made to the nearest one cent, rounding down in the case of half a cent. 4.3 In accordance with Section 305(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated thereunder, subject to certain exceptions which the Company does not understand to exist here, the exercise of a Warrant should normally not be a taxable event for the exercising Warrantholder, except with respect to cash, if any, received in lieu of a fractional share; provided, however, that any adjustments that by reason of this subsection (a) are not required an adjustment to be made shall be carried forward and taken into account in any subsequent adjustment. (iii) Whenever the number of Shares purchasable on the exercise of this Warrant is adjusted, as herein provided, the Exercise Price payable on exercise shall be adjusted by multiplying the Exercise Price immediately prior to such adjustment by a fractionPrice, the numerator of which shall be the number of Shares purchasable on the exercise of this Warrant immediately prior to such adjustment and the denominator of which shall be the number of Shares so purchasable immediately thereafter. (iv) Whenever the number of Shares purchasable on the exercise of this Warrant or the Exercise Price of failure to make such Shares is adjustedadjustments, as herein provided, may in certain marginal circumstances result in adverse tax consequences under the Company shall cause to be promptly mailed by first class mail, postage prepaid, to the Holder of this Warrant notice of such adjustment or adjustments and shall deliver a resolution of the board of directors of the Company setting forth the number of Shares purchasable on the exercise of this Warrant and the Exercise Price of such Shares after such adjustment, setting forth a brief statement of the facts requiring such adjustment, together with the computation by which such adjustment was made. Such resolution, in the absence of manifest error, shall be conclusive evidence of the correctness of adjustmentCode. (v) All such adjustments shall be made by the board of directors of the Company, which shall be binding on the Holder in the absence of demonstrable error.

Adjustment of Exercise Price and Number of Shares. The Exercise Price and the number of Warrant Shares purchasable on upon the exercise of this Warrant and the Exercise Price shall be adjusted appropriately subject to adjustment from time to time as follows:upon the occurrence of certain events described in this Section 8. Upon each adjustment to the Exercise Price, the Holder shall thereafter be entitled to purchase, at the Exercise Price resulting from such adjustment, the number of Warrant Shares obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares purchasable pursuant hereto immediately prior to such adjustment, and dividing the product thereof by the Exercise Price resulting from such adjustment. (i) a. In the event case the Company shall declare a dividend or make at any other distribution on any capital stock of the Company payable in Common Stock, rights to purchase Common Stock, or securities convertible into Common Stock, or shall time subdivide its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision shall be proportionately reduced, and conversely, in case the outstanding shares or combine such outstanding stock of Common Stock of the Company shall be combined into a smaller number of shares, then the Exercise Price in each effect immediately prior to such event, the number of Shares subject to this Warrant combination shall be adjusted so that proportionately increased. b. If at any time or from time to time the Holder holders of Common Stock shall be have received or become entitled to purchase the kind and number of Shares receive, without further payment therefor, (i) shares of Common Stock or any shares of capital stock or other securities of the Company that it would have owned which are at any time directly or have been entitled indirectly convertible into or exchangeable for Common Stock, or any rights or options to receive after the happening of subscribe for, purchase or otherwise acquire any of the events described above, had such Warrant been exercised immediately prior to the happening foregoing by way of such event dividend or any record date with respect thereto; an adjustment made pursuant to this subsection (a) shall become effective immediately after the effective date of such event retroactive to the record date for such event.other distribution, (ii) No adjustment any cash paid or payable otherwise than as a cash dividend, or (iii) shares of Common Stock or additional stock or other securities or other property (including cash) by way of spinoff, split-up, merger, reclassification, recapitalization, combination of shares or similar corporate rearrangement (other than shares of Common Stock issued as a stock split or adjustments in the number respect of Shares purchasable hereunder which shall be required unless covered by the terms of Section 8(a)), then and in each such adjustment would require an increase or decrease of at least 1% in case, the number of Shares purchasable on Holder hereof shall, upon the exercise of this Warrant; provided, howeverbe entitled to receive, that in addition to the number of shares of Common Stock receivable thereupon, and without payment of any adjustments that by reason additional consideration therefor, the amount of this subsection shares, capital stock, securities and other property (aincluding cash in the cases referred to in clauses (ii) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (iii) Whenever above) which such Holder would hold on the date of such exercise had Holder been the holder of record of such Common Stock as of the date on which holders of Common Stock received or became entitled to receive such shares, capital stock, securities and other property. c. If any change in the outstanding Common Stock of the Company or any other event occurs as to which the other provisions of this Section 8 are not strictly applicable or if strictly applicable would not fairly protect the purchase rights of the Holder in accordance with such provisions, then the Board of Directors of the Company shall make an adjustment in the number and class of Shares purchasable on shares issuable under the exercise of this Warrant is adjusted, as herein providedWarrant, the Exercise Price payable on exercise or the application of such provisions, so as to protect such purchase rights as aforesaid. The adjustment shall be adjusted by multiplying such as will give the Holder upon exercise for the same aggregate Exercise Price immediately the total number, class and kind of shares, capital stock, securities and other property as he would have owned had the Warrant been exercised for Warrant Shares prior to the event and had he continued to hold such adjustment by a fraction, Warrant Shares until after the numerator of which shall be the number of Shares purchasable on the exercise of this Warrant immediately prior to such adjustment and the denominator of which shall be the number of Shares so purchasable immediately thereafter. (iv) Whenever the number of Shares purchasable on the exercise of this Warrant or the Exercise Price of such Shares is adjusted, as herein provided, the Company shall cause to be promptly mailed by first class mail, postage prepaid, to the Holder of this Warrant notice of such adjustment or adjustments and shall deliver a resolution of the board of directors of the Company setting forth the number of Shares purchasable on the exercise of this Warrant and the Exercise Price of such Shares after such adjustment, setting forth a brief statement of the facts event requiring such adjustment, together with the computation by which such adjustment was made. Such resolution, in the absence of manifest error, shall be conclusive evidence of the correctness of adjustment. (v) All such adjustments shall be made by the board of directors of the Company, which shall be binding on the Holder in the absence of demonstrable error.

Adjustment of Exercise Price and Number of Shares. (a) The number of Exercise Price and Warrant Shares purchasable shall be subject to the following adjustments: (i) If, at any time during the Exercise Period, the Company shall declare and pay on the Company’s Common Stock a dividend or other distribution payable in shares of Common Stock, the Warrant Shares shall be proportionately increased so that the Holder shall be entitled to receive (upon exercise of this Warrant) the number of shares of Common Stock which the Holder would have owned or been entitled to receive after the declaration and payment of such dividend or other distribution if the Warrant had been exercised immediately prior to the record date for the determination of stockholders entitled to receive such dividend or other distribution, and the Exercise Price shall be adjusted appropriately from time to time as follows:proportionately decreased so that the aggregate Exercise Price payable upon exercise in full of this Warrant shall remain the same. (iii) In If, at any time during the event Exercise Period, the Company shall declare a dividend or make any other distribution on any capital stock subdivide the Outstanding Shares of the Company payable in Common Stock, rights to purchase Common Stock, or securities convertible into Common Stock, or shall subdivide its outstanding shares of Company’s Common Stock into a greater number of shares shares, or combine such outstanding stock the Outstanding Shares of Common Stock into a smaller lesser number of shares, then in each such eventor issue by reclassification of its shares of Common Stock any shares of the Company’s Common Stock, the number of Warrant Shares subject to this Warrant shall be proportionately adjusted so that the Holder shall be entitled to purchase receive (upon exercise of this Warrant) the kind and number of Shares shares of Common Stock or such other securities of shares which the Company that it Holder would have owned or have been entitled to receive after the happening of any of the events described above, above if the Warrant had such Warrant been exercised immediately prior to the happening of such event on the day upon which such subdivision, combination or any record date with respect thereto; an adjustment made pursuant to reclassification, as the case may be, becomes effective, and the Exercise Price shall be proportionately adjusted so that the aggregate Exercise Price payable upon exercise in full of this subsection (a) Warrant shall become effective immediately after remain the effective date of such event retroactive to the record date for such eventsame. (ii) No adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least 1% in the number of Shares purchasable on the exercise of this Warrant; provided, however, that any adjustments that by reason of this subsection (a) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (iiib) Whenever the number of Warrant Shares purchasable on the exercise of this Warrant is adjusted, as herein provided, the Exercise Price payable on exercise shall be adjusted by multiplying the Exercise Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Shares purchasable on the exercise of this Warrant immediately prior to such adjustment and the denominator of which shall be the number of Shares so purchasable immediately thereafter. (iv) Whenever the number of Shares purchasable on the exercise of this Warrant or the Exercise Price of such Shares is adjusted, as herein providedshall be adjusted pursuant to this Section 4, the Company shall cause to be promptly mailed by first class mail, postage prepaid, deliver to the Holder of this Warrant a written notice of such adjustment or adjustments and shall deliver a resolution of the board of directors of the Company setting forth in reasonable detail the number of Shares purchasable on event requiring the exercise of this Warrant adjustment and the Exercise Price of such Shares after such adjustment, setting forth a brief statement of the facts requiring such adjustment, together with the computation method by which such adjustment was madecalculated and specifying the new Warrant Shares and Exercise Price. Such resolution, in the absence of manifest error, shall be conclusive evidence of the correctness of adjustment. (v) All such adjustments calculations under this Section 4 shall be made by to the board nearest one-one hundredth of directors of the Company, which shall be binding on the Holder in the absence of demonstrable errora share.

Adjustment of Exercise Price and Number of Shares. The Once fixed, the Exercise Price and the number of Warrant Shares purchasable on upon the exercise of this Warrant and the Exercise Price shall be adjusted appropriately subject to adjustment from time to time as follows:upon the occurrence of certain events described in this Section 8. Upon each adjustment to the Exercise Price, the Holder shall thereafter be entitled to purchase, at the Exercise Price resulting from such adjustment, the number of Warrant Shares obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares purchasable pursuant hereto immediately prior to such adjustment, and dividing the product thereof by the Exercise Price resulting from such adjustment. (i) a. In the event case the Company shall declare a dividend or make at any other distribution on any capital stock of the Company payable in Common Stock, rights to purchase Common Stock, or securities convertible into Common Stock, or shall time subdivide its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision shall be proportionately reduced, and conversely, in case the outstanding shares or combine such outstanding stock of Common Stock of the Company shall be combined into a smaller number of shares, then the Exercise Price in each effect immediately prior to such event, the number of Shares subject to this Warrant combination shall be adjusted so that proportionately increased. b. If at any time or from time to time the Holder holders of Common Stock shall be have received or become entitled to purchase the kind and number of Shares receive, without further payment therefor: (i) shares of Common Stock or any shares of capital stock or other securities of the Company that it would have owned which are at any time directly or have been entitled indirectly convertible into or exchangeable for Common Stock, or any rights or options to receive after the happening of subscribe for, purchase or otherwise acquire any of the events described above, had such Warrant been exercised immediately prior to the happening foregoing by way of such event dividend or any record date with respect theretoother distribution; an adjustment made pursuant to this subsection (a) shall become effective immediately after the effective date of such event retroactive to the record date for such event.or (ii) No adjustment shares of Common Stock or additional stock or other securities or other property (including cash) by way of spinoff, split-up, merger, reclassification, recapitalization, combination of shares or similar corporate rearrangement (other than shares of Common Stock issued as a stock split or adjustments in the number respect of Shares purchasable hereunder which shall be required unless covered by the terms of Section 8.a); then and in each such adjustment would require an increase or decrease of at least 1% in case, the number of Shares purchasable on Holder hereof shall, upon the exercise of this Warrant; provided, howeverbe entitled to receive, that any adjustments that by reason of this subsection (a) are not required in addition to be made shall be carried forward and taken into account in any subsequent adjustment. (iii) Whenever the number of Shares purchasable shares of Common Stock receivable thereupon, and without payment of any additional consideration therefor, the amount of shares, capital stock, securities and other property (including cash in the cases referred to in clauses (ii) above) which such Holder would hold on the date of such exercise had Holder been the holder of record of such Common Stock as of the date on which holders of Common Stock received or became entitled to receive such shares, capital stock, securities and other property. c. If any change in the outstanding Common Stock of the Company or any other event occurs as to which the other provisions of this Warrant is adjustedSection 8 are not strictly applicable or if strictly applicable would not fairly protect the purchase rights of the Holder in accordance with such provisions, as herein providedthen the Board of Directors of the Company shall make an adjustment in the number and class of shares issuable under the Warrant, the Exercise Price payable on exercise or the application of such provisions, so as to protect such purchase rights as aforesaid. The adjustment shall be adjusted by multiplying such as will give the Holder upon exercise for the same aggregate Exercise Price immediately the total number, class and kind of shares, capital stock, securities and other property as he would have owned had the Warrant been exercised for Warrant Shares prior to the event and had he continued to hold such adjustment by a fraction, Warrant Shares until after the numerator of which shall be the number of Shares purchasable on the exercise of this Warrant immediately prior to such adjustment and the denominator of which shall be the number of Shares so purchasable immediately thereafter. (iv) Whenever the number of Shares purchasable on the exercise of this Warrant or the Exercise Price of such Shares is adjusted, as herein provided, the Company shall cause to be promptly mailed by first class mail, postage prepaid, to the Holder of this Warrant notice of such adjustment or adjustments and shall deliver a resolution of the board of directors of the Company setting forth the number of Shares purchasable on the exercise of this Warrant and the Exercise Price of such Shares after such adjustment, setting forth a brief statement of the facts event requiring such adjustment, together with the computation by which such adjustment was made. Such resolution, in the absence of manifest error, shall be conclusive evidence of the correctness of adjustment. (v) All such adjustments shall be made by the board of directors of the Company, which shall be binding on the Holder in the absence of demonstrable error.

Adjustment of Exercise Price and Number of Shares. The number of Shares and kind of securities purchasable on the upon exercise of this Warrant and the Exercise Price shall be adjusted appropriately subject to adjustment from time to time as follows: (ia) In Except as hereinafter provided, in the event the Company shall declare shall, at any time or from time to time after the date hereof, sell any shares of Common Stock for a dividend or make any other distribution on any capital stock consideration per share less than the last sale price of the Company payable Common Stock as reported on the American Stock Exchange, the closing bid price of the Common Stock if traded on the OTC Electronic Bulletin Board or NASDAQ Small Cap Market or the last sales price, if listed on NASDAQ National Market or a national exchange, in either case, on the trading date next preceding such sale (the "Market Price"), or issue any shares of Common Stock, rights Stock as a stock dividend to purchase the holders of Common Stock, or securities convertible into Common Stock, subdivide or shall subdivide its combine the outstanding shares of Common Stock into a greater or lesser number of shares (any such sale, issuance, subdivision or combine such outstanding stock into combination being herein called a smaller number "Change of sharesShares"), then in each such eventthen, and thereafter immediately before the number of Shares subject to this Warrant shall be adjusted so that the Holder shall be entitled to purchase the kind and number of Shares of Common Stock or other securities of the Company that it would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto; an adjustment made pursuant to this subsection (a) shall become effective immediately after the effective date of such event retroactive to sale or the record date for each Change of Shares, the Exercise Price for the shares of Common Stock issuable upon exercise of the Warrants (whether or not the same shall be issued and outstanding) in effect immediately prior to such eventChange of Shares shall be changed to a price (including any applicable fraction of a cent to the nearest cent) determined by dividing (1) the product of, (a) the Exercise Price in effect immediately before such Change of Shares, and (b) the sum of (i) the total number of shares of Common Stock outstanding immediately prior to such Change of Shares, and (ii) the number of shares determined by dividing, (A) the aggregate consideration, if any, received by the Company upon such sale, issuance, subdivision or combination, by (B) the Market Price; by (2) the total number of shares of Common Stock outstanding immediately after such Change of Shares, however, that in no event shall the Exercise Price be adjusted pursuant to this computation to an amount in excess of the Exercise Price in effect immediately prior to such computation, except in the case of a combination of outstanding shares of Common Stock, as provided by Section 8(h) hereof. (b) For the purposes of any adjustment to be made in accordance with this Section 8 the following provisions shall be applicable: (i) In case of the issuance or sale of shares of Common Stock (or of other securities deemed hereunder to involve the issuance or sale of shares of Common Stock) for a consideration part or all of which shall be cash, the amount of the cash portion of the consideration therefor deemed to have been received by the Company shall be (1) the subscription price (before deducting any commissions or any expenses incurred in connection therewith), if shares of Common Stock are offered by the Company for subscription, or (2) the public offering price (before deducting therefrom any compensation paid or discount allowed in the sale, underwriting or purchase thereof by underwriters or dealers or others performing similar services, or any expenses incurred in connection therewith), if such securities are sold to underwriters or dealers for public offering without a subscription offering, or (3) the gross amount of cash actually received by the Company for such securities, in any other case. (ii) No adjustment in In case of the number issuance or sale (otherwise than as a dividend or other distribution on any stock of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least 1% in the number of Shares purchasable Company, and otherwise than on the exercise of this Warrant; providedoptions, however, that any adjustments that by reason rights or warrants or the conversion or exchange of this subsection convertible or exchangeable securities) of shares of Common Stock (aor of other securities deemed hereunder to involve the issuance or sale of shares of Common Stock) are not required to be made for a consideration part or all of which shall be carried forward and taken into account other than cash, the amount of the consideration therefor other than cash deemed to have been received by the Company shall be the value of such consideration as determined in any subsequent adjustmentgood faith by the Board of Directors of the Company. (iii) Whenever Shares of Common Stock issuable by way of dividend or other distribution on any stock of the number Company shall be deemed to have been issued immediately after the opening of Shares purchasable business on the exercise day following the record date for the determination of this Warrant is adjusted, as herein provided, the Exercise Price payable on exercise shareholders entitled to receive such dividend or other distribution and shall be adjusted by multiplying the Exercise Price immediately prior deemed to such adjustment by a fraction, the numerator of which shall be the number of Shares purchasable on the exercise of this Warrant immediately prior to such adjustment and the denominator of which shall be the number of Shares so purchasable immediately thereafterhave been issued without consideration. (iv) Whenever the number The reclassification of Shares purchasable on the exercise of this Warrant or the Exercise Price of such Shares is adjusted, as herein provided, the Company shall cause to be promptly mailed by first class mail, postage prepaid, to the Holder of this Warrant notice of such adjustment or adjustments and shall deliver a resolution of the board of directors securities of the Company setting forth other than shares of Common Stock into securities including shares of Common Stock shall be deemed to involve the number issuance of Shares purchasable such shares of Common Stock for a consideration other than cash immediately prior to the close of business on the exercise date fixed for the determination of security holders entitled to receive such shares, and the value of the consideration allocable to such shares of Common Stock shall be determined as provided in subsection 8(b)(ii) of this Warrant and the Exercise Price of such Shares after such adjustment, setting forth a brief statement of the facts requiring such adjustment, together with the computation by which such adjustment was made. Such resolution, in the absence of manifest error, shall be conclusive evidence of the correctness of adjustmentSection 8. (v) All such adjustments The number of shares of Common Stock at any one time outstanding shall be made by deemed to include the board aggregate maximum number of directors shares issuable (subject to readjustment upon the actual issuance thereof) upon the exercise of options, rights or warrants and upon the Company, which shall be binding on the Holder in the absence conversion or exchange of demonstrable errorconvertible or exchangeable securities.

Adjustment of Exercise Price and Number of Shares. The number of Shares purchasable on ---------------------------------------------------- Common Stock or Warrants. ------------------------ (a) Except as otherwise provided herein, in the exercise of this Warrant and event the Exercise Price shall be adjusted appropriately Company shall, at any time or from time to time as follows: (i) In after the event date hereof, sell or issue any shares of Common Stock for a consideration per share less than the Company shall declare a dividend or make any other distribution on any capital stock Market Price of the Company payable Common Stock (as defined in Section 8) on the date of the sale or issue, any shares of Common Stock, rights Stock as a stock dividend to purchase the holders of Common Stock, or securities convertible into Common Stock, subdivide or shall subdivide its combine the outstanding shares of Common Stock into a greater or lesser number of shares (any such sale, issuance, subdivision or combine such outstanding stock into combination being herein called a smaller number "Change of sharesShares"), then in then, and thereafter upon each such eventfurther Change of Shares, the number of Shares subject to this Warrant shall be adjusted so that the Holder shall be entitled to purchase the kind and number of Shares of Common Stock or other securities of the Company that it would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto; an adjustment made pursuant to this subsection (a) shall become effective immediately after the effective date of such event retroactive to the record date for such event. (ii) No adjustment Purchase Price in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least 1% in the number of Shares purchasable on the exercise of this Warrant; provided, however, that any adjustments that by reason of this subsection (a) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (iii) Whenever the number of Shares purchasable on the exercise of this Warrant is adjusted, as herein provided, the Exercise Price payable on exercise shall be adjusted by multiplying the Exercise Price effect immediately prior to such adjustment Change of Shares shall be changed to a price (rounded to the nearest cent) determined by multiplying the Purchase Price in effect immediately prior thereto by a fraction, the numerator of which shall be the sum of the number of Shares shares of Common Stock outstanding immediately prior to the sale or issuance of such additional shares or such subdivision or combination and the number of shares of Common Stock which the aggregate consideration received (determined as provided in subsection 9(f)(F) below) for the issuance of such additional shares would purchase at the Market Price, and the denominator of which shall be the number of shares of Common Stock outstanding immediately after the sale or issuance of such additional shares or such subdivision or combination. Such adjustment shall be made successively whenever such an issuance is made. Upon each adjustment of the Purchase Price pursuant to this Section 9, the total number of shares of Common Stock purchasable on upon the exercise of this each Class C Warrant shall (subject to the provisions contained in Section 9(b) hereof) be such number of shares (calculated to the nearest tenth) purchasable at the Purchase Price in effect immediately prior to such adjustment multiplied by a fraction, the numerator of which shall be the Purchase Price in effect immediately prior to such adjustment and the denominator of which shall be the number of Shares so purchasable Purchase Price in effect immediately thereafterafter such adjustment. (ivb) Whenever The Company may elect, upon any adjustment of the Purchase Price hereunder, to adjust the number of Shares Class C Warrants outstanding, in lieu of the adjustment in the number of shares of Common Stock purchasable on upon the exercise of each Warrant as hereinabove provided, so that each Class C Warrant outstanding after such adjustment shall represent the right to purchase one share of Common Stock. Each Warrant held of record prior to such adjustment of the number of Warrants shall become that number of Warrants (calculated to the nearest tenth) determined by multiplying the number one by a fraction, the numerator of which shall be the Purchase Price in effect immediately prior to such adjustment and the denominator of which shall be the Purchase Price in effect immediately after such adjustment. Upon each adjustment of the number of Warrants pursuant to this Section 9, the Company shall, as promptly as practicable, cause to be distributed to each Registered Holder of Warrant or Certificates on the Exercise Price date of such Shares adjustment Warrant Certificates evidencing, subject to Section 10 hereof, the number of additional Warrants to which such Holder shall be entitled as a result of such adjustment or, at the option of the Company, cause to be distributed to such Holder in substitution and replacement for the Warrant Certificates held by him prior to the date of adjustment (and upon surrender thereof, if required by the Company) new Warrant Certificates evidencing the number of Warrants to which such Holder shall be entitled after such adjustment. (c) In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock, or in case of any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is adjustedthe continuing corporation and which does not result in any reclassification, as herein providedcapital reorganization or other change of outstanding shares of Common Stock other than the number thereof), or in case of any sale or conveyance to another corporation of the property of the Company as, or substantially as, an entirety (other than a sale/leaseback, mortgage or other financing transaction), the Company shall cause effective provision to be promptly mailed made so that each holder of a Warrant then outstanding shall have the right thereafter, by first class mailexercising such Warrant, postage prepaidupon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock immediately theretofore purchasable upon exercise of the Warrants, to purchase the Holder kind and number of this Warrant notice shares of stock or other securities or property (including cash) receivable upon such reclassification, capital reorganization or other change, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock that might have been purchased upon exercise of such adjustment Warrant immediately prior to such reclassification, capital reorganization or other change, consolidation, merger, sale or conveyance. Any such provision shall include provision for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 9. The Company shall not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereof the successor (if other than the Company) resulting from such consolidation or merger or the corporation purchasing assets or other appropriate corporation or entity shall assume, by written instrument executed and delivered to the Warrant Agent, the obligation to deliver to the holder of each Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holders may be entitled to purchase and the other obligations under this Agreement. The foregoing provisions shall deliver a resolution similarly apply to successive reclassifications, capital reorganizations and other changes of outstanding shares of Common Stock and to successive consolidations, mergers, sales or conveyances. (d) Irrespective of any adjustments or changes in the Purchase Price or the number of shares of Common Stock purchasable upon exercise of the board Warrants, the Warrant Certificates theretofore and thereafter issued shall, unless the Company shall exercise its option to issue new Warrant Certificates pursuant to Section 2(b) hereof, continue to express the Purchase Price per share, the number of directors shares purchasable thereunder and the Redemption Price therefor as the Purchase Price per share, and the number of shares purchasable and the Redemption Price therefor were expressed in the Warrant Certificates when the same were originally issued. (e) After each adjustment of the Purchase Price pursuant to this Section 9, the Company will promptly prepare a certificate signed by the Chairman or President, and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, of the Company setting forth forth: (i) the Purchase Price as so adjusted, (ii) the number of Shares shares of Common Stock purchasable on the upon exercise of this each Warrant and the Exercise Price of such Shares after such adjustment, setting forth and, if the Company shall have elected to adjust the number of Warrants pursuant to Section 9(b), the number of Warrants to which the registered holder of each Warrant shall then be entitled, and the adjustment in Redemption Price resulting therefrom, and (iii) a brief statement of the facts requiring accounting for such adjustment, together . The Company will promptly file such certificate with the computation Warrant Agent and cause a brief summary thereof to be sent by which ordinary first class mail to Paramount and to each registered holder of Warrants at his last address as it shall appear on the registry books of the Warrant Agent. No failure to mail such adjustment was madenotice nor any defect therein or in the mailing thereof shall affect the validity of such adjustment. Such resolutionThe affidavit of an officer of the Warrant Agent or the Secretary or an Assistant Secretary of the Company that such notice has been mailed shall, in the absence of manifest errorfraud, be prima facie evidence of the facts stated therein. The Warrant Agent may rely on the information in the certificate as true and correct and has no duty or obligation to independently verify the amounts or calculations set forth therein. (f) For purposes of Sections 9(a) and 9(b) hereof, the following provisions (A) to (F) shall also be applicable: (A) The number of shares of Common Stock outstanding at any given time shall include all shares of capital stock convertible into or exchangeable for Common Stock and all shares of Common Stock issuable upon the exercise of any convertible debt, warrants outstanding on the date hereof (including the Warrants) and options outstanding on the date hereof, and shares of Common Stock owned or held by or for the account of the Company and the sale or issuance of such treasury shares or the distribution of any such treasury shares shall not be considered a Change of Shares for purposes of said sections. (B) No adjustment of the Purchase Price shall be made unless such adjustment would require an increase or decrease of at least $.10 in such price; provided that any adjustments which by reason of this clause (B) are not required to be made shall be carried forward and shall be made at the time of and together with the next subsequent adjustment which, together with any adjustment(s) so carried forward, shall require an increase or decrease of at least $.10 in the Purchase Price then in effect hereunder. (C) In case of (1) the sale by the Company for cash (or as a component of a unit being sold for cash) of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or any securities convertible into or exchangeable for Common Stock without the payment of any further consideration other than cash, if any (such securities convertible, exercisable or exchangeable into Common Stock being herein called "Convertible Securities"), or (2) the issuance by the Company, without the receipt by the Company of any consideration therefor, of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or Convertible Securities, in each case, if (and only if) the consideration payable to the Company upon the exercise of such rights, warrants or options shall consist of cash, whether or not such rights, warrants or options, or the right to convert or exchange such Convertible Securities, are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities (determined by dividing (x) the minimum aggregate consideration, as set forth in the instrument relating thereto without regard to any antidilution or similar provisions contained therein for a subsequent adjustment of such amount, payable to the Company upon the exercise of such rights, warrants or options, plus the consideration received by the Company for the issuance or sale of such rights, warrants or options, plus, in the case of such Convertible Securities, the minimum aggregate amount, as set forth in the instrument relating thereto without regard to any antidilution or similar provisions contained therein for a subsequent adjustment of such amount, of additional consideration, if any, other than such Convertible Securities, payable upon the conversion or exchange thereof, by (y) the total maximum number, as set forth in the instrument relating thereto without regard to any antidilution or similar provisions contained therein for a subsequent adjustment of such amount, of shares of Common Stock issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities issuable upon the exercise of such rights, warrants or options) is less than the Market Price of the Common Stock on the date of the issuance or sale of such rights, warrants or options, then such total maximum number of shares of Common Stock issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities (as of the date of the issuance or sale of such rights, warrants or options) shall be deemed to be outstanding shares of Common Stock for purposes of Sections 9(a) and 9(b) hereof and shall be deemed to have been sold for cash in an amount equal to such price per share and shall cause an adjustment to be made in accordance with Sections 9(a) and 9(b). (D) In case of the sale by the Company for cash of any Convertible Securities, whether or not the right of conversion or exchange thereunder is immediately exercisable, and the price per share for which Common Stock is issuable upon the conversion or exchange of such Convertible Securities (determined by dividing (x) the total amount of consideration received by the Company for the sale of such Convertible Securities, plus the minimum aggregate amount, as set forth in the instrument relating thereto without regard to any antidilution or similar provisions contained therein for a subsequent adjustment of such amount, of additional consideration, if any, other than such Convertible Securities, payable upon the conversion or exchange thereof, by (y) the total maximum number, as set forth in the instrument relating thereto without regard to any antidilution or similar provisions contained therein for a subsequent adjustment of such amount, of shares of Common Stock issuable upon the conversion or exchange of such Convertible Securities) is less than the Market Price of the Common Stock on the date of the sale of such Convertible Securities, then such total maximum number of shares of Common Stock issuable upon the conversion or exchange of such Convertible Securities (as of the date of the sale of such Convertible Securities) shall be deemed to be outstanding shares of Common Stock for purposes of Sections 9(a) and 9(b) hereof and shall be deemed to have been sold for cash in an amount equal to such price per share and shall cause an adjustment to be made in accordance with Sections 9(a) and 9(b). (E) In case the Company shall modify the rights of conversion, exchange or exercise of any of the securities referred to in (C) above or any other securities of the Company convertible, exchangeable or exercisable for shares of Common Stock, for any reason other than an event that would require adjustment to prevent dilution, so that the consideration per share received by the Company after such modification is less than the Market Price on the date prior to such modification, then such securities, to the extent not theretofore exercised, converted or exchanged, shall be conclusive evidence deemed to have expired or terminated immediately prior to the date of such modification and the Company shall be deemed for purposes of calculating any adjustments pursuant to this Section 9 to have issued such new securities upon such new terms on the date of modification. Such adjustment shall become effective as of the correctness date upon which such modification shall take effect. On the expiration or cancellation of adjustmentany such right, warrant or option or the termination or cancellation of any such right to convert or exchange any such Convertible Securities, the Purchase Price then in effect hereunder shall forthwith be readjusted to such Purchase Price as would have obtained (a) had the adjustments made upon the issuance or sale of such rights, warrants, options or Convertible Securities been made upon the basis of the issuance of only the number of shares of Common Stock theretofore actually delivered (and the total consideration received therefor) upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities and (b) had adjustments been made on the basis of the Purchase Price as adjusted under clause (a) for all transactions (which would have affected such adjusted Purchase Price) made after the issuance or sale of such rights, warrants, options or Convertible Securities. (vF) All such adjustments shall be made by the board of directors In case of the Companysale for cash of any shares of Common Stock, which shall be binding on the Holder in the absence of demonstrable error.any Convertible Sec

Adjustment of Exercise Price and Number of Shares. The number of Shares and ------------------------------------------------- kind of securities purchasable on the upon exercise of this Warrant and the Exercise Price shall be adjusted appropriately subject to adjustment from time to time as follows: (ia) In If at any time or from time to time after the event date hereof the Company shall (i) declare a dividend or make any other a distribution on any the Common Stock payable in shares of its capital stock (whether shares of Common Stock or of capital stock of the Company payable in Common Stockany other class), rights to purchase Common Stock(ii) subdivide, reclassify or securities convertible into Common Stock, or shall subdivide recapitalize its outstanding shares of Common Stock into a greater number of shares shares, (iii) combine, reclassify or combine such recapitalize its outstanding stock Common Stock into a smaller number of shares, then or (iv) issue any shares of its capital stock by reclassification of its Common Stock (including any such reclassification in each such eventconnection with a consolidation or a merger in which the Company is the continuing corporation), the number Exercise Price in effect at the time of Shares subject to this Warrant the record date of such dividend, distribution, subdivision, combination, reclassification or recapitalization shall be adjusted so that the Holder shall be entitled to purchase receive upon exercise of this Warrant the aggregate number and kind and number of Shares of Common Stock or other securities of shares which, if this Warrant had been exercised in full immediately prior to such event, the Company that it Holder would have owned or have upon such exercise and been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening by virtue of such event dividend, distribution, subdivision, combination, reclassification or any record date with respect thereto; an recapitalization. Any adjustment made pursuant to required by this subsection (aSection 8(a) shall become effective be made immediately after the record date, in the case of a dividend or distribution, or the effective date date, in the case of a subdivision, combination, reclassification or recapitalization, to allow the purchase of such event retroactive to the record date for such eventaggregate number and kind of shares . (iib) No adjustment in If at any time or from time to time after the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least 1% in the number of Shares purchasable on the exercise of this Warrant; provided, however, that any adjustments that by reason of this subsection (a) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (iii) Whenever the number of Shares purchasable on the exercise of this Warrant is adjusted, as herein provided, the Exercise Price payable on exercise shall be adjusted by multiplying the Exercise Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Shares purchasable on the exercise of this Warrant immediately prior to such adjustment and the denominator of which shall be the number of Shares so purchasable immediately thereafter. (iv) Whenever the number of Shares purchasable on the exercise of this Warrant or the Exercise Price of such Shares is adjusted, as herein provided, date hereof the Company shall cause (i) issue or sell any Common Stock or Common Stock Equivalents (as hereinafter defined) to be promptly mailed by first class mail, postage prepaid, to the Holder of this Warrant notice of such adjustment or adjustments and shall deliver a resolution of the board of directors of the Company setting forth the number of Shares purchasable on the exercise of this Warrant and the Exercise Price of such Shares after such adjustment, setting forth a brief statement of the facts requiring such adjustment, together with the computation by which such adjustment was made. Such resolution, in the absence of manifest error, shall be conclusive evidence of the correctness of adjustment. (v) All such adjustments shall be made by the board of directors of the Company, which shall be binding on the Holder in the absence of demonstrable error.all

Adjustment of Exercise Price and Number of Shares. The number of Shares purchasable on the exercise of this Warrant and the Exercise Price shall be adjusted appropriately from time to time as follows: (i) In the event If the Company shall declare a dividend at any time on or make after the Issuance Date subdivides (by any other distribution on any capital stock split, stock dividend, recapitalization or otherwise) one or more classes of the Company payable in Common Stock, rights to purchase Common Stock, or securities convertible into Common Stock, or shall subdivide its outstanding shares of Common Stock into a greater number of shares shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number of Shares will be proportionately increased. If the Company at any time on or combine such after the Issuance Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding stock Common Shares into a smaller number of shares, then the Exercise Price in each effect immediately prior to such event, combination will be proportionately increased and the number of Shares subject will be proportionately decreased. Any adjustment under this Section 3.1 shall become effective at the close of business on the date such subdivision or combination becomes effective. If, at any time after the date hereof, the Company issues securities, the terms of which could reasonably be deemed to have terms and conditions more favorable than the terms and conditions of this Warrant shall be adjusted so that (each such transaction, a “New Issuance”), including without limitation the issuance of shares of common stock or securities convertible into shares of common stock at a per share price of $0.25 or less (the "Issuance Price"), then the Holder shall be entitled have the right, at its option, to purchase either (i) exchange (any such exchange being an “MFN Exchange”) all or any part of the kind Warrant for the securities offered in the New Issuance on the same terms and number conditions offered in the New Issuance or (ii) receive, upon conversion of Shares this Warrant pursuant to the terms contained herein, shares of Common Stock or other securities common stock of the Company that it would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto; an adjustment made pursuant to this subsection (a) shall become effective immediately after the effective date of such event retroactive to the record date for such event. (ii) No adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least 1% in the number of Shares purchasable based on the exercise of this Warrant; provided, however, that any adjustments that by reason of this subsection Issuance Price. The Company covenants and agrees to promptly give written notice (aan “MFN Notice”) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (iii) Whenever the number of Shares purchasable on the exercise of this Warrant is adjusted, as herein provided, the Exercise Price payable on exercise shall be adjusted by multiplying the Exercise Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Shares purchasable on the exercise of this Warrant immediately prior to such adjustment and the denominator of which shall be the number of Shares so purchasable immediately thereafter. (iv) Whenever the number of Shares purchasable on the exercise of this Warrant or the Exercise Price of such Shares is adjusted, as herein provided, the Company shall cause to be promptly mailed by first class mail, postage prepaid, to the Holder of this Warrant notice the terms and conditions of any such adjustment New Issuance. On or adjustments and shall deliver a resolution prior to the expiration of the board of directors of twenty (20) business day period (the “MFN Review Period”) after the Holder has received the MFN Notice, the Holder shall notify the Company setting forth in writing (the number of Shares purchasable on “MFN Response”) specifying whether it elects to conduct an MFN Exchange or to reduce the exercise conversion price of this Warrant and to the Exercise Price of such Shares after such adjustmentper share purchase price in the New Issuance. The MFN right granted to the Holder herein shall be applicable to all the Shares, setting forth a brief statement irrespective of the facts requiring such adjustment, together with the computation by which such adjustment was made. Such resolution, in the absence Holder's subsequent transfer or other disposition of manifest error, shall be conclusive evidence all or any portion of the correctness of adjustmentShares. (v) All such adjustments shall be made by the board of directors of the Company, which shall be binding on the Holder in the absence of demonstrable error.

Adjustment of Exercise Price and Number of Shares. Purchasable. The Exercise Price and the number of Shares purchasable on upon the ----------- exercise of this each Warrant and the Exercise Price shall be adjusted appropriately are subject to adjustment from time to time as follows:upon the occurrence of the events enumerated in this Section 14. (a) If the Company after the date hereof shall (i) In the event the Company shall declare pay a dividend or make any other distribution on any capital stock in shares of the Company payable in its Common Stock, rights to purchase Common Stock, or securities convertible into Common Stock, or shall (ii) subdivide its the outstanding shares of Common Stock into a greater number of shares, or (iii) combine the outstanding shares or combine such outstanding stock of Common Stock into a smaller number of shares, then than in each any such event, case the Exercise Price in effect immediately prior thereto shall be adjusted to a price obtained by multiplying such Exercise Price by a fraction of which the numerator shall be the number of Shares subject to this Warrant shall be adjusted so that the Holder shall be entitled to purchase the kind and number of Shares shares of Common Stock or other securities outstanding prior to such action and the denominator shall be the number of the Company that it would have owned or have been entitled shares of Common Stock outstanding after giving effect to receive such action. An adjustment made pursuant to clause (i) of this subsection (a) shall become effective immediately after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto; for such dividend or distribution, and an adjustment made pursuant to clause (ii) or (iii) of this subsection (a) shall become effective immediately after the effective date of such event subdivision or combination. (b) In case the Company after the date hereof shall issue rights or warrants to all holders of Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase shares of Common Stock (or securities convertible into or exchangeable for shares of Common Stock) at a price per share less than the then-current market price per share of Common Stock (as determined pursuant to subsection (d) below) on the record date (or, if applicable, the ex- distribution date) mentioned below, the Exercise Price in effect immediately prior thereto shall be adjusted to a price obtained by multiplying such Exercise Price by a fraction of which (i) the numerator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares of Common Stock which the aggregate offering price of the total number of shares so to be offered would purchase at such current market price per share of Common Stock, and (ii) the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock to be offered for subscription or purchase (or upon conversion or exchange). Any such adjustments shall be made whenever such rights or warrants are issued and shall be effective retroactive to the record date for the determination of stockholders entitled to receive such event. (ii) No adjustment rights or warrants. In case such subscription price may be paid in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase consideration part or decrease of at least 1% in the number of Shares purchasable on the exercise of this Warrant; provided, however, that any adjustments that by reason of this subsection (a) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (iii) Whenever the number of Shares purchasable on the exercise of this Warrant is adjusted, as herein provided, the Exercise Price payable on exercise shall be adjusted by multiplying the Exercise Price immediately prior to such adjustment by a fraction, the numerator all of which shall be other than cash, the number value of Shares purchasable on the exercise of this Warrant immediately prior to such adjustment and the denominator of which consideration shall be reasonably determined by the number Board of Shares so purchasable immediately thereafterDirectors of the Company whose determination, as described in a statement filed by the Warrant Agent, shall be conclusive. (ivc) Whenever the number of Shares purchasable on the exercise of this Warrant or the Exercise Price of such Shares is adjusted, as herein provided, In case the Company after the date hereof shall cause distribute to be promptly mailed by first class mail, postage prepaid, to the Holder all holders of this Warrant notice of such adjustment or adjustments and shall deliver a resolution of the board of directors of the Company setting forth the number of Shares purchasable on the exercise of this Warrant and the Exercise Price of such Shares after such adjustment, setting forth a brief statement of the facts requiring such adjustment, together with the computation by which such adjustment was made. Such resolution, in the absence of manifest error, shall be conclusive evidence of the correctness of adjustment. (v) All such adjustments shall be made by the board of directors of the Company, which shall be binding on the Holder in the absence of demonstrable error.Common Stock evidences

Adjustment of Exercise Price and Number of Shares. 5.1 The exercise price and the number of Warrant Shares purchasable on deliverable upon the exercise of this Warrant the Warrants will be subject to adjustment in the event and in the Exercise Price shall be adjusted appropriately from time to time as followsmanner following: (ia) In If and whenever the event the Company shall declare a dividend or make any other distribution on any capital stock common shares of the Company payable in Common Stock, rights to purchase Common Stock, or securities convertible into Common Stock, or shall subdivide its at any time outstanding shares of Common Stock are subdivided into a greater or consolidated into a lesser number of shares the exercise price will be decreased or combine increased proportionately as the case may be; and upon any such outstanding stock into a smaller number of shares, then in each such event, subdivision or consolidation the number of Warrant Shares subject deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be. (b) In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other company, trust, partnership, or other entity, or a sale or conveyance of the property and assets of the Company as an entirety or substantially as an entirety (hereinafter collectively referred to this as a "Reorganization"), each Warrant shall be adjusted so that will after such Reorganization confer the Holder shall be entitled right to purchase the kind and number of Shares of Common Stock shares or other securities of the Company that it (or of the company resulting from such Reorganization) which Granite Financial would have owned or have been entitled to receive upon Reorganization if Granite Financial had been a shareholder at the time of such Reorganization. (c) In any such case, if necessary, appropriate adjustments will be made in the application of the provisions of this Section 5 relating to the rights and interest thereafter of Granite Financial, as the holder of the Warrants, so that the provisions of this Section 5 will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the happening of any Reorganization on the exercise of the events described above, had such Warrant been exercised immediately prior Warrants. (d) The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the happening purposes of such event or any record date with respect thereto; an adjustment made pursuant to this subsection Section 5. (ae) shall The adjustments provided for in this Section 5 are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such event retroactive adjustments. 5.2 If any questions will at any time arise with respect to the record date exercise price or any adjustment provided for in Section 5.1, such event. (ii) No adjustment in questions will be conclusively determined by the number Company's auditors, or, if they decline to so act any other firm of Shares purchasable hereunder shall certified public accountants that the Company may designate and who will have access to all appropriate records and such determination will be required unless such adjustment would require an increase or decrease of at least 1% in binding upon the number of Shares purchasable on the exercise of this Warrant; provided, however, that any adjustments that by reason of this subsection (a) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (iii) Whenever the number of Shares purchasable on the exercise of this Warrant is adjusted, as herein provided, the Exercise Price payable on exercise shall be adjusted by multiplying the Exercise Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Shares purchasable on the exercise of this Warrant immediately prior to such adjustment Company and the denominator of which shall be the number of Shares so purchasable immediately thereafter. (iv) Whenever the number of Shares purchasable on the exercise of this Warrant or the Exercise Price of such Shares is adjusted, as herein provided, the Company shall cause to be promptly mailed by first class mail, postage prepaid, to the Holder of this Warrant notice of such adjustment or adjustments and shall deliver a resolution holder of the board of directors of the Company setting forth the number of Shares purchasable on the exercise of this Warrant and the Exercise Price of such Shares after such adjustment, setting forth a brief statement of the facts requiring such adjustment, together with the computation by which such adjustment was made. Such resolution, in the absence of manifest error, shall be conclusive evidence of the correctness of adjustmentWarrants. (v) All such adjustments shall be made by the board of directors of the Company, which shall be binding on the Holder in the absence of demonstrable error.

Adjustment of Exercise Price and Number of Shares. The number of Shares purchasable on the exercise of this Warrant and the Exercise Price shall be adjusted appropriately from time to time as follows:THE STOCK PURCHASE PRICE AND THE NUMBER OF SHARES PURCHASABLE UPON THE EXERCISE OR CONVERSION OF THIS WARRANT WILL BE SUBJECT TO ADJUSTMENT FROM TIME TO TIME UPON THE OCCURRENCE OF CERTAIN EVENTS DESCRIBED IN THIS SECTION 5. (ia) In the event If the Company shall declare a dividend or make at any other distribution on any capital stock of time subdivides the Company payable in Common Stock, rights to purchase Common Stock, or securities convertible into Common Stock, or shall subdivide its outstanding shares of the Company’s Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced; and conversely, if the Company at any time combines the outstanding shares or combine such outstanding stock of the Company’s Common Stock into a smaller number of shares, then the Exercise Price in effect immediately prior to such combination will be proportionately increased. Upon each such eventadjustment of the Exercise Price, Holder will thereafter be entitled to purchase, at the Exercise Price resulting from such adjustment, the number of Warrant Shares subject to this Warrant shall be adjusted so that the Holder shall be entitled to purchase the kind and number of Shares of Common Stock or other securities of the Company that it would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto; an adjustment made pursuant to this subsection (a) shall become effective immediately after the effective date of such event retroactive to the record date for such event. (ii) No adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least 1% in the number of Shares purchasable on the exercise of this Warrant; provided, however, that any adjustments that by reason of this subsection (a) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (iii) Whenever the number of Shares purchasable on the exercise of this Warrant is adjusted, as herein provided, the Exercise Price payable on exercise shall be adjusted obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Warrant Shares purchasable pursuant hereto immediately prior to such adjustment, and dividing the product thereof by the Exercise Price resulting from such adjustment. (b) If at any time or from time to time the holders of the Company’s Common Stock or Preferred Stock (or other securities at the time receivable upon the exercise of this Warrant) receive or become entitled to receive, without payment therefore: (i) any shares of the Company’s Preferred Stock, Common Stock or any other securities which are at any time directly or indirectly convertible into or exchangeable for Common Stock, or any rights or options to subscribe for, purchase or otherwise acquire any of the foregoing by way of dividend or other distribution; Subscription Agreement Convertible Debenture Series H Sibling Entertainment Group, Inc. Page 29 of 56 June 28, 2006 (ii) any cash paid or payable otherwise than as a regular periodic cash dividend at a rate which is substantially consistent with past practice (or, in the case of an initial dividend, at a rate which is substantially consistent with industry practice); or (iii) any Preferred Stock, Common Stock or other securities or property (including cash) by way of spin-off, split up, reclassification, combination of shares or similar corporate rearrangement (other than shares of the Company’s Common Stock issued as a subdivision of the Company’s Common Stock, adjustments in respect of which will be covered by the terms of Section 5(a) above), then and in each such case, Warrant Holder will, upon the exercise or conversion of this Warrant, be entitled to receive, in addition to the number of Warrant Shares receivable thereupon, and without payment of any additional consideration therefor, the amount of stock and other securities and property (including cash in the cases referred to this Section 5(b) in which cash would be paid or payable) which Warrant Holder would have held on the date of such exercise or conversion had he or it been the holder of record of such Common Stock or Preferred Stock as of the date on which holders of the Company’s Common Stock or Preferred Stock received or became entitled to receive such shares and/or all other additional stock and other securities and property. (c) Any reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company’s assets, or other transaction, in each case which is effected in such a way that the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) equity securities or assets with respect to or in exchange for Common Stock, is referred to herein as an “Organic Change.” Prior to the consummation of any Organic Change, the Company shall make appropriate provision (in form and substance reasonably satisfactory to Warrant Holder) to ensure that Warrant Holder shall, after such Organic Change, have the right to acquire and receive, in lieu of or in addition to (as the case may be) the shares of Common Stock acquirable and receivable upon the exercise of this Warrant immediately prior to such adjustment and the denominator of which shall Organic Change, such shares, securities or assets as may be issued or payable with respect to or in exchange for the number of Shares so purchasable shares of Common Stock immediately thereafter. (iv) Whenever the number of Shares purchasable on the acquirable and receivable upon exercise of this Warrant or the Exercise Price of had such Shares is adjusted, as herein providedOrganic Change not taken place. In any such case, the Company shall cause make appropriate provision (in form and substance reasonably satisfactory to be promptly mailed by first class mail, postage prepaid, Warrant Holder) with respect to Warrant Holder’s rights and interests to ensure that the Holder provisions of this Warrant notice shall thereafter be applicable to the Warrant, including, in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is other than the Company, an immediate adjustment of the Exercise Price to the per share value for the Common Stock or other security, if applicable, assigned or reflected by the terms of such consolidation, merger or sale, and a corresponding immediate adjustment or adjustments and shall deliver a resolution of the board of directors of the Company setting forth in the number of Shares purchasable on shares of Common Stock or equivalent security of the surviving entity acquirable and receivable upon exercise of this Warrant and Warrant, if the value so reflected is less than the Exercise Price of in effect immediately prior to such Shares after consolidation, merger or sale. The Company shall not effect any such adjustmentconsolidation, setting forth a brief statement of merger or sale, unless prior to the facts requiring consummation thereof, the successor entity (if other than the Company) resulting from consolidation or merger or the entity purchasing such adjustmentassets assumes by written instrument (in form and substance reasonably satisfactory to Warrant Holder), together the obligation to deliver to Warrant Holder such shares, securities or assets as, in accordance with the computation by which such adjustment was made. Such resolutionforegoing provisions, in the absence of manifest error, shall Warrant Holder may be conclusive evidence of the correctness of adjustmententitled to acquire. (v) All such adjustments shall be made by the board of directors of the Company, which shall be binding on the Holder in the absence of demonstrable error.

Adjustment of Exercise Price and Number of Shares. The Exercise Price and the number and kind of Shares (or other securities) purchasable on hereunder shall be subject to adjustment as follows: In case the exercise Company shall at any time prior to the expiration of this Warrant and the Exercise Price shall be adjusted appropriately from time to time as follows: Warrant, (i) In the event the Company shall declare pay a dividend or make any other a distribution on any capital stock the outstanding shares of Common Stock in shares of Common Stock of the Company payable in Common StockCompany, rights to purchase Common Stock, or securities convertible into Common Stock, or shall (ii) subdivide its the outstanding shares of Common Stock into a greater larger number of shares or of Common Stock, (iii) combine such the outstanding stock shares of Common Stock into a smaller number of sharesshares of Common Stock, then then, and in each such eventcase, the Exercise Price and number of Shares (or other securities) purchasable hereunder in effect immediately prior to such event shall be adjusted (and any other appropriate actions shall be taken by the Company) so that the holder of this Warrant shall be entitled to receive, for the same aggregate consideration, the number of Shares subject to this Warrant shall be adjusted so that the Holder shall be entitled to purchase the kind and number of Shares shares of Common Stock or other securities of the Company that it the holder would have owned or have been entitled to receive after the happening upon or by reason of any of the events described above, had such this Warrant been exercised (whether or not otherwise then exercisable.) immediately prior to the happening occurrence of such event or any record date with respect thereto; an to any unexercised portion of this Warrant. Any adjustment made pursuant to this subsection (a) Section 7 shall become effective retroactively (i) in the case of any such dividend or distribution, to a date immediately after following the effective date close of such event retroactive to business on the record date for the determination of holders of Common Stock entitled to receive such event. dividend or distribution or (ii) No adjustment in the case of any such subdivision, combination or reclassification, to the close of business on the day upon which such corporate action becomes effective. In case the Company at any time or from time to time shall take any action affecting the Common Stock or its other equity interests, if any, other than an action described above, then an adjustment shall be made in the Exercise Price and number of Shares (or other securities) purchasable hereunder shall in such manner and at such time as the Board of Directors of the Company in good faith determines to be required unless such adjustment would require an increase or decrease of at least 1% equitable in the number of Shares purchasable on the exercise of this Warrant; provided, however, that any adjustments that by reason of this subsection circumstances (a) are not required such determination to be made shall be carried forward and taken into account evidenced in any subsequent adjustment. (iii) Whenever the number of Shares purchasable on the exercise of this Warrant is adjusteda resolution, as herein provided, the Exercise Price payable on exercise shall be adjusted by multiplying the Exercise Price immediately prior to such adjustment by a fraction, the numerator certified copy of which shall be mailed to the number of Shares purchasable on the exercise holder of this Warrant immediately prior to such adjustment and the denominator of which shall be the number of Shares so purchasable immediately thereafterWarrant). (iv) Whenever the number of Shares purchasable on the exercise of this Warrant or the Exercise Price of such Shares is adjusted, as herein provided, the Company shall cause to be promptly mailed by first class mail, postage prepaid, to the Holder of this Warrant notice of such adjustment or adjustments and shall deliver a resolution of the board of directors of the Company setting forth the number of Shares purchasable on the exercise of this Warrant and the Exercise Price of such Shares after such adjustment, setting forth a brief statement of the facts requiring such adjustment, together with the computation by which such adjustment was made. Such resolution, in the absence of manifest error, shall be conclusive evidence of the correctness of adjustment. (v) All such adjustments shall be made by the board of directors of the Company, which shall be binding on the Holder in the absence of demonstrable error.

Adjustment of Exercise Price and Number of Shares. The number of Shares purchasable on the exercise of this Warrant and the Exercise Price shall be adjusted appropriately from time to time as follows: (ia) In the event that the Company shall declare a dividend or make at any other distribution on any capital stock time prior to the expiration of this Warrant subdivide the Company payable in outstanding shares of Common Stock, rights to purchase Common Stock, or securities convertible into Common Stock, Stock or shall subdivide issue a stock dividend on its outstanding shares of Common Stock into a greater payable in shares of Common Stock, then the number of shares or combine such outstanding stock into a smaller number of shares, then in each such event, the number of Shares subject to this Warrant shall be adjusted so that the Holder shall be entitled to purchase the kind and number of Shares of Common Stock or other securities of the Company that it would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto; an adjustment made pursuant to this subsection (a) shall become effective immediately after the effective date of such event retroactive to the record date for such event. (ii) No adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least 1% in the number of Shares purchasable on the exercise of this Warrant; provided, however, that any adjustments that by reason of this subsection (a) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (iii) Whenever the number of Shares purchasable on the exercise of this Warrant is adjusted, as herein provided, the Exercise Price payable on exercise shall be adjusted by multiplying the Exercise Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Shares purchasable on the issuable upon exercise of this Warrant immediately prior to such adjustment subdivision or to the issuance of such stock dividend shall be proportionately increased, and the denominator of which Exercise Price shall be proportionately decreased, and in the event that the Company shall at any time combine the outstanding shares of Common Stock then the number of Shares so purchasable shares of Common Stock issuable upon exercise of this Warrant immediately thereafterprior to such combination shall be proportionately decreased, and the Exercise Price shall be proportionately increased, effective at the close of business on the date of such subdivision, stock dividend or combination, as the case may be. (ivb) Whenever In the case of any reclassification, recapitalization or change in the Common Stock (other than any action for which adjustment is made pursuant to Section 5(a) hereof), the Company shall execute a new warrant providing that the Holder of this Warrant shall have the right to exercise such new warrant and to procure upon such exercise and payment of the same aggregate Exercise Price, in lieu of the shares of Common Stock theretofore exercisable upon exercise of this Warrant, the kind and amount of shares, other securities, money or property receivable upon such reclassification, recapitalization or change of the Common Stock. In any such case appropriate provisions shall be made with respect to the rights and interest of the Holder so that the provisions hereof shall thereafter be applicable with respect to any shares of stock or other securities and property deliverable upon exercise hereof, and appropriate adjustments shall be made to the purchase price per share payable hereunder, provided the aggregate purchase price shall remain the same. (c) No adjustment on account of cash dividends shall be made to the Exercise Price under this Warrant. (i) If at any time prior to the expiration of this Warrant the Company shall issue any Common Stock or securities exercisable for or convertible into Common Stock without consideration or for a consideration per share less than the Exercise Price in effect immediately prior to the issuance of such Common Stock (excluding stock dividends, subdivisions, split-ups, combinations, dividends or recapitalizations which are covered by Sections 5(a) and (b)), the Exercise Price in effect after each such issuance shall thereafter (except as provided in this Section 5(d)) be adjusted to a price equal to the quotient obtained by dividing: (A) an amount equal to the sum of (1) the total number of Shares purchasable on the shares of Common Stock outstanding (including any shares of Common Stock issuable upon exercise of this Warrant or deemed to have been issued pursuant to subdivision (ii) (C) of this clause (d) below) immediately prior to such issuance multiplied by the Exercise Price in effect immediately prior to such issuance, plus (2) the consideration received by the Company upon such issuance, by (B) the total number of shares of Common Stock outstanding (including any shares of Common Stock issuable upon exercise of this Warrant or deemed to have been issued pursuant to subdivision (ii) (C) of this clause (d) below) immediately prior to such issuance plus the additional shares of Common Stock or securities exercisable for or convertible into Common Stock issued in such issuance (but not including any additional shares of Common Stock deemed to be issued as a result of any adjustment in the Exercise Price resulting from such issuance). (ii) For purposes of any adjustment of the Exercise Price pursuant to this clause (d), the following provisions shall be applicable: (A) In the case of the issuance of Common Stock for cash, the consideration shall be deemed to be the amount of cash paid therefor after deducting any discounts, commissions or fees paid or incurred by the Company in connection with the issuance and sale thereof. (B) In the case of the issuance of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined by the Board of Directors of the Company, irrespective of any accounting treatment; provided, however, that if, at the time of such Shares determination, the Company's Common Stock is adjustedtraded in the over-the-counter market or on a national or regional securities exchange, such fair market value as determined by the Board of Directors of the Company shall not exceed the aggregate fair market value of the shares of Common Stock being issued as determined in accordance with the procedures set forth in Section 2(c) hereof. (C) In the case of the issuance of (1) options to purchase or rights to subscribe for Common Stock, (2) securities by their terms convertible into or exchangeable for Common Stock, or (3) options to purchase or rights to subscribe for such convertible or exchangeable securities: (w) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options to purchase or rights to subscribe for Common Stock shall be deemed to have been issued at the time such options or rights were issued and for a consideration equal to the consideration (determined in the manner provided in subdivisions (A) and (B) above), if any, received by the Company upon the issuance of such options or rights plus the minimum purchase price provided in such options or rights for the Common Stock covered thereby; (x) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities or upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion or exchange thereof, shall be deemed to have been issued at the time such securities were issued or such options or rights were issued and for consideration equal to the consideration received by the Company for any such securities and related options or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the minimum additional consideration, if any, to be received by the Company upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in subdivisions (A) and (B) above); (y) on any change in the number of shares of Common Stock deliverable upon exercise of any such options or rights or conversion of or exchange for such convertible or exchangeable securities, or on any change in the minimum purchase price of such options, rights or securities, other than a change resulting from the antidilution provisions of such options, rights or securities, the Exercise Price shall forthwith be readjusted to such Exercise Price as would have obtained had the adjustment made upon the issuance of such options, right or securities not exercised, converted or exchanged prior to such change, as the case may be, been made upon the basis of such change; and (z) on the expiration of any such options or rights, the termination of any such rights to convert or exchange or the expiration of any options or rights related to such convertible or exchangeable securities, the Exercise Price shall forthwith be readjusted to such Exercise Price as would have obtained had the adjustment made upon the issuance of such options, rights, convertible or exchangeable securities or options or rights related to such convertible or exchangeable securities, as the case may be, been made upon the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options or rights, upon the conversion or exchange of such convertible or exchangeable securities or upon the exercise of the options or rights related to such convertible or exchangeable securities, as the case may be. (iii) Anything herein providedto the contrary notwithstanding, the Company shall cause not be required to make any adjustments to the Exercise Price upon the occurrence of any of the following events: (A) the issuance of Common Stock upon conversion of warrants, options or other instruments or securities directly or indirectly convertible or exchangeable for Common Stock outstanding on the date of this Warrant; (B) the issuance of shares of Common Stock upon exercise of options granted or to be promptly mailed granted by first class mailthe Company to employees, postage prepaidofficers, consultants and directors of the Company; (C) the issuance of shares of Common Stock in accordance with the terms and conditions of the Company's employee stock ownership plan; or (D) the issuance of securities exercisable for or convertible into Common Stock in the transaction disclosed on Exhibit B to the Holder Warrant Purchase Agreement. (e) If at any time while this Warrant, or any portion hereof, is outstanding and unexpired there shall be (i) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (ii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash, or otherwise, or (iii) a sale or transfer of the Company's properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the holder of this Warrant notice shall thereafter be entitled to receive upon exercise of such adjustment or adjustments this Warrant, during the period specified herein and shall deliver a resolution upon payment of the board of directors of the Company setting forth Exercise Price then in effect, the number of Shares purchasable on shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon exercise of this Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Warrant had been exercised immediately before such reorganization, merger, consolidation, sale or transfer, all subject to further adjustment as provided in this Section 5. The foregoing provisions of this Section 5(e) shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation that are at the time receivable upon the exercise of this Warrant and the Exercise Price of such Shares after such adjustment, setting forth a brief statement of the facts requiring such adjustment, together with the computation by which such adjustment was made. Such resolution, in the absence of manifest error, shall be conclusive evidence of the correctness of adjustmentWarrant. (v) All such adjustments shall be made by the board of directors of the Company, which shall be binding on the Holder in the absence of demonstrable error.

Adjustment of Exercise Price and Number of Shares. The number of Shares purchasable on the exercise of this Warrant and the Exercise Price shall be adjusted appropriately from time to time as follows: (ia) In the event that the Company shall declare a dividend or make at any other distribution on any capital stock time prior to the expiration of this Warrant subdivide the Company payable in outstanding shares of Common Stock, rights to purchase Common Stock, or securities convertible into Common Stock, Stock or shall subdivide issue a stock dividend on its outstanding shares of Common Stock into a greater payable in shares of Common Stock, then the number of shares or combine such outstanding stock into a smaller number of shares, then in each such event, the number of Shares subject to this Warrant shall be adjusted so that the Holder shall be entitled to purchase the kind and number of Shares of Common Stock or other securities of the Company that it would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto; an adjustment made pursuant to this subsection (a) shall become effective immediately after the effective date of such event retroactive to the record date for such event. (ii) No adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least 1% in the number of Shares purchasable on the exercise of this Warrant; provided, however, that any adjustments that by reason of this subsection (a) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (iii) Whenever the number of Shares purchasable on the exercise of this Warrant is adjusted, as herein provided, the Exercise Price payable on exercise shall be adjusted by multiplying the Exercise Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Shares purchasable on the issuable upon exercise of this Warrant immediately prior to such adjustment subdivision or to the issuance of such stock dividend shall be proportionately increased, and the denominator of which Exercise Price shall be proportionately decreased, and in the event that the Company shall at any time combine the outstanding shares of Common Stock then the number of Shares so purchasable immediately thereafter. (iv) Whenever the number shares of Shares purchasable on the Common Stock issuable upon exercise of this Warrant or immediately prior to such combination shall be proportionately decreased, and the Exercise Price shall be proportionately increased, effective at the close of business on the date of such Shares is adjustedsubdivision, stock dividend or combination, as herein providedthe case may be. (b) In the case of any reclassification, recapitalization or change in the Common Stock (other than any action for which adjustment is made pursuant to Section 5(a) hereof), the Company shall cause to be promptly mailed by first class mail, postage prepaid, to execute a new warrant providing that the Holder of this Warrant notice of shall have the right to exercise such adjustment or adjustments new warrant and shall deliver a resolution to procure upon such exercise and payment of the board of directors same aggregate Exercise Price, in lieu of the Company setting forth the number shares of Shares purchasable on the Common Stock theretofore exercisable upon exercise of this Warrant Warrant, the kind and the Exercise Price amount of shares, other securities, money or property receivable upon such Shares after such adjustmentreclassification, setting forth a brief statement recapitalization or change of the facts requiring Common Stock. In any such adjustment, together with the computation by which such adjustment was made. Such resolution, in the absence of manifest error, case appropriate provisions shall be conclusive evidence made with respect to the rights and interest of the correctness Holder so that the provisions hereof shall thereafter be applicable with respect to any shares of adjustment. (v) All such stock or other securities and property deliverable upon exercise hereof, and appropriate adjustments shall be made by to the board purchase price per share payable hereunder, provided the aggregate purchase price shall remain the same. (c) No adjustment on account of directors of the Company, which cash dividends shall be binding on made to the Holder in Exercise Price under this Warrant. (i) If at any time prior to the absence expiration of demonstrable error.this Warrant the Company shall issue any Common Stock or securities exercisable for or convertible into Common Stock without consideration or for a consideration per share less than

Adjustment of Exercise Price and Number of Shares. The number In order to prevent dilution of Shares purchasable on the exercise of purchase rights granted under this Warrant and Warrant, the Exercise Price shall be adjusted appropriately subject to adjustment from time to time as provided in this Section 2, and the number of shares of Common Stock obtainable upon exercise of this Warrant shall be subject to adjustment from time to time as provided in this Section 2. (a) The Exercise Price shall be subject to adjustment as follows: (i) In the event case the Company shall declare at any time or from time to time after the Date of Issuance (A) pay a dividend or make any other a distribution on any capital stock in shares of the Company payable in Common Stock, rights to purchase Common Stock, Stock or securities convertible Convertible Securities into Common Stock, (B) subdivide or shall subdivide its reclassify the outstanding shares of Common Stock into a greater number of shares of Common Stock, (C) combine or combine such reclassify the outstanding stock shares of Common Stock into a smaller number of shares, then or (D) otherwise issue by reclassification of the shares of Common Stock any shares of capital stock of the Company, then, and in each such eventcase, the Exercise Price in effect immediately prior to such action and the number of Shares subject to shares of Common Stock obtainable upon exercise of this Warrant shall be proportionately adjusted so that the Holder holder of this Warrant shall be entitled to purchase receive the kind and number of Shares shares of Common Stock or other securities of the Company that it upon exercise of this Warrant which such holder would have owned or have been entitled to receive after the happening of any of the events described above, above had such Warrant been exercised immediately prior to the happening of such event or any the record date with respect thereto; an therefor, whichever is earlier. An adjustment made pursuant to this subsection Section 2(a)(i) shall become applicable (ax) in the case of any such dividend or distribution, immediately after the close of business on the record date for the determination of holders of shares of Common Stock entitled to receive such dividend or distribution and (y) in the case of any such subdivision, reclassification or combination, at the close of business on the day upon which such corporate action becomes effective. Such adjustment shall be made successively. (ii) In case the Company shall at any time or from time to time after the Date of Issuance declare, order, pay or make a dividend or other distribution (including without limitation any distribution of stock or other securities, evidences of indebtedness, property or assets or rights or warrants to subscribe for securities of the Company or any of its Subsidiaries) on its Common Stock (other than (A) regular quarterly dividends payable in cash or (B) dividends or distributions of shares of Common Stock referred to in Section 2(a)(i)) (any one of the foregoing other than the items specified in clause (A) or (B) referred to as "SECURITIES OR ASSETS"), then and in each such case, unless the Company elects to reserve shares or other units of such Securities or Assets for distribution to the holders of the Series 2 Warrants upon the exercise of such Series 2 Warrants so that any such holder exercising its Series 2 Warrants will receive upon such exercise, in addition to the shares of the Common Stock to which such holder is entitled, the amount and kind of such Securities or Assets which such holder would have received if such holder had, immediately prior to the record date for the distribution of the Securities or Assets, exercised its Warrant for Common Stock, the Exercise Price shall be adjusted so that such Exercise Price shall equal the price determined by multiplying the Exercise Price in effect immediately prior to the date of such distribution by a fraction of which the numerator shall be the Current Market Price of the Common Stock on such record date less the then fair market value (as determined by the Board in good faith) of the portion of the capital stock or assets or evidences of indebtedness so distributed or of such rights or warrants applicable to one share of Common Stock, and of which the denominator shall be the Current Market Price of the Common Stock on such record date; provided, however, that if the then fair market value (as so determined) of the portion of the Securities or Assets so distributed applicable to one share of Common Stock is equal to or greater than the Current Market Price of the Common Stock on the record date mentioned above, in lieu of the foregoing adjustment, adequate provision shall be made so that each holder of the Series 2 Warrants shall have the right to receive the amount and kind of Securities or Assets which such holder would have received had such holder exercised its Warrant immediately prior to the record date for the distribution of the Securities or Assets. Such adjustment shall become effective immediately after the effective date of such event retroactive to the record date for the determination of shareholders entitled to receive such event. (ii) No adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least 1% in the number of Shares purchasable on the exercise of this Warrant; provided, however, that any adjustments that by reason of this subsection (a) are not required to be made shall be carried forward and taken into account in any subsequent adjustmentdistribution. (iii) Whenever In case the number Company shall issue or sell any Common Stock (or rights, Options, warrants or other Convertible Securities) (collectively, "ADDITIONAL SHARES") at any time after the date hereof until January 3, 2006 without consideration or for a consideration per share (or having a exercise, exchange or exercise price per share) (such per share amount, the "SALE PRICE") less than the greater of Shares purchasable (A) the Current Market Price per share of Common Stock on the exercise date preceding the earlier of this Warrant is adjustedthe issuance or public announcement of the issuance of such Additional Shares of Common Stock and (B) the Exercise Price as of the date of such issuance of shares (or, in the case of Convertible Securities, less than the greater of the Current Market Price or the Exercise Price, as herein providedthe case may be, as of the date of issuance of the rights, Options, warrants or other securities in respect of which shares of Common Stock were issued) then, and in each such case, the Exercise Price payable on exercise shall be adjusted reduced to an amount determined by multiplying (A) the Exercise Price in effect on the day immediately prior to such adjustment date by (B) a fraction, the numerator of which shall be the sum of (1) the number of Shares purchasable on the exercise shares of this Warrant Common Stock outstanding immediately prior to such adjustment sale or issuance multiplied by the greater of (a) the then applicable Exercise Price per share and (b) the Current Market Price per share of Common Stock on the date preceding the earlier of the issuance or public announcement of the issuance of such Additional Shares of Common Stock (the greater of (a) and (b) above hereinafter referred to as the "ADJUSTMENT PRICE") and (2) the aggregate consideration receivable by the Company for the total number of shares of Common Stock so issued (or into or for which the rights, Options, warrants or other securities are convertible, exercisable or exchangeable), and the denominator of which shall be equal to the product of (I) the sum of (x) the total number of shares of Common Stock outstanding immediately prior to such sale or issue and (y) the number of Shares so purchasable immediately thereafter. additional shares of Common Stock issued (iv) Whenever or into or for which the number of Shares purchasable on the exercise of this Warrant rights, Options, warrants or the Exercise Price of such Shares is adjustedother securities may be converted, as herein providedexercised or exchanged), the Company shall cause to be promptly mailed multiplied by first class mail, postage prepaid, to the Holder of this Warrant notice of such adjustment or adjustments and shall deliver a resolution of the board of directors of the Company setting forth the number of Shares purchasable on the exercise of this Warrant and the Exercise Price of such Shares after such adjustment, setting forth a brief statement of the facts requiring such adjustment, together with the computation by which such adjustment was made. Such resolution, in the absence of manifest error, shall be conclusive evidence of the correctness of adjustment. (v) All such adjustments shall be made by the board of directors of the Company, which shall be binding on the Holder in the absence of demonstrable error.II)

Adjustment of Exercise Price and Number of Shares. The number of Shares and kind of securities purchasable on the upon exercise of this Warrant and the Exercise Price shall be adjusted appropriately subject to adjustment from time to time as follows: (ia) In If at any time or from time to time after the event date hereof the Company shall (i) declare a dividend or make any other a distribution on any the Common Stock payable in shares of its capital stock (whether shares of Common Stock or of capital stock of the Company payable in Common Stockany other class), rights to purchase Common Stock(ii) subdivide, reclassify or securities convertible into Common Stock, or shall subdivide recapitalize its outstanding shares of Common Stock into a greater number of shares shares, (iii) combine, reclassify or combine such recapitalize its outstanding stock Common Stock into a smaller number of shares, then or (iv) issue any shares of its capital stock by reclassification of its Common Stock (including any such reclassification in each such eventconnection with a consolidation or a merger in which the Company is the continuing corporation), the number Exercise Price in effect at the time of Shares subject to this Warrant the record date of such dividend, distribution, subdivision, combination, reclassification or recapitalization shall be adjusted so that the Holder shall be entitled to purchase receive upon exercise of this Warrant the aggregate number and kind and number of Shares of Common Stock or other securities of shares which, if this Warrant had been exercised in full immediately prior to such event, the Company that it Holder would have owned or have upon such exercise and been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening by virtue of such event dividend, distribution, subdivision, combination, reclassification or any record date with respect thereto; an recapitalization. Any adjustment made pursuant to required by this subsection (aSection 8(a) shall become effective be made immediately after the record date, in the case of a dividend or distribution, or the effective date date, in the case of a subdivision, combination, reclassification or recapitalization, to allow the purchase of such event retroactive to the record date for such eventaggregate number and kind of shares. (iib) No adjustment in If at any time or from time to time after the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least 1% in the number of Shares purchasable on the exercise of this Warrant; provided, however, that any adjustments that by reason of this subsection (a) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (iii) Whenever the number of Shares purchasable on the exercise of this Warrant is adjusted, as herein provided, the Exercise Price payable on exercise shall be adjusted by multiplying the Exercise Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Shares purchasable on the exercise of this Warrant immediately prior to such adjustment and the denominator of which shall be the number of Shares so purchasable immediately thereafter. (iv) Whenever the number of Shares purchasable on the exercise of this Warrant or the Exercise Price of such Shares is adjusted, as herein provided, date hereof the Company shall cause (i) issue or sell any Common Stock or Common Stock Equivalents (as hereinafter defined) to be promptly mailed by first class mail, postage prepaid, to the Holder of this Warrant notice of such adjustment or adjustments and shall deliver a resolution of the board of directors of the Company setting forth the number of Shares purchasable on the exercise of this Warrant and the Exercise Price of such Shares after such adjustment, setting forth a brief statement of the facts requiring such adjustment, together with the computation by which such adjustment was made. Such resolution, in the absence of manifest error, shall be conclusive evidence of the correctness of adjustment. (v) All such adjustments shall be made by the board of directors of the Company, which shall be binding on the Holder in the absence of demonstrable error.all

Adjustment of Exercise Price and Number of Shares. The number of Shares purchasable on the exercise of this Warrant and the Exercise Price shall be adjusted appropriately from time to time as follows:THE STOCK PURCHASE PRICE AND THE NUMBER OF SHARES PURCHASABLE UPON THE EXERCISE OR CONVERSION OF THIS WARRANT WILL BE SUBJECT TO ADJUSTMENT FROM TIME TO TIME UPON THE OCCURRENCE OF CERTAIN EVENTS DESCRIBED IN THIS SECTION 5. (ia) In the event If the Company shall declare a dividend or make at any other distribution on any capital stock of time subdivides the Company payable in Common Stock, rights to purchase Common Stock, or securities convertible into Common Stock, or shall subdivide its outstanding shares of the Company’s Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced; and conversely, if the Company at any time combines the outstanding shares or combine such outstanding stock of the Company’s Common Stock into a smaller number of shares, then the Exercise Price in effect immediately prior to such combination will be proportionately increased. Upon each such eventadjustment of the Exercise Price, Holder will thereafter be entitled to purchase, at the Exercise Price resulting from such adjustment, the number of Warrant Shares subject to this Warrant shall be adjusted so that the Holder shall be entitled to purchase the kind and number of Shares of Common Stock or other securities of the Company that it would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto; an adjustment made pursuant to this subsection (a) shall become effective immediately after the effective date of such event retroactive to the record date for such event. (ii) No adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least 1% in the number of Shares purchasable on the exercise of this Warrant; provided, however, that any adjustments that by reason of this subsection (a) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (iii) Whenever the number of Shares purchasable on the exercise of this Warrant is adjusted, as herein provided, the Exercise Price payable on exercise shall be adjusted obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Warrant Shares purchasable pursuant hereto immediately prior to such adjustment, and dividing the product thereof by the Exercise Price resulting from such adjustment. (b) If at any time or from time to time the holders of the Company’s Common Stock or Preferred Stock (or other securities at the time receivable upon the exercise of this Warrant) receive or become entitled to receive, without payment therefore: (i) any shares of the Company’s Preferred Stock, Common Stock or any other securities which are at any time directly or indirectly convertible into or exchangeable for Common Stock, or any rights or options to subscribe for, purchase or otherwise acquire any of the foregoing by way of dividend or other distribution; Subscription Agreement Convertible Debenture Series H Sibling Entertainment Group, Inc. Page 35 of 56 June 28, 2006 (ii) any cash paid or payable otherwise than as a regular periodic cash dividend at a rate which is substantially consistent with past practice (or, in the case of an initial dividend, at a rate which is substantially consistent with industry practice); or (iii) any Preferred Stock, Common Stock or other securities or property (including cash) by way of spin-off, split up, reclassification, combination of shares or similar corporate rearrangement (other than shares of the Company’s Common Stock issued as a subdivision of the Company’s Common Stock, adjustments in respect of which will be covered by the terms of Section 5(a) above), then and in each such case, Warrant Holder will, upon the exercise or conversion of this Warrant, be entitled to receive, in addition to the number of Warrant Shares receivable thereupon, and without payment of any additional consideration therefor, the amount of stock and other securities and property (including cash in the cases referred to this Section 5(b) in which cash would be paid or payable) which Warrant Holder would have held on the date of such exercise or conversion had he or it been the holder of record of such Common Stock or Preferred Stock as of the date on which holders of the Company’s Common Stock or Preferred Stock received or became entitled to receive such shares and/or all other additional stock and other securities and property. (c) Any reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company’s assets, or other transaction, in each case which is effected in such a way that the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) equity securities or assets with respect to or in exchange for Common Stock, is referred to herein as an “Organic Change.” Prior to the consummation of any Organic Change, the Company shall make appropriate provision (in form and substance reasonably satisfactory to Warrant Holder) to ensure that Warrant Holder shall, after such Organic Change, have the right to acquire and receive, in lieu of or in addition to (as the case may be) the shares of Common Stock acquirable and receivable upon the exercise of this Warrant immediately prior to such adjustment and the denominator of which shall Organic Change, such shares, securities or assets as may be issued or payable with respect to or in exchange for the number of Shares so purchasable shares of Common Stock immediately thereafter. (iv) Whenever the number of Shares purchasable on the acquirable and receivable upon exercise of this Warrant or the Exercise Price of had such Shares is adjusted, as herein providedOrganic Change not taken place. In any such case, the Company shall cause make appropriate provision (in form and substance reasonably satisfactory to be promptly mailed by first class mail, postage prepaid, Warrant Holder) with respect to Warrant Holder’s rights and interests to ensure that the Holder provisions of this Warrant notice shall thereafter be applicable to the Warrant, including, in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is other than the Company, an immediate adjustment of the Exercise Price to the per share value for the Common Stock or other security, if applicable, assigned or reflected by the terms of such consolidation, merger or sale, and a corresponding immediate adjustment or adjustments and shall deliver a resolution of the board of directors of the Company setting forth in the number of Shares purchasable on shares of Common Stock or equivalent security of the surviving entity acquirable and receivable upon exercise of this Warrant and Warrant, if the value so reflected is less than the Exercise Price of in effect immediately prior to such Shares after consolidation, merger or sale. The Company shall not effect any such adjustmentconsolidation, setting forth a brief statement of merger or sale, unless prior to the facts requiring consummation thereof, the successor entity (if other than the Company) resulting from consolidation or merger or the entity purchasing such adjustmentassets assumes by written instrument (in form and substance reasonably satisfactory to Warrant Holder), together the obligation to deliver to Warrant Holder such shares, securities or assets as, in accordance with the computation by which such adjustment was made. Such resolutionforegoing provisions, in the absence of manifest error, shall Warrant Holder may be conclusive evidence of the correctness of adjustmententitled to acquire. (v) All such adjustments shall be made by the board of directors of the Company, which shall be binding on the Holder in the absence of demonstrable error.

Adjustment of Exercise Price and Number of Shares. The Subject to the provisions of Section 2 hereof, the number and kind of Shares securities purchasable on upon the exercise of this Warrant and the Exercise Price therefor shall be adjusted appropriately subject to adjustment from time to time upon the occurrence of certain events, as follows: (i) A. In the event the Company shall declare a dividend or make at any other distribution on any capital stock time subdivide the outstanding shares of the Company payable in Common Stock, rights to purchase Common Stock, or securities convertible into Common Stock, or shall subdivide issue a stock dividend on its outstanding Common Stock, the number of Shares issuable upon exercise of this Warrant immediately prior to such subdivision or to the issuance of such stock dividend shall be proportionately increased, and the Exercise Price shall be proportionately decreased, and in the event the Company shall at any time combine the outstanding shares of Common Stock, the number of Shares issuable upon exercise of this Warrant immediately prior to such combination shall be proportionately decreased, and the Exercise Price shall be proportionately increased, effective at the close of business on the date of such subdivision, stock dividend or combination, as the case may be. B. If the Company is recapitalized through the subdivision or combination of its outstanding shares of Common Stock into a greater number of shares larger or combine such outstanding stock into a smaller number of shares, then in each such event, the number of Shares subject to this Warrant shall be adjusted so that the Holder shall be entitled to purchase the kind and number of Shares shares of Common Stock for which this Warrant may be exercised shall be increased or other securities of the Company that it would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto; an adjustment made pursuant to this subsection (a) shall become effective immediately after the effective date of such event retroactive to the record date for such event. (ii) No adjustment reduced in the number of Shares purchasable hereunder shall be required unless such adjustment would require an same proportion as the increase or decrease of at least 1% in the number outstanding shares of Shares purchasable on Common Stock and the exercise of this Warrant; provided, however, that any adjustments that by reason of this subsection (a) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (iii) Whenever the number of Shares purchasable on the exercise of this Warrant is adjusted, as herein provided, the then applicable Exercise Price payable on exercise shall be adjusted by multiplying the Exercise Price such number of shares of Common Stock purchasable upon exercise hereof immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Shares purchasable on the exercise of this Warrant immediately prior to such adjustment subdivision or combination and the denominator of which shall be the number of Shares so shares of Common Stock purchasable immediately thereafterfollowing such subdivision or combination. C. Subject to Section 2 hereof, in the event of any reorganization or reclassification of the outstanding Shares (ivother than a change in par value, or from no par value to par value, or par value to no par value, or as a result of a subdivision or combination) Whenever or in the event of any consolidation or merger of the Company with or into another entity in which more than 50% of the voting power of the Company is disposed of, at any time prior to the expiration of this Warrant, the Holder shall have the right, but not the obligation, to exercise this Warrant. Upon such exercise, the Holder shall have the right to receive the same kind and number of Shares purchasable on and other securities, cash or other property as would have been distributed to the Holder upon such reorganization, reclassification, consolidation or merger had the Holder been the holder of record of such date for determining those entitled to receive any such distribution. The Holder shall pay upon such exercise of this Warrant or the Exercise Price that otherwise would have been payable pursuant to the terms of this Warrant. If any such reorganization, reclassification, consolidation or merger results in a cash distribution in excess of the Exercise Price provided by this Warrant, the Holder may, at the Holder’s option, exercise this Warrant without making payment of the Exercise Price, and in such case the Company shall, upon distribution to the Holder, consider the Exercise Price to have been paid in full, and in making settlement to the Holder, shall deduct an amount equal to the Exercise Price from the amount payable to the Holder. D. If the Company shall, at any time prior to the expiration of this Warrant, dissolve, liquidate or wind up its affairs, the Holder shall have the right, but not the obligation, to exercise this Warrant. Upon such exercise, prior to such dissolution, liquidation or winding up, the Holder shall have the right to receive, in lieu of the shares of the Company that the Holder otherwise would have been entitled to receive, the same kind and amount of assets as would have been issued, distributed or paid to the Holder upon any such dissolution, liquidation or winding up with respect to the Shares had the Holder been the holder of record of such Shares is adjusteddate for determining those entitled to receive any such distribution. If any such dissolution, as herein providedliquidation or winding up results in any cash distribution in excess of the Exercise Price provided for by this Warrant, the Holder may, at the Holder’s option, exercise this Warrant without making payment of the Exercise Price and, in such case, the Company shall cause to be promptly mailed by first class mailshall, postage prepaid, upon distribution to the Holder of this Warrant notice of such adjustment or adjustments and shall deliver a resolution of the board of directors of the Company setting forth the number of Shares purchasable on the exercise of this Warrant and Holder, consider the Exercise Price to have been paid in full, and in making settlement to the Holder, shall deduct an amount equal to the Exercise Price from the amount payable to the Holder. E. The Company may retain a firm of independent public accountants of recognized standing (who may be any such Shares after firm regularly employed by the Company) to make any computation required under this Section 4, and a certificate signed by such adjustment, setting forth a brief statement of the facts requiring such adjustment, together with the computation by which such adjustment was made. Such resolution, in the absence of manifest error, firm shall be conclusive evidence of the correctness of adjustmentany computation made under this Section 4. (v) All F. Whenever the number of shares shall be adjusted as required by the provisions of this Section 4, the Company forthwith shall file in the custody of its secretary or an assistant secretary, at its principal office, an Officer’s Certificate showing the adjusted number of shares and setting forth in reasonable detail the circumstances requiring the adjustment. Each such adjustments Officer’s Certificate shall be made available at all reasonable times during reasonable hours for inspection by the board of directors of the Company, which shall be binding on the Holder in the absence of demonstrable errorHolder.

Adjustment of Exercise Price and Number of Shares. The number In order to prevent dilution of Shares purchasable on the exercise of purchase rights granted under this Warrant and Warrant, the Exercise Price shall be adjusted appropriately subject to adjustment from time to time as provided in this Section 2, and the number of shares of Common Stock obtainable upon exercise of this Warrant shall be subject to adjustment from time to time as provided in this Section 2. (a) The Exercise Price shall be subject to adjustment as follows: (i) In the event case the Company shall declare at any time or from time to time after the Date of Issuance (A) pay a dividend or make any other a distribution on any capital stock in shares of the Company payable in Common Stock, rights to purchase Common Stock, Stock or securities convertible Convertible Securities into Common Stock, (B) subdivide or shall subdivide its reclassify the outstanding shares of Common Stock into a greater number of shares of Common Stock, (C) combine or combine such reclassify the outstanding stock shares of Common Stock into a smaller number of shares, then or (D) otherwise issue by reclassification of the shares of Common Stock any shares of capital stock of the Company, then, and in each such eventcase, the Exercise Price in effect immediately prior to such action and the number of Shares subject to shares of Common Stock obtainable upon exercise of this Warrant shall be proportionately adjusted so that the Holder holder of this Warrant shall be entitled to purchase receive the kind and number of Shares shares of Common Stock or other securities of the Company that it upon exercise of this Warrant which such holder would have owned or have been entitled to receive after the happening of any of the events described above, above had such Warrant been exercised immediately prior to the happening of such event or any the record date with respect thereto; an therefor, whichever is earlier. An adjustment made pursuant to this subsection Section 2(a)(i) shall become applicable (ax) in the case of any such dividend or distribution, immediately after the close of business on the record date for the determination of holders of shares of Common Stock entitled to receive such dividend or distribution and (y) in the case of any such subdivision, reclassification or combination, at the close of business on the day upon which such corporate action becomes effective. Such adjustment shall be made successively. (ii) In case the Company shall at any time or from time to time after the Date of Issuance declare, order, pay or make a dividend or other distribution (including without limitation any distribution of stock or other securities, evidences of indebtedness, property or assets or rights or warrants to subscribe for securities of the Company or any of its Subsidiaries) on its Common Stock (other than (A) regular quarterly dividends payable in cash or (B) dividends or distributions of shares of Common Stock referred to in Section 2(a)(i)) (any one of the foregoing other than the items specified in clause (A) or (B) referred to as "SECURITIES OR ASSETS"), then and in each such case, unless the Company elects to reserve shares or other units of such Securities or Assets for distribution to the holders of the Series 2 Warrants upon the exercise of such Series 2 Warrants so that any such holder exercising its Series 2 Warrants will receive upon such exercise, in addition to the shares of the Common Stock to which such holder is entitled, the amount and kind of such Securities or Assets which such holder would have received if such holder had, immediately prior to the record date for the distribution of the Securities or Assets, exercised its Warrant for Common Stock, the Exercise Price shall be adjusted so that such Exercise Price shall equal the price determined by multiplying the Exercise Price in effect immediately prior to the date of such distribution by a fraction of which the numerator shall be the Current Market Price of the Common Stock on such record date less the then fair market value (as determined by the Board in good faith) of the portion of the capital stock or assets or evidences of indebtedness so distributed or of such rights or warrants applicable to one share of Common Stock, and of which the denominator shall be the Current Market Price of the Common Stock on such record date; provided, however, that if the then fair market value (as so determined) of the portion of the Securities or Assets so distributed applicable to one share of Common Stock is equal to or greater than the Current Market Price of the Common Stock on the record date mentioned above, in lieu of the foregoing adjustment, adequate provision shall be made so that each holder of the Series 2 Warrants shall have the right to receive the amount and kind of Securities or Assets which such holder would have received had such holder exercised its Warrant immediately prior to the record date for the distribution of the Securities or Assets. Such adjustment shall become effective immediately after the effective date of such event retroactive to the record date for the determination of shareholders entitled to receive such event. (ii) No adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least 1% in the number of Shares purchasable on the exercise of this Warrant; provided, however, that any adjustments that by reason of this subsection (a) are not required to be made shall be carried forward and taken into account in any subsequent adjustmentdistribution. (iii) Whenever the number of Shares purchasable on the exercise of this Warrant is adjusted, as herein provided, the Exercise Price payable on exercise shall be adjusted by multiplying the Exercise Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Shares purchasable on the exercise of this Warrant immediately prior to such adjustment and the denominator of which shall be the number of Shares so purchasable immediately thereafter. (iv) Whenever the number of Shares purchasable on the exercise of this Warrant or the Exercise Price of such Shares is adjusted, as herein provided, In case the Company shall cause to be promptly mailed by first class mailissue or sell any Common Stock (or rights, postage prepaidOptions, to warrants or other Convertible Securities) (collectively, "ADDITIONAL SHARES") at any time after the Holder date hereof until January 3, 2006 without consideration or for a consideration per share (or having a exercise, exchange or exercise price per share) (such per share amount, the "SALE PRICE") less than the greater of this Warrant notice (A) the Current Market Price per share of such adjustment or adjustments and shall deliver a resolution Common Stock on the date preceding the earlier of the board of directors issuance or public announcement of the Company setting forth the number issuance of Shares purchasable on the exercise of this Warrant and the Exercise Price of such Shares after such adjustment, setting forth a brief statement of the facts requiring such adjustment, together with the computation by which such adjustment was made. Such resolution, in the absence of manifest error, shall be conclusive evidence of the correctness of adjustment. (v) All such adjustments shall be made by the board of directors of the Company, which shall be binding on the Holder in the absence of demonstrable error.such

Adjustment of Exercise Price and Number of Shares. The number upon ------------------------------------------------------ Issuance of Shares purchasable Common Stock. Except as otherwise provided in Paragraphs 4(c) and ------------------------ 4(d) hereof, if and whenever on or after the exercise date of issuance of this Warrant and the Exercise Price shall be adjusted appropriately from time to time as follows: (i) In the event Warrant, the Company shall declare a dividend issues or make any other distribution on any capital stock of the Company payable in Common Stock, rights to purchase Common Stocksells, or securities convertible into Common Stockin accordance with Paragraph 4(b) hereof is deemed to have issued or sold, or shall subdivide its outstanding any shares of Common Stock into for no consideration or for a greater number consideration per. share (before deduction of shares reasonable expenses or combine commissions or underwriting discounts or allowances in connection therewith) less than the then current Market Price (as hereinafter defined) of the Common Stock on the date the Company fixes the price of such outstanding stock into a smaller number of shares, then in each such event, the number of Shares subject to this Warrant shall be adjusted so that the Holder shall be entitled to purchase the kind and number of Shares issuance of Common Stock or other securities of (a "Dilutive Issuance"), then immediately upon the Company that it would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto; an adjustment made pursuant to this subsection (a) shall become effective immediately after the effective date of such event retroactive to the record date for such event. (ii) No adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least 1% in the number of Shares purchasable on the exercise of this Warrant; provided, however, that any adjustments that by reason of this subsection (a) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (iii) Whenever the number of Shares purchasable on the exercise of this Warrant is adjusted, as herein providedDilutive Issuance, the Exercise Price payable on exercise shall will be adjusted reduced to a price determined by dividing (i) the sum of (x) the product derived by multiplying the Exercise Price in effect immediately prior to the Dilutive Issuance times the number of shares of Common Stock Deemed Outstanding (as hereinafter defined) immediately prior to the Dilutive Issuance, plus (y) the quotient derived from dividing the aggregate consideration (before deduction for reasonable expenses or commissions or underwriting discounts or allowances in connection therewith), calculated as set forth in Section 4(b) hereof, received by the Company upon such Dilutive Issuance by the Market Price on the date of issuance; by (ii) the total number of shares of Common Stock Deemed Outstanding immediately after the Dilutive Issuance. Upon each such adjustment of the Exercise Price hereunder, the number of shares of Common Stock acquirable upon exercise of this warrant will be adjusted to the number of shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Shares purchasable on the shares of Common Stock acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the denominator of which shall be the number of Shares so purchasable immediately thereafter. (iv) Whenever the number of Shares purchasable on the exercise of this Warrant or product thereof by the Exercise Price of such Shares is adjusted, as herein provided, the Company shall cause to be promptly mailed by first class mail, postage prepaid, to the Holder of this Warrant notice of such adjustment or adjustments and shall deliver a resolution of the board of directors of the Company setting forth the number of Shares purchasable on the exercise of this Warrant and the Exercise Price of such Shares after resulting from such adjustment, setting forth a brief statement of the facts requiring such adjustment, together with the computation by which such adjustment was made. Such resolution, in the absence of manifest error, shall be conclusive evidence of the correctness of adjustment. (v) All such adjustments shall be made by the board of directors of the Company, which shall be binding on the Holder in the absence of demonstrable error.

Adjustment of Exercise Price and Number of Shares. Purchasable. The Exercise Price and the number of Shares purchasable are subject to adjustment from time to time as set forth in this Section 3.01. (a) In case the Company shall at any time after the date of this Agreement (i) declare a dividend on the Common Stock in shares of its capital stock, (ii) subdivide the outstanding shares, (iii) combine the outstanding Common Stock into a smaller number of Common Stock, or (iv) issue any shares of its capital stock by reclassification of the Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), then in each case the Exercise Price, and the number and kind of shares receivable upon exercise, in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination, or reclassification shall be proportionately adjusted so that the holder of any Class ___ Warrant exercised after such time shall be entitled to receive the aggregate number and kind of shares which, if such Class ___ Warrant had been exercised immediately prior to such time, he would have owned upon such exercise and been entitled to receive by virtue of this Warrant and such dividend, subdivision, combination, or reclassification. Such adjustment shall be made successively whenever any event listed above shall occur. (b) No adjustment in the Exercise Price shall be adjusted appropriately from time to time as follows: (i) In the event the Company shall declare a dividend or make any other distribution on any capital stock of the Company payable in Common Stock, rights to purchase Common Stock, or securities convertible into Common Stock, or shall subdivide its outstanding shares of Common Stock into a greater number of shares or combine such outstanding stock into a smaller number of shares, then in each such event, the number of Shares subject to this Warrant shall be adjusted so that the Holder shall be entitled to purchase the kind and number of Shares of Common Stock or other securities of the Company that it would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto; an adjustment made pursuant to this subsection (a) shall become effective immediately after the effective date of such event retroactive to the record date for such event. (ii) No adjustment in the number of Shares purchasable hereunder shall be required unless if such adjustment would require an increase or decrease of at least 1% in the number of Shares purchasable on the exercise of this Warrantis less than $.05; provided, however, that any adjustments that which by reason of this subsection (ab) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 3.01 shall be made to the nearest cent or to the nearest one-thousandth of a share, as the case may be. (iiic) Whenever Upon each adjustment of the Exercise Price as a result of the calculations made in subsection (a) of this Section 3.01, each Class ___ Warrant outstanding prior to the making of the adjustment in the Exercise Price shall thereafter evidence the right to purchase, at the adjusted Exercise Price, that number of Shares (calculated to the nearest thousandth) obtained by (i) multiplying the number of Shares purchasable on the upon exercise of this a Class ___ Warrant is adjusted, as herein provided, the Exercise Price payable on exercise shall be adjusted by multiplying the Exercise Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Shares purchasable on by the exercise of this Warrant immediately Exercise Price in effect prior to adjustment of the Exercise Price and (ii) dividing the product so obtained by the Exercise Price in effect immediately after such adjustment and of the denominator of which shall be the number of Shares so purchasable immediately thereafterExercise Price. (ivd) Whenever the number In case of Shares purchasable on the exercise of this Warrant or the Exercise Price of such Shares is adjusted, as herein provided, the Company shall cause to be promptly mailed by first class mail, postage prepaid, to the Holder of this Warrant notice of such adjustment or adjustments and shall deliver a resolution of the board of directors of the Company setting forth the number of Shares purchasable on the exercise of this Warrant and the Exercise Price of such Shares after such adjustment, setting forth a brief statement of the facts requiring such adjustment, together with the computation by which such adjustment was made. Such resolution, in the absence of manifest error, shall be conclusive evidence of the correctness of adjustment. (v) All such adjustments shall be made by the board of directors any capital reorganization of the Company, or of any reclassification of the Common Stock (other than a reclassification of the Common Stock referred to in subsection (a) of this Section 3.01), or in the case of the consolidation of the Company with or the merger of the Company into any other corporation or of the sale, transfer, or lease of the properties and assets of the Company as, or substantially as, an entirety to any other corporation, each Class ___ Warrant shall after such capital reorganization, reclassification of the Common Stock, consolidation, merger, sale, transfer, or lease be exercisable, upon the terms and conditions specified in this Agreement, for the number of shares of stock or other securities, assets, or cash to which a holder of the number of shares of Common Stock purchasable (at the time of such capital reorganization, reclassification of shares, consolidation, merger, sale, transfer, or lease) upon exercise of such Class ___ Warrant would have been entitled upon such capital reorganization, reclassification of the Common Stock, consolidation, merger, sale, transfer, or lease; and in any such case, if necessary, the provisions set forth in this Section 3.01 with respect to the rights and interests thereafter of the holders of the Class ___ Warrants shall be binding on appropriately adjusted so as to be applicable, as nearly as may reasonably be, to any shares of stock or other securities, assets, or cash thereafter deliverable upon the exercise of the Class ___ Warrants. The subdivision or combination of the Common Stock at any time outstanding into a greater or lesser number of shares shall not be deemed to be a reclassification of the Common Stock for the purposes of this paragraph. The Company shall not effect any such consolidation, merger, transfer, or lease, unless prior to or simultaneously with the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing, receiving, or leasing such assets or other appropriate corporation or entity shall assume, by written instrument executed and delivered to the Warrant Holder, the obligation to deliver to the Warrant Holder such shares of stock, securities, or assets as, in accordance with the absence foregoing provisions, such holders may be entitled to purchase, and to perform the other obligations of demonstrable errorthe Company under this Warrant Agreement.

Adjustment of Exercise Price and Number of Shares. The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows: (a) In case the Company shall hereafter pay a dividend or make a distribution to all holders of the outstanding Common Stock in shares of Common Stock, the Exercise Price shall be decreased so that the same shall equal the rate determined by multiplying the Exercise Price in effect at the opening of business on the date following the date fixed for the determination of stockholders entitled to receive such dividend or other distribution by a fraction, A. the numerator of which shall be the number of shares of the Common Stock outstanding at the close of business on the date fixed for such determination; and B. the denominator of which shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution, such decrease to become effective immediately after the opening of business on the day following the date fixed for such determination. The number of Shares purchasable on shares of Common Stock issuable upon exercise of this Warrant shall be correspondingly increased by dividing such number by the same fraction. If any dividend or distribution of the type described in this Section 3(a) is declared but not so paid or made, the number of shares of Common Stock issuable upon exercise of this Warrant and the Exercise Price shall again be adjusted appropriately from time to time as follows:the number of shares of Common Stock that would be issuable upon exercise of this Warrant and the Exercise Price that would then be in effect if such dividend or distribution had not been declared. (ib) In the event case the Company shall declare a issue rights or warrants (other than pursuant to any dividend reinvestment or make any other distribution on any capital stock share purchase plan) to all holders of the Company payable in Common Stock, rights to purchase Common Stock, or securities convertible into Common Stock, or shall subdivide its outstanding shares of Common Stock into entitling them (for a greater number period expiring within 60 days after the date of such issuance) to subscribe for or purchase shares of Common Stock at a price per share less than the Last Reported Sale Price of the Common Stock on the date fixed for determination of stockholders entitled to receive such rights or combine such outstanding stock into a smaller number of shares, then in each such eventwarrants, the number of Shares subject to this Warrant Exercise Price shall be adjusted decreased so that the Holder same shall be entitled to purchase equal the kind and number of Shares of Common Stock or other securities of rate determined by dividing the Company that it would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised Exercise Price in effect immediately prior to the happening date fixed for determination of stockholders entitled to receive such event rights or any record date with respect thereto; an adjustment made pursuant to this subsection (a) shall become effective immediately after the effective date of such event retroactive to the record date for such event. (ii) No adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least 1% in the number of Shares purchasable on the exercise of this Warrant; provided, however, that any adjustments that by reason of this subsection (a) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (iii) Whenever the number of Shares purchasable on the exercise of this Warrant is adjusted, as herein provided, the Exercise Price payable on exercise shall be adjusted by multiplying the Exercise Price immediately prior to such adjustment warrants by a fraction, , A. the numerator of which shall be the number of Shares purchasable shares of Common Stock outstanding on the exercise date of this Warrant immediately prior to issuance of such adjustment and rights or warrants plus the total number of additional shares of Common Stock offered for subscription or purchase, and B. the denominator of which shall be the number of Shares so purchasable immediately thereafter. (iv) Whenever shares of Common Stock outstanding at the close of business on the date of issuance of such rights or warrants plus the number of Shares purchasable on shares that the aggregate offering price of the total number of shares so offered would purchase at such Last Reported Sale Price of the Common Stock. The number of shares of Common Stock issuable upon exercise of this Warrant shall be correspondingly increased by multiplying such number by the same fraction. Such adjustments shall be successively made whenever any such rights or warrants are issued, and shall become effective immediately after the opening of business on the day following the date of issuance of such rights or warrants. To the extent that shares of Common Stock are not delivered after the expiration of such rights or warrants, the adjustment to the number of shares of Common Stock issuable upon exercise of this Warrant and the adjustment to the Exercise Price of such Shares is adjusted, as herein provided, the Company shall cause be readjusted to be promptly mailed by first class mail, postage prepaid, to the Holder of this Warrant notice of such adjustment or adjustments and shall deliver a resolution of the board of directors of the Company setting forth the number of Shares purchasable on the shares of Common Stock that would be issuable upon exercise of this Warrant and the Exercise Price that would then be in effect had the adjustments made upon the issuance of such Shares after rights or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. In the event that such adjustmentrights or warrants are not so issued, setting forth a brief statement the number of shares of Common Stock issuable upon exercise of this Warrant and the Exercise Price shall again be adjusted to be the number of shares of Common Stock issuable upon exercise of this Warrant and the Exercise Price that would then be in effect if such date fixed for the determination of stockholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Last Reported Sale Price of the facts requiring Common Stock, and in determining the aggregate offering price of such adjustmentshares of Common Stock, together with the computation by which such adjustment was made. Such resolution, in the absence of manifest error, there shall be conclusive evidence taken into account any consideration received by the Company for such rights or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined in good faith by the correctness Board of adjustmentDirectors. (vc) All such adjustments In case outstanding shares of Common Stock shall be made subdivided into a greater number of shares of Common Stock, or combined into a smaller number of shares of Common Stock, (i) the number of shares of Common Stock to be received by the board holder of directors this Warrant upon exercise hereof shall be appropriately adjusted such that the proportion of the number of shares of Common Stock issuable hereunder to the total number of shares of Common Stock of the Company prior to such subdivision or combination is equal to the proportion of the number of shares of Common Stock issuable hereunder after such subdivision or combination to the total number of shares of Common Stock of the Company after such subdivision or combination and (ii) the Exercise Price in effect at the opening of business on the day following the day upon which such subdivision or combination becomes effective shall be proportionately decreased or increased (as applicable), such decrease or increase, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective. (d) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock shares of any class of Capital Stock of the Company, debt securities, assets or rights or warrants to purchase securities of the Company (excluding (x) any dividend or distribution paid exclusively in cash or (y) any dividend, distribution or issuance referred to in Section 3(a) or (b)) (any of the foregoing hereinafter in this Section 3(d) called the “Distributed Assets”), then, in each such case, the Exercise Price shall be decreased so that the same shall be equal to the rate determined by dividing the Exercise Price in effect on the Record Date with respect to such distribution by a fraction, (i) the numerator of which shall be binding the Current Market Price per share of the Common Stock on such Record Date; and (ii) the denominator of which shall be the Current Market Price per share of the Common Stock on the Holder Record Date minus the Fair Market Value, as determined in good faith by the Board of Directors, of the Distributed Assets applicable to one share of Common Stock, such adjustment to become effective immediately prior to the opening of business on the day following such Record Date; provided, however, that in the absence event (1) the then Fair Market Value (as so determined) of demonstrable errorthe portion of the Distributed Assets so distributed applicable to one share of Common Stock is equal to or greater than the Current Market Price of the Common Stock on the Record Date or (2) the Current Market Price of the Common Stock on the Record Date exceeds the then Fair Market Value (as so determined) of the portion of the Distributed Assets so distributed applicable to one share of Common Stock by less than $1.00, in lieu of the foregoing adjustment, adequate provision shall be made so that the Holder shall have the right to receive upon exercise the amount of Distributed Assets such holder would have received had such holder exercised this Warrant on the Record Date. If the Exercise Price is adjusted as hereinabove provided, the number of shares of Common Stock issuable upon exercise of this Warrant shall be correspondingly increased by multiplying such number by the same fraction set forth above. In the event that such dividend or distribution is not so paid or made, the number of shares of Common Stock issuable upon exercise of this Warrant and the Exercise Price shall again be adjusted to be the number of shares of Common Stock issuable upon exercise of this Warrant and the Exercise Price that would then be in effect if such dividend or distribution had not been declared. Rights or warrants distributed by the Company to all holders of Common Stock entitling the holders thereof to subscribe for or purchase shares of the Company’s Capital Stock (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred with such shares of Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of Common Stock, shall be deemed not to have been distributed for purposes of this Section 3 (and no adjustment to the Exercise Price or the number of shares of Common Stock issuable upon exercise of this Warrant under this Section 3 will be required) until the occurrence of the earliest Trigger Event, whereupon such rights and warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Exercise Price and the number of shares of Common Stock issuable upon exercise of this Warrant shall be made under this Section 3(d). If any such right or warrant, including any such existing rights or warrants distributed prior to the Date of Issuance, are subject to events, upon the occurrence of which such rights or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and record date with respect to new rights or warrants with such rights (and a termination or expiration of the existing rights or warrants without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Exercise Price and the number of shares of Common Stock issuable upon exercise of this Warrant under this Section 3 was made, (1) in the case of any such rights or warrants that shall all have been redeemed or repurchased without exercise by any holders thereof, the Exercise Price and the number of shares of Common Stock issuable upon exercise of this Warrant shall be readjusted upon such final redemption or repurchase to give effect to such distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or repurchase price received by a holder or holders of Common Stock with respect to such rights or warrants (assuming such holder had retained such rights or warrants), made to all holders of Common Stock as of the date of such redemption or repurchase, and (2) in the case of such rights or warrants that shall have expired or been terminated without exercise by any holders thereof, the Exercise Price and the number of shares of Common Stock issuable upon exercise of this Warrant shall be readjusted as if such rights and warrants had not been issued. For purposes of this Section 3(d) and Sections 3(a) and (b), any dividend or distribution to which this Section 3(d) is applicable that also includes shares of Common Stock, or rights or warrants to subscribe for or purchase shares of Common Stock (or both), shall be deemed instead to be (1) a dividend or distribution of debt securities, assets or shares of capital stock other than such shares of Common Stock or rights or warrants (and any adjustments to the Exercise Price and the number of shares of Common Stock issuable upon exercise of this Warrant required by this Section 3(d) with respect to such dividend or distribution shall then be made) immediately followed by (2) a dividend or distribution of such shares of Common Stock or such rights or warrants (and any further adjustments to the Exercise Price and the number of shares of Common Stock issuable upon exercise of this Warrant required by Sections 3(a) and (b) with respect to such dividend or distribution shall then be made), except (A) the Record Date of such dividend or distribution shall be substituted as “the date fixed for the determination of stockholders entitled to receive such dividend or other distribution”, “the date fixed for the determination of stockholders entitled to receive such rights or warrants” and “the date fixed for such determination” within the meaning of Sections 3(a) and (b), and (B) any shares of Common Stock included in such dividend or distribution shall not be deemed “outstanding at the close of business on the date fixed for such determination” within the meaning of Section 3(a). If any Distributed Assets requiring any adjustment pursuant to this Section 3(d) consists of the Capital Stock of, or similar equity interests in, a Subsidiary or other business unit of the Company, the Exercise Price in effect immediately before the close of business on the Record Date fixed for determination of shareholders entitled to receive the distribution shall instead be decreased by dividing the Exercise Price then in effect by a fraction, (A) the numerator of which is the sum of (1) the average of the Last Reported Sale Prices of such distributed security for the 10 Trading Days commencing on and including the fifth Trading Day after the Ex-Dividend Date on the NYSE or such other national or regional exchange or market on which the securities are then listed or quoted, plus (2) the average of the Last Reported Sale Prices of the Common Stock over the same Trading Day period and (B) the denominator of which is such average of the Last Reported Sale Prices of the Common Stock. In any such case, the number of shares of Common Stock issuable upon exercise of this Warrant shall be correspondingly increased by multiplying such number by the same fraction. (e) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock cash (an “Extraordinary Cash Dividend”) (excluding any dividend or distribution in connection with the liquidation, dissolution or winding up of the Company, whether voluntary or involuntary), then, in such case, the Exercise Price shall be decreased so that the same shall equal the rate determined by dividing the Exercise Price in effect immediately prior to the close of business on the Record Date for such Extraordinary Cash Dividend by a fraction, (i) the numerator of which shall be the Current Market Price of the Common Stock on such Record Date, and (ii) the denominator of which shall be such Current Market Price of the Common Stock minus the amount of cash so distributed applicable to one share of Common Stock, such adjustment to be effective immediately prior to the opening of business on the day following the Record Date; provided, however, that in the event the portion of cash so distributed applicable to one share of Common Stock is equal to or greater than the Current Market Price of the Common Stock on the Record Date, in lieu of the foregoing adjustment, adequate provision shall be made so that the Holder shall have the right to receive upon exercise the amount of cash such holder would have received had such holder exercised this Warrant on the Record Date. If the Exercise Price is adjusted as hereinabove provided, the number of shares of Common Stock issuable upon exercise of this Warrant shall be correspondingly increased by multiplying such number by the same fraction set forth above. In the event that such dividend or distribution is not so paid or made, the number of shares of Common Stock issuable upon exercise of this Warrant and the Exercise Price shall again be adjusted to be the number of shares of Common Stock issuable upon exercise of this Warrant and the Exercise Price that would

Adjustment of Exercise Price and Number of Shares. The stock purchase price and the number of Shares shares purchasable on upon the exercise or conversion of this Warrant and the Exercise Price shall warrant will be adjusted appropriately subject to adjustment from time to time as follows:upon the occurrence of certain events described in this Section 5. (ia) In the event If the Company shall declare a dividend or make at any other distribution on any capital stock of time subdivides the Company payable in Common Stock, rights to purchase Common Stock, or securities convertible into Common Stock, or shall subdivide its outstanding shares of the Company’s Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced; and conversely, if the Company at any time combines the outstanding shares or combine such outstanding stock of the Company’s Common Stock into a smaller number of shares, then the Exercise Price in effect immediately prior to such combination will be proportionately increased. Upon each such eventadjustment of the Exercise Price, Holder will thereafter be entitled to purchase, at the Exercise Price resulting from such adjustment, the number of Warrant Shares subject to this Warrant shall be adjusted so that the Holder shall be entitled to purchase the kind and number of Shares of Common Stock or other securities of the Company that it would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto; an adjustment made pursuant to this subsection (a) shall become effective immediately after the effective date of such event retroactive to the record date for such event. (ii) No adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least 1% in the number of Shares purchasable on the exercise of this Warrant; provided, however, that any adjustments that by reason of this subsection (a) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (iii) Whenever the number of Shares purchasable on the exercise of this Warrant is adjusted, as herein provided, the Exercise Price payable on exercise shall be adjusted obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Warrant Shares purchasable pursuant hereto immediately prior to such adjustment, and dividing the product thereof by the Exercise Price resulting from such adjustment. (b) If at any time or from time to time the holders of the Company’s Common Stock or Preferred Stock (or other securities at the time receivable upon the exercise of this Warrant) receive or become entitled to receive, without payment therefore: (i) any shares of the Company’s Preferred Stock, Common Stock or any other securities which are at any time directly or indirectly convertible into or exchangeable for Common Stock, or any rights or options to subscribe for, purchase or otherwise acquire any of the foregoing by way of dividend or other distribution; (ii) any cash paid or payable otherwise than as a regular periodic cash dividend at a rate which is substantially consistent with past practice (or, in the case of an initial dividend, at a rate which is substantially consistent with industry practice); or (iii) any preferred stock, Common Stock or other securities or property (including cash) by way of spin-off, split up, reclassification, combination of shares or similar corporate rearrangement (other than shares of the Company’s Common Stock issued as a subdivision of the Company’s Common Stock, adjustments in respect of which will be covered by the terms of Section 5(a) above), then and in each such case, Warrant Holder will, upon the exercise or conversion of this Warrant, be entitled to receive, in addition to the number of Warrant Shares receivable thereupon, and without payment of any additional consideration therefor, the amount of stock and other securities and property (including cash in the cases referred to this Section 5(b) in which cash would be paid or payable) which Warrant Holder would have held on the date of such exercise or conversion had he or it been the holder of record of such Common Stock or preferred stock as of the date on which holders of the Company’s Common Stock or preferred stock received or became entitled to receive such shares and/or all other additional stock and other securities and property. (c) Any reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company’s assets, or other transaction, in each case which is effected in such a way that the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) equity securities or assets with respect to or in exchange for Common Stock, is referred to herein as an “Organic Change.” Prior to the consummation of any Organic Change, the Company shall make appropriate provision (in form and substance reasonably satisfactory to Warrant Holder) to ensure that Warrant Holder shall, after such Organic Change, have the right to acquire and receive, in lieu of or in addition to (as the case may be) the shares of Common Stock acquirable and receivable upon the exercise of this Warrant immediately prior to such adjustment and the denominator of which shall Organic Change, such shares, securities or assets as may be issued or payable with respect to or in exchange for the number of Shares so purchasable shares of Common Stock immediately thereafter. (iv) Whenever the number of Shares purchasable on the acquirable and receivable upon exercise of this Warrant or the Exercise Price of had such Shares is adjusted, as herein providedOrganic Change not taken place. In any such case, the Company shall cause make appropriate provision (in form and substance reasonably satisfactory to be promptly mailed by first class mail, postage prepaid, Warrant Holder) with respect to Warrant Holder’s rights and interests to ensure that the Holder provisions of this Warrant notice shall thereafter be applicable to the Warrant, including, in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is other than the Company, an immediate adjustment of the Exercise Price to the per share value for the Common Stock or other security, if applicable, assigned or reflected by the terms of such consolidation, merger or sale, and a corresponding immediate adjustment or adjustments and shall deliver a resolution of the board of directors of the Company setting forth in the number of Shares purchasable on shares of Common Stock or equivalent security of the surviving entity acquirable and receivable upon exercise of this Warrant and Warrant, if the value so reflected is less than the Exercise Price of in effect immediately prior to such Shares after consolidation, merger or sale. The Company shall not effect any such adjustmentconsolidation, setting forth a brief statement of merger or sale, unless prior to the facts requiring consummation thereof, the successor entity (if other than the Company) resulting from consolidation or merger or the entity purchasing such adjustmentassets assumes by written instrument (in form and substance reasonably satisfactory to Warrant Holder), together the obligation to deliver to Warrant Holder such shares, securities or assets as, in accordance with the computation by which such adjustment was made. Such resolutionforegoing provisions, in the absence of manifest error, shall Warrant Holder may be conclusive evidence of the correctness of adjustmententitled to acquire. (v) All such adjustments shall be made by the board of directors of the Company, which shall be binding on the Holder in the absence of demonstrable error.

Adjustment of Exercise Price and Number of Shares. (a) The number of Grantee Shares purchasable on the exercise of this Warrant and the Exercise Price shall be adjusted appropriately from time to time as follows: (i) In the event the Company shall declare a dividend or make any other distribution on any of its capital stock of the Company payable in Common Stockcommon stock, rights to purchase Common Stockcommon stock, or securities convertible into Common Stock, common stock or shall subdivide its outstanding shares of Common Stock common stock into a greater number of shares or combine such its outstanding stock into a smaller number of shares, then in each such event, the number of Grantee Shares subject to this Warrant Agreement that have not vested shall be adjusted so that the Holder Grantee shall be entitled to purchase the kind and number of Shares shares of Common Stock common stock or other securities of the Company that it he would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto; an adjustment made pursuant to this subsection (asection 4(a) shall become effective immediately after the effective date of such event retroactive to the record date for such the event. (ii) No adjustment in the number of Grantee Shares purchasable hereunder shall be required unless such the adjustment would require an increase or a decrease of at least 1% in the number of Grantee Shares purchasable on the exercise of to be issued under this WarrantAgreement; provided, however, that but any adjustments that by reason of this subsection (asection 4(a) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (iii) Whenever the number of Grantee Shares purchasable on the exercise of this Warrant is adjusted, are adjusted as herein provided, the Exercise Price payable on exercise shall be adjusted by multiplying the Exercise Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Shares purchasable on the exercise of this Warrant immediately prior to such adjustment and the denominator of which shall be the number of Shares so purchasable immediately thereafter. (iv) Whenever the number of Shares purchasable on the exercise of this Warrant or the Exercise Price of such Shares is adjusted, as herein provided, the Company shall cause to be promptly mailed by first first-class mail, postage prepaid, to the Holder of this Warrant Grantee notice of such adjustment or adjustments and shall deliver a resolution of the Company’s board of directors of the Company setting forth the number of Shares purchasable on the exercise of this Warrant and the Exercise Price of such Grantee Shares after such adjustment, setting forth a brief statement of the facts requiring such the adjustment, together with the computation by which such the adjustment was made. Such This board resolution, in the absence of manifest error, shall be conclusive evidence of the correctness of adjustment. (viv) All such adjustments shall be made by the Company’s board of directors of the Companydirectors, which shall be binding on the Holder Grantee in the absence of demonstrable error. (b) No adjustments shall be made in connection with the: (i) issuance of any Grantee Shares under this Agreement; (ii) conversion of shares of preferred stock; (iii) exercise or conversion of any rights, options, warrants, or convertible securities containing the right to purchase or acquire common stock; (iv) issuance of additional securities on account of the antidilution provisions contained in or relating to this Agreement or any other option, warrant, or right to acquire common stock; (v) purchase or other acquisition by Company of any common stock, evidences of its indebtedness or assets, or rights, options, warrants, or convertible securities containing the right to subscribe for or purchase common stock; or (vi) sale or issuance by Company of any common stock, evidences of its indebtedness or assets, or rights, options, warrants, or convertible securities containing the right to subscribe for or purchase common stock or other securities pursuant to options, warrants, or other rights to acquire common stock or other securities.

Adjustment of Exercise Price and Number of Shares. The Exercise Price and the number of Shares purchasable on the shares of Common Stock obtainable upon exercise of this Warrant and the Exercise Price shall be adjusted appropriately subject to adjustment from time to time as follows:provided in this Section 2. (a) If the Company at any time after the Issue Date: (i) In the event the Company shall declare pays or makes a stock dividend or make any other distribution on any capital stock its Common Stock in shares of the Company payable in Common Stock, rights to purchase Common Stock, or securities convertible into Common Stock, or shall subdivide its (ii) subdivides outstanding shares of Common Stock into a greater number of shares or combine such outstanding stock into a smaller larger number of shares, (iii) issues any shares of Common Stock by reclassification of shares of Common Stock, or (iv) effects a reverse stock split of Common Stock, then in each such event, the number of Shares subject to this Warrant shall thereafter be adjusted so exercisable for that the Holder shall be entitled to purchase the kind and number of Shares of Common Stock or other securities of the Company shares that it would have owned or have been entitled to receive after derived had the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening events listed in (i), (ii), (iii) or (iv) above (and the Exercise Price thereof shall be correspondingly adjusted). In the case of such event a subdivision or re-classification, any record date with respect thereto; an adjustment made pursuant to this subsection (aSection 2(a) shall become effective immediately after the effective date of such subdivision or re-classification. Such adjustments shall be made successively whenever any event retroactive to the record date for such eventlisted above shall occur. (iib) No adjustment in If at any time after the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least 1% in Issue Date, the number of Shares purchasable on Common Stock issuable upon the exercise of the Warrant is changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification, exchange, substitution or otherwise, and other than a capital reorganization, merger or consolidation (the adjustment for which is provided for in Section 2(c)), in any such event the Holder shall have the right thereafter to exercise this Warrant; providedWarrant for stock into the kind and amount of stock and other securities and property receivable in connection with such recapitalization, howeverreclassification or other change that it would have been entitled to receive had it exercised this Warrant immediately prior to such recapitalization, that any reclassification, exchange, substitution or other event, all subject to further adjustments that as provided herein or with respect to such other securities or property by reason the terms thereof (and the Exercise Price of this subsection (a) are not required to be made Warrant shall be carried forward and taken into account in any subsequent adjustmentcorrespondingly adjusted). (iiic) Whenever If at any time after the number Issue Date, the Common Stock is converted into other securities or property, whether pursuant to a capital reorganization, merger, consolidation or otherwise (other than a recapitalization, reclassification, subdivision, exchange or substitution of Shares purchasable on shares provided for in Section 2(b)), as a part of such transaction, provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant the number of shares of stock or other securities or property to which a holder of the number of shares of Common Stock deliverable upon conversion would have been entitled to receive in connection with such transaction, subject to adjustment in respect of such stock or securities by the terms thereof (and the Exercise Price of this Warrant shall be correspondingly adjusted). To the extent applicable, appropriate adjustment shall be made in the application of the provisions of this Section 2 with respect to the rights of the Holder after such transaction to the end that the provisions of this Section 2 (including adjustment to the number of shares issuable upon exercise of the Warrant and the adjustment of the Exercise Price thereof) shall be applicable after that event and be as nearly equivalent as practicable. (d) In case the Company shall fix a payment date for the making of a distribution to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is adjustedthe continuing corporation) of evidences of indebtedness or assets (other than cash dividends or cash distributions payable out of consolidated earnings or earned surplus or dividends or distributions referred to in Section 2(a)), as herein providedor subscription rights or warrants, the Exercise Price payable on exercise to be in effect after such payment date shall be adjusted determined by multiplying the Exercise Price in effect immediately prior to such adjustment payment date by a fraction, the numerator of which shall be the total number of Shares purchasable on shares of Common Stock outstanding multiplied by the exercise Market Price (as defined below) per share of this Warrant Common Stock immediately prior to such adjustment payment date, less the fair market value (as determined by the Company’s Board of Directors in good faith) of said assets or evidences of indebtedness so distributed, or of such subscription rights or warrants, and the denominator of which shall be the total number of Shares so purchasable shares of Common Stock outstanding multiplied by such Market Price per share of Common Stock immediately thereafterprior to such payment date. “Market Price” as of a particular date (the “Valuation Date”) shall mean the following: (p) if the Common Stock is then listed on a national stock exchange, the Market Price shall be the closing sale price of one share of Common Stock on such exchange on the last trading day prior to the Valuation Date, provided that if such stock has not traded in the prior ten (10) trading sessions, the Market Price shall be the average closing price of one share of Common Stock in the most recent ten (10) trading sessions during which the Common Stock has traded; (q) if the Common Stock is then included in The Nasdaq Stock Market, Inc. (“Nasdaq”), the Market Price shall be the closing sale price of one share of Common Stock on Nasdaq on the last trading day prior to the Valuation Date or, if no such closing sale price is available, the average of the high bid and the low ask price quoted on Nasdaq as of the end of the last trading day prior to the Valuation Date, provided that if such stock has not traded in the prior ten (10) trading sessions, the Market Price shall be the average closing price of one share of Common Stock in the most recent ten (10) trading sessions during which the Common Stock has traded; (s) if the Common Stock is then included in the Over-the-Counter Bulletin Board, the Market Price shall be the closing sale price of one share of Common Stock on the Over-the-Counter Bulletin Board on the last trading day prior to the Valuation Date or, if no such closing sale price is available, the average of the high bid and the low ask price quoted on the Over-the-Counter Bulletin Board as of the end of the last trading day prior to the Valuation Date, provided that if such stock has not traded in the prior ten (10) trading sessions, the Market Price shall be the average closing price of one share of Common Stock in the most recent ten (10) trading sessions during which the Common Stock has traded, (t) if the Common Stock is then included in the “pink sheets,” the Market Price shall be the closing sale price of one share of Common Stock on the “pink sheets” on the last trading day prior to the Valuation Date or, if no such closing sale price is available, the average of the high bid and the low ask price quoted on the “pink sheets” as of the end of the last trading day prior to the Valuation Date, provided that if such stock has not traded in the prior ten (10) trading sessions, the Market Price shall be the average closing price of one share of Common Stock in the most recent ten (10) trading sessions during which the Common Stock has traded. The Board of Directors of the Company shall respond promptly, in writing, to an inquiry by the Holder prior to the exercise hereunder as to the Market Price of a share of Common Stock as determined by the Board of Directors of the Company. (ive) Whenever An adjustment to the Exercise Price shall become effective immediately after the payment date in the case of each dividend or distribution and immediately after the effective date of each other event which requires an adjustment. (f) Holder, by accepting the benefits of this Warrant, agrees that the number of Shares purchasable on the exercise of shares for which this Warrant is exercisable shall be subject to adjustment or reduction as provided in this Section 2. (i) Within three (3) business days of any adjustment of the Exercise Price number of such Shares is adjusted, as herein providedshares issuable upon exercise hereof, the Company shall cause to be promptly mailed by first class mail, postage prepaid, give written notice thereof to the Holder of this Warrant notice of such adjustment or adjustments and shall deliver a resolution of the board of directors of the Company setting forth the number of Shares purchasable on the exercise of this Warrant and the Exercise Price of such Shares after such adjustmentHolder, setting forth a brief statement in reasonable detail and certifying the calculation of the facts requiring such adjustment, together with the computation by which such adjustment was made. Such resolution, in the absence of manifest error, shall be conclusive evidence of the correctness of adjustment. (vii) All such adjustments The Company shall be made by the board of directors of the Company, which shall be binding on give written notice to the Holder at least fifteen (15) days prior to the date on which any merger or reclassification provided from in the absence of demonstrable errorSection 2(c) hereof shall take place.

Adjustment of Exercise Price and Number of Shares. The Subject to the provisions of Section 11 hereof, the number and kind of Shares securities purchasable on upon the exercise of this Warrant and the Exercise Price therefor shall be adjusted appropriately subject to adjustment from time to time upon the occurrence of certain events, as follows: : Reclassification or Consolidation. In case of any reclassification or change of the Common Stock (i) other than a change in par value, or as a result of a subdivision or combination), or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation subject to Section 11 below or in which the Company is a continuing corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant), the Company, or such successor or purchasing corporation as the case may be, shall execute a new Warrant, providing that the holder of this Warrant shall have the right to exercise such new Warrant, and procure upon such exercise and payment of the same aggregate Exercise Price, in lieu of the shares of Common Stock theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change, consolidation or merger by a holder of an equivalent number of shares of Common Stock. Such new Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 3. The provisions of this subsection (a), subject to Section 11 hereof, shall similarly apply to successive reclassifications, changes, consolidations and mergers. 3 Stock Splits, Dividends and Combinations. In the event that the Company shall declare a dividend or make at any other distribution on any capital stock time subdivide the outstanding shares of the Company payable in Common Stock, rights to purchase Common Stock, or securities convertible into Common Stock, or shall subdivide issue a stock dividend on its outstanding shares of Common Stock into a greater number of shares or combine such outstanding stock into a smaller number of shares, then in each such eventStock, the number of Shares subject to this Warrant shall be adjusted so that the Holder shall be entitled to purchase the kind and number of Shares of Common Stock or other securities of the Company that it would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto; an adjustment made pursuant to this subsection (a) shall become effective immediately after the effective date of such event retroactive to the record date for such event. (ii) No adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least 1% in the number of Shares purchasable on the exercise of this Warrant; provided, however, that any adjustments that by reason of this subsection (a) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (iii) Whenever the number of Shares purchasable on the exercise of this Warrant is adjusted, as herein provided, the Exercise Price payable on exercise shall be adjusted by multiplying the Exercise Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Shares purchasable on the issuable upon exercise of this Warrant immediately prior to such adjustment subdivision or to the issuance of such stock dividend shall be proportionately increased, and the denominator of which Exercise Price shall be proportionately decreased, and in the event that the Company shall at any time combine the outstanding shares of Common Stock, the number of Shares so purchasable immediately thereafter. (iv) Whenever the number of Shares purchasable on the issuable upon exercise of this Warrant or the Exercise Price of immediately prior to such Shares is adjustedcombination shall be proportionately decreased, as herein provided, the Company shall cause to be promptly mailed by first class mail, postage prepaid, to the Holder of this Warrant notice of such adjustment or adjustments and shall deliver a resolution of the board of directors of the Company setting forth the number of Shares purchasable on the exercise of this Warrant and the Exercise Price shall be proportionately increased, effective at the close of business on the date of such Shares after such adjustmentsubdivision, setting forth a brief statement of stock dividend or combination, as the facts requiring such adjustment, together with the computation by which such adjustment was made. Such resolution, in the absence of manifest error, shall be conclusive evidence of the correctness of adjustmentcase may be. (v) All such adjustments shall be made by the board of directors of the Company, which shall be binding on the Holder in the absence of demonstrable error.

Adjustment of Exercise Price and Number of Shares. The number In order to prevent dilution of Shares purchasable on the exercise of purchase rights granted under this Warrant and Warrant, the Exercise Price shall be adjusted appropriately subject to adjustment from time to time as provided in this Section 2, and the number of shares of Common Stock obtainable upon exercise of this Warrant shall be subject to adjustment from time to time as provided in this Section 2. (a) The Exercise Price shall be subject to adjustment as follows: (i) In the event case the Company shall declare at any time or from time to time after the Date of Issuance (A) pay a dividend or make any other a distribution on any capital stock in shares of the Company payable in Common Stock, rights to purchase Common Stock, Stock or securities convertible Convertible Securities into Common Stock, (B) subdivide or shall subdivide its reclassify the outstanding shares of Common Stock into a greater number of shares of Common Stock, (C) combine or combine such reclassify the outstanding stock shares of Common Stock into a smaller number of shares, then or (D) otherwise issue by reclassification of the shares of Common Stock any shares of capital stock of the Company, then, and in each such eventcase, the Exercise Price in effect immediately prior to such action and the number of Shares subject to shares of Common Stock obtainable upon exercise of this Warrant shall be proportionately adjusted so that the Holder holder of this Warrant shall be entitled to purchase receive the kind and number of Shares shares of Common Stock or other securities of the Company that it upon exercise of this Warrant which such holder would have owned or have been entitled to receive after the happening of any of the events described above, above had such Warrant been exercised immediately prior to the happening of such event or any the record date with respect thereto; an therefor, whichever is earlier. An adjustment made pursuant to this subsection Section 2(a)(i) shall become applicable (ax) in the case of any such dividend or distribution, immediately after the close of business on the record date for the determination of holders of shares of Common Stock entitled to receive such dividend or distribution and (y) in the case of any such subdivision, reclassification or combination, at the close of business on the day upon which such corporate action becomes effective. Such adjustment shall be made successively. (ii) In case the Company shall at any time or from time to time after the Date of Issuance declare, order, pay or make a dividend or other distribution (including without limitation any distribution of stock or other securities, evidences of indebtedness, property or assets or rights or warrants to subscribe for securities of the Company or any of its Subsidiaries) on its Common Stock (other than (A) regular quarterly dividends payable in cash or (B) dividends or distributions of shares of Common Stock referred to in Section 2(a)(i)) (any one of the foregoing other than the items specified in clause (A) or (B) referred to as "SECURITIES OR ASSETS"), then and in each such case, unless the Company elects to reserve shares or other units of such Securities or Assets for distribution to the holders of the Series 2 Warrants upon the exercise of such Series 2 Warrants so that any such holder exercising its Series 2 Warrants will receive upon such exercise, in addition to the shares of the Common Stock to which such holder is entitled, the amount and kind of such Securities or Assets which such holder would have received if such holder had, immediately prior to the record date for the distribution of the Securities or Assets, exercised its Warrant for Common Stock, the Exercise Price shall be adjusted so that such Exercise Price shall equal the price determined by multiplying the Exercise Price in effect immediately prior to the date of such distribution by a fraction of which the numerator shall be the Current Market Price of the Common Stock on such record date less the then fair market value (as determined by the Board in good faith) of the portion of the capital stock or assets or evidences of indebtedness so distributed or of such rights or warrants applicable to one share of Common Stock, and of which the denominator shall be the Current Market Price of the Common Stock on such record date; provided, however, that if the then fair market value (as so determined) of the portion of the Securities or Assets so distributed applicable to one share of Common Stock is equal to or greater than the Current Market Price of the Common Stock on the record date mentioned above, in lieu of the foregoing adjustment, adequate provision shall be made so that each holder of the Series 2 Warrants shall have the right to receive the amount and kind of Securities or Assets which such holder would have received had such holder exercised its Warrant immediately prior to the record date for the distribution of the Securities or Assets. Such adjustment shall become effective immediately after the effective date of such event retroactive to the record date for the determination of shareholders entitled to receive such event. (ii) No adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least 1% in the number of Shares purchasable on the exercise of this Warrant; provided, however, that any adjustments that by reason of this subsection (a) are not required to be made shall be carried forward and taken into account in any subsequent adjustmentdistribution. (iii) Whenever In case the number Company shall issue or sell any Common Stock (or rights, Options, warrants or other Convertible Securities) (collectively, "ADDITIONAL SHARES") at any time after the date hereof until [THIRD ANNIVERSARY OF THE CLOSING] without consideration or for a consideration per share (or having a exercise, exchange or exercise price per share) (such per share amount, the "SALE PRICE") less than the greater of Shares purchasable (A) the Current Market Price per share of Common Stock on the exercise date preceding the earlier of this Warrant is adjustedthe issuance or public announcement of the issuance of such Additional Shares of Common Stock and (B) the Exercise Price as of the date of such issuance of shares (or, in the case of Convertible Securities, less than the greater of the Current Market Price or the Exercise Price, as herein providedthe case may be, as of the date of issuance of the rights, Options, warrants or other securities in respect of which shares of Common Stock were issued) then, and in each such case, the Exercise Price payable on exercise shall be adjusted reduced to an amount determined by multiplying (A) the Exercise Price in effect on the day immediately prior to such adjustment date by (B) a fraction, the numerator of which shall be the sum of (1) the number of Shares purchasable on the exercise shares of this Warrant Common Stock outstanding immediately prior to such adjustment sale or issuance multiplied by the greater of (a) the then applicable Exercise Price per share and (b) the Current Market Price per share of Common Stock on the date preceding the earlier of the issuance or public announcement of the issuance of such Additional Shares of Common Stock (the greater of (a) and (b) above hereinafter referred to as the "ADJUSTMENT PRICE") and (2) the aggregate consideration receivable by the Company for the total number of shares of Common Stock so issued (or into or for which the rights, Options, warrants or other securities are convertible, exercisable or exchangeable), and the denominator of which shall be equal to the product of (I) the sum of (x) the total number of shares of Common Stock outstanding immediately prior to such sale or issue and (y) the number of Shares so purchasable immediately thereafter. additional shares of Common Stock issued (iv) Whenever or into or for which the number of Shares purchasable on the exercise of this Warrant rights, Options, warrants or the Exercise Price of such Shares is adjustedother securities may be converted, as herein providedexercised or exchanged), the Company shall cause to be promptly mailed multiplied by first class mail, postage prepaid, to the Holder of this Warrant notice of such adjustment or adjustments and shall deliver a resolution of the board of directors of the Company setting forth the number of Shares purchasable on the exercise of this Warrant and the Exercise Price of such Shares after such adjustment, setting forth a brief statement of the facts requiring such adjustment, together with the computation by which such adjustment was made. Such resolution, in the absence of manifest error, shall be conclusive evidence of the correctness of adjustment. (v) All such adjustments shall be made by the board of directors of the Company, which shall be binding on the Holder in the absence of demonstrable error.II)

Adjustment of Exercise Price and Number of Shares. The Exercise Price and the number of Warrant Shares purchasable on issuable upon exercise hereof shall be subject to adjustment from time to time in accordance with the following provisions: (a) If the Company shall at any time subdivide the outstanding shares of its Common Stock (including any stock split which increases the number of shares outstanding), the Exercise Price in effect immediately prior to such subdivision shall be proportionately decreased, and in case the Company shall at any time combine the outstanding shares of its Common Stock (including any stock split which reduces the number of shares outstanding), the Exercise Price in effect immediately prior to such combination shall be proportionately increased, effective from and after the record date of such subdivision or combination, as the case may be. (b) If the Company shall issue any shares of Common Stock as a dividend, from and after the date which is the record date for the determination of shareholders entitled to such dividend, the number of Warrant Shares issuable upon exercise of this Warrant and the Exercise Price shall be adjusted appropriately from time increased to time as follows: a number which is the product of (i) In the event the Company shall declare a dividend or make any other distribution on any capital stock of the Company payable in Common Stock, rights to purchase Common Stock, or securities convertible into Common Stock, or shall subdivide its outstanding shares of Common Stock into a greater number of shares or combine such outstanding stock into a smaller number of shares, then in each such event, the number of Warrant Shares subject to this Warrant shall be adjusted so that the Holder shall be entitled to purchase the kind and number of Shares of Common Stock or other securities of the Company that it would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised issuable upon exercise hereof immediately prior to the happening of such event or any said record date with respect thereto; an adjustment made pursuant to this subsection (a) shall become effective immediately after the effective date of such event retroactive to the record date for such event. MULTIPLIED BY (ii) No adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least 1% in the number of Shares purchasable on the exercise of this Warrant; provided, however, that any adjustments that by reason of this subsection (a) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (iii) Whenever the number of Shares purchasable on the exercise of this Warrant is adjusted, as herein provided, the Exercise Price payable on exercise shall be adjusted by multiplying the Exercise Price immediately prior to such adjustment by a fraction, the numerator of which shall be is the sum of the total number of shares of Common Stock outstanding immediately prior to said record date (assuming the exercise of all outstanding options, warrants, and rights to purchase Common Stock and the conversion into or exchange for Common Stock of all outstanding convertible or exchangeable securities) PLUS the number of Shares purchasable on the exercise shares of this Warrant immediately prior to such adjustment Common Stock issued as a dividend, and the denominator of which shall be is the total number of Shares so purchasable shares of Common Stock outstanding immediately thereafter. prior to said record date (iv) Whenever the number of Shares purchasable on assuming the exercise of this Warrant or the Exercise Price of such Shares is adjustedall outstanding options, as herein providedwarrants, the Company shall cause and rights to be promptly mailed by first class mail, postage prepaid, to the Holder of this Warrant notice of such adjustment or adjustments and shall deliver a resolution of the board of directors of the Company setting forth the number of Shares purchasable on the exercise of this Warrant purchase Common Stock and the Exercise Price conversion into or exchange for Common Stock of such Shares after such adjustment, setting forth a brief statement of the facts requiring such adjustment, together with the computation by which such adjustment was made. Such resolution, in the absence of manifest error, shall be conclusive evidence of the correctness of adjustmentall outstanding convertible or exchangeable securities). (v) All such adjustments shall be made by the board of directors of the Company, which shall be binding on the Holder in the absence of demonstrable error.

Adjustment of Exercise Price and Number of Shares. The number of Shares purchasable on the exercise of this Warrant and the Exercise Price shall be adjusted appropriately from time to time as follows: (ia) In the event that the Company shall declare a dividend or make at any other distribution on any capital stock time prior to the expiration of this Warrant subdivide the Company payable in outstanding shares of Common Stock, rights to purchase Common Stock, or securities convertible into Common Stock, Stock or shall subdivide issue a stock dividend on its outstanding shares of Common Stock into a greater payable in shares of Common Stock, then the number of shares or combine such outstanding stock into a smaller number of shares, then in each such event, the number of Shares subject to this Warrant shall be adjusted so that the Holder shall be entitled to purchase the kind and number of Shares of Common Stock or other securities of the Company that it would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto; an adjustment made pursuant to this subsection (a) shall become effective immediately after the effective date of such event retroactive to the record date for such event. (ii) No adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least 1% in the number of Shares purchasable on the exercise of this Warrant; provided, however, that any adjustments that by reason of this subsection (a) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (iii) Whenever the number of Shares purchasable on the exercise of this Warrant is adjusted, as herein provided, the Exercise Price payable on exercise shall be adjusted by multiplying the Exercise Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Shares purchasable on the issuable upon exercise of this Warrant immediately prior to such adjustment subdivision or to the issuance of such stock dividend shall be proportionately increased, and the denominator of which Exercise Price shall be proportionately decreased, and in the event that the Company shall at any time combine the outstanding shares of Common Stock then the number of Shares so purchasable immediately thereafter. (iv) Whenever the number shares of Shares purchasable on the Common Stock issuable upon exercise of this Warrant or immediately prior to such combination shall be proportionately decreased, and the Exercise Price shall be proportionately increased, effective at the close of business on the effective date of such Shares is adjustedsubdivision, stock dividend or combination, as herein providedthe case may be. (b) In the case of any reclassification, recapitalization or change in the Common Stock (other than any action for which adjustment is made pursuant to Section 5(a) hereof), the Company shall cause to be promptly mailed by first class mail, postage prepaid, to execute a new warrant providing that the Holder of this Warrant notice of shall have the right to exercise such adjustment or adjustments new warrant and shall deliver a resolution to procure upon such exercise and payment of the board of directors same aggregate Exercise Price, in lieu of the Company setting forth the number shares of Shares purchasable on the Common Stock theretofore exercisable upon exercise of this Warrant Warrant, the kind and the Exercise Price amount of shares, other securities, money or property receivable upon such Shares after such adjustmentreclassification, setting forth a brief statement recapitalization or change of the facts requiring Common Stock. In any such adjustment, together with the computation by which such adjustment was made. Such resolution, in the absence of manifest error, shall be conclusive evidence of the correctness of adjustment. (v) All such adjustments case appropriate provisions shall be made by with respect to the board of directors rights and interest of the Company, which Holder so that the provisions hereof shall thereafter be binding on the Holder in the absence applicable with respect to any shares of demonstrable error.stock or other securities and property deliverable upon exercise hereof and appropriate

Adjustment of Exercise Price and Number of Shares. The number In order to prevent dilution of Shares purchasable on the exercise of purchase rights granted under this Warrant and Warrant, the Exercise Price shall be adjusted appropriately subject to adjustment from time to time as provided in this Section 2, and the number of shares of Common Stock obtainable upon exercise of this Warrant shall be subject to adjustment from time to time as provided in this Section 2. (a) The Exercise Price shall be subject to adjustment as follows: (i) In the event case the Company shall declare at any time or from time to time after the Date of Issuance (A) pay a dividend or make any other a distribution on any capital stock in shares of the Company payable in Common Stock, rights to purchase Common Stock, Stock or securities convertible Convertible Securities into Common Stock, (B) subdivide or shall subdivide its reclassify the outstanding shares of Common Stock into a greater number of shares of Common Stock, (C) combine or combine such reclassify the outstanding stock shares of Common Stock into a smaller number of shares, then or (D) otherwise issue by reclassification of the shares of Common Stock any shares of capital stock of the Company, then, and in each such eventcase, the Exercise Price in effect immediately prior to such action and the number of Shares subject to shares of Common Stock obtainable upon exercise of this Warrant shall be proportionately adjusted so that the Holder holder of this Warrant shall be entitled to purchase receive the kind and number of Shares shares of Common Stock or other securities of the Company that it upon exercise of this Warrant which such holder would have owned or have been entitled to receive after the happening of any of the events described above, above had such Warrant been exercised immediately prior to the happening of such event or any the record date with respect thereto; an therefor, whichever is earlier. An adjustment made pursuant to this subsection Section 2(a)(i) shall become applicable (ax) in the case of any such dividend or distribution, immediately after the close of business on the record date for the determination of holders of shares of Common Stock entitled to receive such dividend or distribution and (y) in the case of any such subdivision, reclassification or combination, at the close of business on the day upon which such corporate action becomes effective. Such adjustment shall be made successively. (ii) In case the Company shall at any time or from time to time after the Date of Issuance declare, order, pay or make a dividend or other distribution (including without limitation any distribution of stock or other securities, evidences of indebtedness, property or assets or rights or warrants to subscribe for securities of the Company or any of its Subsidiaries) on its Common Stock (other than (A) regular quarterly dividends payable in cash or (B) dividends or distributions of shares of Common Stock referred to in Section 2(a)(i)) (any one of the foregoing other than the items specified in clause (A) or (B) referred to as "SECURITIES OR ASSETS"), then and in each such case, unless the Company elects to reserve shares or other units of such Securities or Assets for distribution to the holders of the Series 1 Warrants upon the exercise of such Series 1 Warrants so that any such holder exercising its Series 1 Warrants will receive upon such exercise, in addition to the shares of the Common Stock to which such holder is entitled, the amount and kind of such Securities or Assets which such holder would have received if such holder had, immediately prior to the record date for the distribution of the Securities or Assets, exercised its Warrant for Common Stock, the Exercise Price shall be adjusted so that such Exercise Price shall equal the price determined by multiplying the Exercise Price in effect immediately prior to the date of such distribution by a fraction of which the numerator shall be the Current Market Price of the Common Stock on such record date less the then fair market value (as determined by the Board in good faith) of the portion of the capital stock or assets or evidences of indebtedness so distributed or of such rights or warrants applicable to one share of Common Stock, and of which the denominator shall be the Current Market Price of the Common Stock on such record date; provided, however, that if the then fair market value (as so determined) of the portion of the Securities or Assets so distributed applicable to one share of Common Stock is equal to or greater than the Current Market Price of the Common Stock on the record date mentioned above, in lieu of the foregoing adjustment, adequate provision shall be made so that each holder of the Series 1 Warrants shall have the right to receive the amount and kind of Securities or Assets which such holder would have received had such holder exercised its Warrant immediately prior to the record date for the distribution of the Securities or Assets. Such adjustment shall become effective immediately after the effective date of such event retroactive to the record date for the determination of shareholders entitled to receive such event. (ii) No adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least 1% in the number of Shares purchasable on the exercise of this Warrant; provided, however, that any adjustments that by reason of this subsection (a) are not required to be made shall be carried forward and taken into account in any subsequent adjustmentdistribution. (iii) Whenever the number of Shares purchasable on the exercise of this Warrant is adjusted, as herein provided, the Exercise Price payable on exercise shall be adjusted by multiplying the Exercise Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Shares purchasable on the exercise of this Warrant immediately prior to such adjustment and the denominator of which shall be the number of Shares so purchasable immediately thereafter. (iv) Whenever the number of Shares purchasable on the exercise of this Warrant or the Exercise Price of such Shares is adjusted, as herein provided, In case the Company shall cause to be promptly mailed by first class mailissue or sell any Common Stock (or rights, postage prepaidOptions, to the Holder of this Warrant notice of such adjustment warrants or adjustments and shall deliver a resolution of the board of directors of the Company setting forth the number of Shares purchasable on the exercise of this Warrant and the Exercise Price of such Shares after such adjustmentother Convertible Securities) (collectively, setting forth a brief statement of the facts requiring such adjustment, together with the computation by which such adjustment was made. Such resolution, in the absence of manifest error, shall be conclusive evidence of the correctness of adjustment. (v"ADDITIONAL SHARES") All such adjustments shall be made by the board of directors of the Company, which shall be binding on the Holder in the absence of demonstrable error.at any

Adjustment of Exercise Price and Number of Shares. The number (i) If and whenever on or after the Date of Shares purchasable on Issuance the exercise Company issues or sells, or in accordance with Section 3(b) hereof is deemed to have issued or sold, any shares of this Warrant and Common Stock below the Put Price per share of such Common Stock determined as of the date of such issuance or sale, then the Exercise Price shall be adjusted appropriately from time to time as follows: an amount equal to (iA) In the event the Company shall declare a dividend or make any other distribution on any capital stock of the Company payable in Common Stock, rights to purchase Common Stock, or securities convertible into Common Stock, or shall subdivide its outstanding shares of Common Stock into a greater number of shares or combine such outstanding stock into a smaller number of shares, then in each such event, the number of Shares subject to this Warrant shall be adjusted so that the Holder shall be entitled to purchase the kind and number of Shares of Common Stock or other securities of the Company that it would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto; an adjustment made pursuant to this subsection (a) shall become effective immediately after the effective date of such event retroactive to the record date for such event. (ii) No adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least 1% in the number of Shares purchasable on the exercise of this Warrant; provided, however, that any adjustments that by reason of this subsection (a) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (iii) Whenever the number of Shares purchasable on the exercise of this Warrant is adjusted, as herein provided, the Exercise Price payable on exercise shall be adjusted by multiplying the Exercise Price in effect immediately prior to such adjustment issuance or sale multiplied by (B) a fraction, the numerator of which shall be the sum of (1) the number of Shares purchasable on shares of Common Stock Deemed Outstanding immediately prior to such issuance or sale multiplied by the Put Price of the Warrant Stock determined as of the date of such issuance or sale without giving effect to such issuance or sale, plus (2) the consideration, if any, received by the Company upon such issuance or sale, and the denominator of which will be the product derived by multiplying the Put Price of the Warrant Stock determined as of the date of such issuance or sale without giving effect to such issuance or sale, by the number of shares of Common Stock Deemed Outstanding immediately after such issuance or sale. (ii) Upon each such adjustment of the Exercise Price hereunder, the number of shares of Warrant Stock issuable upon exercise of this Warrant shall be adjusted to the number of shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Warrant Stock issuable upon exercise of this Warrant immediately prior to such adjustment and dividing the denominator of which product thereof by the Exercise Price resulting from such adjustment. (iii) Notwithstanding the foregoing, there shall be no adjustment to the Exercise Price or the number of Shares so purchasable immediately thereaftershares of Warrant Stock issuable upon exercise of this Warrant with respect to (a) the issuance of Warrant Stock upon exercise of this Warrant, (b) the issuance of any new warrants in connection with this Warrant, or (c) the issuance of any other warrants pursuant to the Purchase Agreement or the issuance of Common Stock upon the exercise of such warrants. (iv) Whenever In addition, there shall be no adjustment to the number Exercise Price upon the issuance of Shares purchasable Options under the Option Plans, after the Date of Issuance, exercisable for up to 336,981 shares of Class A Stock, at an exercise price per share equal to the Market Price on the grant date, or the issuance of shares of Common Stock upon the exercise of this Warrant or such Options; provided, however, that if such Options are issued at an exercise price per share below such Market Price, the Exercise Price of shall adjust pursuant to Section 3(a)(i) hereof as if such Shares is adjusted, Options were issued below the Put Price as herein provided, the Company shall cause to be promptly mailed by first class mail, postage prepaid, to the Holder of this Warrant notice of such adjustment or adjustments and shall deliver a resolution of the board of directors of the Company setting forth the number of Shares purchasable on the exercise of this Warrant and the Exercise Price of such Shares after such adjustment, setting forth a brief statement of the facts requiring such adjustment, together with the computation by which such adjustment was made. Such resolution, provided in the absence of manifest error, shall be conclusive evidence of the correctness of adjustmentSection 3(b)(i). (v) All If, at any time after the Date of Issuance, the Company issues any Options under the Option Plans, such adjustments additional Options shall be made by deemed to be included in "Common Stock Deemed Outstanding on the board Date of directors Issuance" for purposes of calculating the CompanyApplicable Number (and the Restricted Applicable Number), which and the number of shares of Warrant Stock issuable upon exercise of this Warrant shall be binding on increased proportionally based upon the Holder in the absence number of demonstrable errorOptions so issued.

Adjustment of Exercise Price and Number of Shares. The number of Shares purchasable on the exercise of this Warrant and the Exercise ------------------------------------------------- Price shall be adjusted appropriately subject to adjustment from time to time upon the occurrence of certain events between the Effective Date and the expiration of the Exercise Term, as follows: a. Reclassification or Merger. -------------------------- (i) In Except as provided in Section 4(a)(ii) below, in case ---------------- of any reclassification, change, exchange or conversion of securities underlying the event SARs (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of any merger of Computervision with or into another corporation (other than a merger with another corporation in which Computervision is the Company acquiring and the surviving corporation and which does not result in any reclassification or change of outstanding securities underlying the SARs), Computervision, or such successor, as the case may be, shall declare duly execute and deliver to Foothill a dividend or make any other distribution on any capital stock new Stock Appreciation Rights Agreement (in form and substance reasonably satisfactory to Foothill), so that Foothill shall have the right to receive, at an aggregate exercise price not to exceed that payable upon the exercise of the Company payable in Common Stock, rights to purchase Common Stock, or securities convertible into Common Stock, or shall subdivide its outstanding shares of Common Stock into a greater number of shares or combine such outstanding stock into a smaller number of shares, then in each such eventSARs, the number of Shares subject to this Warrant shall be adjusted so Aggregate SAR Value receivable upon such reclassification, change or merger that the Holder shall be entitled to purchase the kind and number of Shares of Common Stock or other securities of the Company that it Foothill would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto; an adjustment made pursuant to under this subsection (a) shall become effective immediately after the effective date of such event retroactive to the record date for such eventAgreement. (ii) No adjustment In the event of a transaction in which the number common stock of Shares purchasable hereunder Computervision is exchanged or converted solely into capital stock (the "Successor Stock") of another corporation (the "Successor"), then the Successor shall be required unless such adjustment would require an increase or decrease assume all of at least 1% in Computervision's obligations hereunder, so that Foothill shall have the number of Shares purchasable on the exercise of this Warrant; provided, however, that any adjustments that by reason of this subsection (a) are not required right to be made shall be carried forward and taken into account in any subsequent adjustment. (iii) Whenever the number of Shares purchasable on the exercise of this Warrant is adjusted, as herein provided, receive SARs with the Exercise Price payable on exercise shall be that is adjusted by multiplying to reflect the Exercise Price immediately prior to exchange ratio used in the exchange of Computervision Common Stock for the Successor Stock of the Successor as provided in such adjustment by a fraction, the numerator of which shall be the number of Shares purchasable on the exercise of this Warrant immediately prior to such adjustment and the denominator of which shall be the number of Shares so purchasable immediately thereafter. (iv) Whenever the number of Shares purchasable on the exercise of this Warrant or the transaction. The Exercise Price of such Shares is adjusted, new SARs shall be subject to adjustments that shall be as herein provided, the Company shall cause to nearly equivalent as may be promptly mailed by first class mail, postage prepaid, practicable to the Holder adjustments provided for in this Section 4. The provisions of this Warrant notice of such adjustment or adjustments subparagraph (a)(ii) shall similarly apply to --------- successive reclassifications, changes, mergers and shall deliver a resolution of the board of directors of the Company setting forth the number of Shares purchasable on the exercise of this Warrant and the Exercise Price of such Shares after such adjustment, setting forth a brief statement of the facts requiring such adjustment, together with the computation by which such adjustment was made. Such resolution, in the absence of manifest error, shall be conclusive evidence of the correctness of adjustmenttransfers. (v) All such adjustments shall be made by the board of directors of the Company, which shall be binding on the Holder in the absence of demonstrable error.

Adjustment of Exercise Price and Number of Shares. The Exercise Price and the number and kind of Shares (or other securities) purchasable on hereunder shall be subject to adjustment as follows: In case the exercise Company shall at any time prior to the expiration of this Warrant and the Exercise Price shall be adjusted appropriately from time to time as follows: Warrant, (i) In the event the Company shall declare pay a dividend or make any other a distribution on any capital stock the outstanding shares of Common Stock in shares of Common Stock of the Company payable in Common StockCompany, rights to purchase Common Stock, or securities convertible into Common Stock, or shall (ii) subdivide its the outstanding shares of Common Stock into a greater larger number of shares or of Common Stock, (iii) combine such the outstanding stock shares of Common Stock into a smaller number of sharesshares of Common Stock, then or (iv) issue any equity interest in a reclassification of the Common Stock, then, and in each such eventcase, the Exercise Price and number of Shares (or other securities) purchasable hereunder in effect immediately prior to such event shall be adjusted (and any other appropriate actions shall be taken by the Company) so that the holder of this Warrant shall be entitled to receive, for the same aggregate consideration, the number of Shares subject to this Warrant shall be adjusted so that the Holder shall be entitled to purchase the kind and number of Shares shares of Common Stock or other securities of the Company that it the holder would have owned or have been entitled to receive after the happening upon or by reason of any of the events described above, had such this Warrant been exercised (whether or not otherwise then exercisable) immediately prior to the happening occurrence of such event or any record date with respect thereto; an to any unexercised portion of this Warrant. Any adjustment made pursuant to this subsection (a) Section 7 shall become effective retroactively (i) in the case of any such dividend or distribution, to a date immediately after following the effective date close of such event retroactive to business on the record date for the determination of holders of Common Stock entitled to receive such event. dividend or distribution or (ii) No adjustment in the case of any such subdivision, combination or reclassification, to the close of business on the day upon which such corporate action becomes effective. In case the Company at any time or from time to time shall take any action affecting the Common Stock or its other equity interests, if any, other than an action described above, then an adjustment shall be made in the Exercise Price and number of Shares (or other securities) purchasable hereunder shall in such manner and at such time as the Board of Directors of the Company in good faith determines to be required unless such adjustment would require an increase or decrease of at least 1% equitable in the number of Shares purchasable on the exercise of this Warrant; provided, however, that any adjustments that by reason of this subsection circumstances (a) are not required such determination to be made shall be carried forward and taken into account evidenced in any subsequent adjustment. (iii) Whenever the number of Shares purchasable on the exercise of this Warrant is adjusteda resolution, as herein provided, the Exercise Price payable on exercise shall be adjusted by multiplying the Exercise Price immediately prior to such adjustment by a fraction, the numerator certified copy of which shall be mailed to the number of Shares purchasable on the exercise holder of this Warrant immediately prior to such adjustment and the denominator of which shall be the number of Shares so purchasable immediately thereafterWarrant). (iv) Whenever the number of Shares purchasable on the exercise of this Warrant or the Exercise Price of such Shares is adjusted, as herein provided, the Company shall cause to be promptly mailed by first class mail, postage prepaid, to the Holder of this Warrant notice of such adjustment or adjustments and shall deliver a resolution of the board of directors of the Company setting forth the number of Shares purchasable on the exercise of this Warrant and the Exercise Price of such Shares after such adjustment, setting forth a brief statement of the facts requiring such adjustment, together with the computation by which such adjustment was made. Such resolution, in the absence of manifest error, shall be conclusive evidence of the correctness of adjustment. (v) All such adjustments shall be made by the board of directors of the Company, which shall be binding on the Holder in the absence of demonstrable error.

Adjustment of Exercise Price and Number of Shares. (a) The number of Shares purchasable on the exercise of this Warrant and the Exercise Price shall be adjusted appropriately from time to time as follows: (i) In the event the Company shall declare a dividend or make any other distribution on any capital stock of the Company payable in Common Stockcommon stock, rights to purchase Common Stockcommon stock, or securities convertible into Common Stock, common stock or shall subdivide its outstanding shares of Common Stock common stock into a greater number of shares or combine such its outstanding stock into a smaller number of shares, then in each such event, the number of Shares subject to this Warrant shall be adjusted so that the Holder shall be entitled to purchase the kind and number of Shares of Common Stock common stock or other securities of the Company that it 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 immediately prior to before the happening of such event or any record date with respect thereto; an adjustment made pursuant to this subsection (asubparagraph 3(a) shall become effective immediately after the effective date of such event retroactive to the record date for such the event. (ii) No adjustment in the number of Shares purchasable hereunder shall be required unless such the adjustment would require an increase or decrease of at least 1% in the number of Shares purchasable on the exercise of this Warrant; provided, however, that any adjustments that by reason of this subsection (asubparagraph 3(a) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (iii) Whenever the number of Shares purchasable on the exercise of this Warrant is adjusted, adjusted as herein provided, the Exercise Price payable on exercise shall be adjusted by multiplying the Exercise Price immediately prior to such before the adjustment by a fraction, the numerator of which shall be the number of Shares purchasable on the exercise of this Warrant immediately prior to such before the adjustment and the denominator of which shall be the number of Shares so purchasable immediately thereafter. (iv) Whenever the number of Shares purchasable on the exercise of this Warrant or the Exercise Price of such the Shares is adjusted, are adjusted as herein provided, the Company shall cause to be promptly mailed by first first-class mail, postage prepaid, to the Holder of this Warrant notice of such adjustment or adjustments and shall deliver a resolution of the Company’s board of directors of the Company setting forth the number of Shares purchasable on the exercise of this Warrant and the Exercise Price of such the Shares after such adjustment, setting forth a brief statement of the facts requiring such the adjustment, together with the computation by which such the adjustment was made. Such resolution, in the absence of manifest error, shall be conclusive evidence of the correctness of adjustment. (v) All such adjustments shall be made by the Company’s board of directors of the Companydirectors, which shall be binding on the Holder in the absence of demonstrable error.

Adjustment of Exercise Price and Number of Shares. The number In order to prevent dilution of Shares purchasable on the exercise of purchase rights granted under this Warrant and Warrant, the Exercise Price shall be adjusted appropriately subject to adjustment from time to time as provided in this SECTION 2, and the number of shares of Common Stock obtainable upon exercise of this Warrant shall be subject to adjustment from time to time as provided in this SECTION 2. (a) The Exercise Price shall be subject to adjustment as follows: (i) In the event case the Company shall declare at any time or from time to time after the Date of Issuance (A) pay a dividend or make any other a distribution on any capital stock in shares of the Company payable in Common Stock, rights to purchase Common Stock, Stock or securities convertible Convertible Securities into Common Stock, (B) subdivide or shall subdivide its reclassify the outstanding shares of Common Stock into a greater number of shares of Common Stock, (C) combine or combine such reclassify the outstanding stock shares of Common Stock into a smaller number of shares, then or (D) otherwise issue by reclassification of the shares of Common Stock any shares of capital stock of the Company, then, and in each such eventcase, the Exercise Price in effect immediately prior to such action and the number of Shares subject to shares of Common Stock obtainable upon exercise of this Warrant shall be proportionately adjusted so that the Holder holder of this Warrant shall be entitled to purchase receive the kind and number of Shares shares of Common Stock or other securities of the Company that it upon exercise of this Warrant which such holder would have owned or have been entitled to receive after the happening of any of the events described above, above had such Warrant been exercised immediately prior to the happening of such event or any the record date with respect thereto; an therefor, whichever is earlier. An adjustment made pursuant to this subsection SECTION 2(a)(i) shall become applicable (ax) in the case of any such dividend or distribution, immediately after the close of business on the record date for the determination of holders of shares of Common Stock entitled to receive such dividend or distribution and (y) in the case of any such subdivision, reclassification or combination, at the close of business on the day upon which such corporate action becomes effective. Such adjustment shall be made successively. (ii) In case the Company shall at any time or from time to time after the Date of Issuance declare, order, pay or make a dividend or other distribution (including without limitation any distribution of stock or other securities, evidences of indebtedness, property or assets or rights or warrants to subscribe for securities of the Company or any of its Subsidiaries) on its Common Stock (other than (A) regular quarterly dividends payable in cash or (B) dividends or distributions of shares of Common Stock referred to in SECTION 2(a)(i)) (any one of the foregoing other than the items specified in clause (A) or (B) referred to as "SECURITIES OR ASSETS"), then and in each such case, unless the Company elects to reserve shares or other units of such Securities or Assets for distribution to the holders of the Series 1 Warrants upon the exercise of such Series 1 Warrants so that any such holder exercising its Series 1 Warrants will receive upon such exercise, in addition to the shares of the Common Stock to which such holder is entitled, the amount and kind of such Securities or Assets which such holder would have received if such holder had, immediately prior to the record date for the distribution of the Securities or Assets, exercised its Warrant for Common Stock, the Exercise Price shall be adjusted so that such Exercise Price shall equal the price determined by multiplying the Exercise Price in effect immediately prior to the date of such distribution by a fraction of which the numerator shall be the Current Market Price of the Common Stock on such record date less the then fair market value (as determined by the Board in good faith) of the portion of the capital stock or assets or evidences of indebtedness so distributed or of such rights or warrants applicable to one share of Common Stock, and of which the denominator shall be the Current Market Price of the Common Stock on such record date; PROVIDED, HOWEVER, that if the then fair market value (as so determined) of the portion of the Securities or Assets so distributed applicable to one share of Common Stock is equal to or greater than the Current Market Price of the Common Stock on the record date mentioned above, in lieu of the foregoing adjustment, adequate provision shall be made so that each holder of the Series 1 Warrants shall have the right to receive the amount and kind of Securities or Assets which such holder would have received had such holder exercised its Warrant immediately prior to the record date for the distribution of the Securities or Assets. Such adjustment shall become effective immediately after the effective date of such event retroactive to the record date for the determination of shareholders entitled to receive such event. (ii) No adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least 1% in the number of Shares purchasable on the exercise of this Warrant; provided, however, that any adjustments that by reason of this subsection (a) are not required to be made shall be carried forward and taken into account in any subsequent adjustmentdistribution. (iii) Whenever the number of Shares purchasable on the exercise of this Warrant is adjusted, as herein provided, the Exercise Price payable on exercise shall be adjusted by multiplying the Exercise Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Shares purchasable on the exercise of this Warrant immediately prior to such adjustment and the denominator of which shall be the number of Shares so purchasable immediately thereafter. (iv) Whenever the number of Shares purchasable on the exercise of this Warrant or the Exercise Price of such Shares is adjusted, as herein provided, In case the Company shall cause to be promptly mailed by first class mailissue or sell any Common Stock (or rights, postage prepaidOptions, to the Holder of this Warrant notice of such adjustment warrants or adjustments and shall deliver a resolution of the board of directors of the Company setting forth the number of Shares purchasable on the exercise of this Warrant and the Exercise Price of such Shares after such adjustmentother Convertible Securities) (collectively, setting forth a brief statement of the facts requiring such adjustment, together with the computation by which such adjustment was made. Such resolution, in the absence of manifest error, shall be conclusive evidence of the correctness of adjustment. (v"ADDITIONAL SHARES") All such adjustments shall be made by the board of directors of the Company, which shall be binding on the Holder in the absence of demonstrable error.at any

Adjustment of Exercise Price and Number of Shares. (a) The number of Shares purchasable on the exercise of this Warrant and the Exercise Price shall be adjusted appropriately from time to time as follows: (i) In the event the Company shall declare a dividend or make any other distribution on any capital stock of the Company payable in Common Stock, rights to purchase Common Stock, or securities convertible into Common Stock, Stock (hereinafter "Convertible Securities") or shall subdivide its outstanding shares of Common Stock into a greater number of shares or combine such outstanding stock into a smaller number of shares, then in each such event, the number of Shares subject to this Warrant shall be adjusted so that the Holder holder shall be entitled to purchase the kind and number of Shares of Common Stock or other securities of the Company that which it would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto; an adjustment made pursuant to this subsection paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date for such event. (ii) In case the Company shall issue shares of its Common Stock (excluding the issuance of (i) Common Stock or Convertible Securities issued in any of the transactions described in paragraphs 5(b) or (ii) shares of Common Stock issued upon the exercise of the Company's Series A through D Warrants) at a price per share of Common Stock of less than Two Dollars ($2.00), then the number of Warrant Shares thereafter purchasable upon the exercise of this Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon exercise of such Warrant by a fraction, the numerator of which shall be the sum of (a) the total number of shares of Common Stock and shares of Common Stock issuable upon the exercise of Convertible Securities (in each case, excluding all shares being issued for which adjustment is being made pursuant to this paragraph (a)(ii)), each as outstanding on such date plus (b) the additional Number of Shares of Common Stock issued in the transaction that causes the adjustment, and the denominator of which shall be the sum of (x) the total number of shares of Common Stock and shares of Common Stock issuable upon the exercise of Convertible Securities (in each case, excluding all shares being issued for which adjustment is being made pursuant to this paragraph (a)(ii)), each as outstanding on such date plus (y) the number of shares of Common Stock which the aggregate Proceeds of the transaction (including the conversion price of Convertible Securities issued in the transacftion) would purchase at a price of Three Dollars and Fifty Cents ($3.50) per share. (iii) No adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one percent (1% %) in the number of Shares purchasable on the exercise of this Warrant; provided, however, that any adjustments that which by reason of this subsection (a) paragraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (iiiiv) Whenever the number of Shares purchasable on the exercise of this Warrant is adjusted, as herein provided, the Exercise Price payable on exercise shall be adjusted by multiplying the Exercise Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Shares purchasable on the exercise of this Warrant immediately prior to such adjustment and the denominator of which shall be the number of Shares so purchasable immediately thereafter. (ivv) Whenever the number of Shares purchasable on the exercise of this Warrant or the Exercise Price of such Shares is are adjusted, as herein provided, the Company shall cause to be promptly mailed by first class mail, postage prepaid, to the Holder of this Warrant notice of such adjustment or adjustments and shall deliver a resolution of the board of directors of the Company setting forth the number of Shares purchasable on the exercise of this Warrant and the Exercise Price of such Shares after such adjustment, setting forth adjustment and a brief statement of the facts requiring such adjustment, together with the computation by which such adjustment was made. Such resolution, in the absence of manifest error, shall be conclusive evidence of the correctness of adjustment. (vvi) All such adjustments shall be made by the board of directors of the Company, which shall be binding on the Holder in the absence of demonstrable error.

Adjustment of Exercise Price and Number of Shares. The number of Shares purchasable on the exercise of this Warrant and the Exercise Price shall be adjusted appropriately from time to time as follows: (i) In the event the Company shall declare a dividend or make any other distribution on any capital stock of the Company payable in Common Stock, rights to purchase Common Stock, or securities convertible into Common Stock, or shall subdivide its outstanding shares of Common Stock into a greater number of shares or combine such outstanding stock into a smaller number of shares, then in each such event, the number of Shares subject to this Warrant and the Exercise Price may be adjustment from time to time, as follows: (a) Reclassification, Reorganization, Merger or Sale. In case of any (i) reclassification, reorganization or recapitalization (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or (ii) consolidation or merger of the Company with or into another corporation or entity (other than a merger with another corporation or entity in which the Company is the surviving corporation and that does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant), or (iii) sale of all or substantially all of the Company's assets (collectively, "Adjustment Transactions"), the Company shall make provision (reasonably satisfactory to the Holder), or such successor or purchasing corporation, so that the holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of Shares or other securities or property that such holder would have been entitled to receive, if, immediately prior to any such Adjustment Transaction, the Holder had held the number of Warrant Shares that at such time could have been purchased upon full exercise of this Warrant. In any such case, appropriate adjustments (as reasonably determined in good faith by the Company's Board of Directors) of this Warrant shall be adjusted so made such that the provisions set forth in this Section 4 (including provisions with respect to adjustment of the Exercise Price) shall thereafter be applicable, as nearly as is practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant. The provisions of this Section 4(a) shall similarly apply to successive reclassifications, changes, consolidations, mergers and sales. The Company shall not effect or agree to effect any Adjustment Transaction unless, prior to the consummation thereof, the surviving successor person (if other than the Company) of such Adjustment Transaction, shall by written instrument, confirm its obligation to deliver such shares of stock, securities or assets, to which, in accordance with the foregoing provisions, the Holder shall be entitled to purchase the kind and number of Shares of Common Stock or other securities of the Company that it would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto; an adjustment made pursuant to this subsection (a) shall become effective immediately after the effective date of such event retroactive to the record date for such eventupon exercise hereof. (ii) No adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least 1% in the number of Shares purchasable on the exercise of this Warrant; provided, however, that any adjustments that by reason of this subsection (a) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (iii) Whenever the number of Shares purchasable on the exercise of this Warrant is adjusted, as herein provided, the Exercise Price payable on exercise shall be adjusted by multiplying the Exercise Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Shares purchasable on the exercise of this Warrant immediately prior to such adjustment and the denominator of which shall be the number of Shares so purchasable immediately thereafter. (iv) Whenever the number of Shares purchasable on the exercise of this Warrant or the Exercise Price of such Shares is adjusted, as herein provided, the Company shall cause to be promptly mailed by first class mail, postage prepaid, to the Holder of this Warrant notice of such adjustment or adjustments and shall deliver a resolution of the board of directors of the Company setting forth the number of Shares purchasable on the exercise of this Warrant and the Exercise Price of such Shares after such adjustment, setting forth a brief statement of the facts requiring such adjustment, together with the computation by which such adjustment was made. Such resolution, in the absence of manifest error, shall be conclusive evidence of the correctness of adjustment. (v) All such adjustments shall be made by the board of directors of the Company, which shall be binding on the Holder in the absence of demonstrable error.

Adjustment of Exercise Price and Number of Shares. The number of Shares purchasable on Common ----------------------------------------------------------- Stock Warrants. -------------- (a) Subject to the exercise of this Warrant and exceptions referred to in Section 9(g) below, in the Exercise Price shall be adjusted appropriately event the Company shall, at any time or from time to time after the date hereof, issue any shares of Common Stock as follows: (i) In stock dividend to the event the Company shall declare a dividend or make any other distribution on any capital stock holders of the Company payable in Common Stock, rights to purchase Common Stock, or securities convertible into Common Stock, subdivide or shall subdivide its combine the outstanding shares of Common Stock into a greater or lesser number of shares (any such sale, issuance, subdivision or combine such outstanding stock into combination being herein called a smaller number "Change of sharesShares"), then in then, and thereafter upon each such eventfurther Change of Shares, the number of Shares subject to this Warrant shall be adjusted so that the Holder shall be entitled to purchase the kind and number of Shares of Common Stock or other securities of the Company that it would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto; an adjustment made pursuant to this subsection (a) shall become effective immediately after the effective date of such event retroactive to the record date for such event. (ii) No adjustment applicable Purchase Price in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least 1% in the number of Shares purchasable on the exercise of this Warrant; provided, however, that any adjustments that by reason of this subsection (a) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (iii) Whenever the number of Shares purchasable on the exercise of this Warrant is adjusted, as herein provided, the Exercise Price payable on exercise shall be adjusted by multiplying the Exercise Price effect immediately prior to such adjustment Change of Shares shall be changed to a price (including any applicable fraction of a cent) determined by multiplying the Purchase Price in effect immediately prior thereto by a fraction, the numerator of which shall be the sum of (a) the total number of shares of Common Stock outstanding immediately prior to such Change of Shares and (b) the number of shares of Common Stock which the aggregate consideration received by the Company upon such sale, issuance, subdivision or combination (determined in accordance with subsection (f) below) could have purchased at the then current Purchase Price, and the denominator of which shall be the total number of shares of Common Stock outstanding immediately after such Change of Shares. Upon each adjustment of the applicable Purchase Price pursuant to this Section 9, the total number of shares of Common Stock purchasable on upon the exercise of this each Warrant shall (subject to the provisions contained in Section 9(b) hereof) be such number of shares (calculated to the nearest tenth) purchasable at the applicable Purchase Price immediately prior to such adjustment multiplied by a fraction, the numerator of which shall be the applicable Purchase Price in effect immediately prior to such adjustment and the denominator of which shall be the number of Shares so purchasable applicable Purchase Price in effect immediately thereafterafter such adjustment. (ivb) Whenever The Company may elect, upon any adjustment of the applicable Purchase Price hereunder, to adjust the number of Shares Warrants outstanding, in lieu of adjusting the number of shares of Common Stock purchasable on upon the exercise of each Warrant as hereinabove provided, so that each Warrant outstanding after such adjustment shall represent the right to purchase one share of Common Stock. Each Warrant held of record prior to such adjustment of the number of Warrants shall become that number of Warrants (calculated to the nearest tenth) determined by multiplying the number by a fraction, the numerator of which shall be the applicable Purchase Price in effect immediately prior to such adjustment and the denominator of which shall be the applicable Purchase Price in effect immediately after such adjustment. Upon each such adjustment of the number of Warrants, the Redemption Price in effect immediately prior to such adjustment also shall be adjusted by multiplying such Redemption Price by a fraction, the numerator of which shall be the Purchase Price in effect immediately after such adjustment and the denominator of which shall be the Purchase Price in effect immediately prior to such adjustment. Upon each adjustment of the number of Warrants pursuant to this Section 9, the Company shall, as promptly as practicable, cause to be distributed to each Registered Holder of Warrant or Certificates on the Exercise Price date of such Shares adjustment, Warrant Certificates evidencing, subject to Section 10 hereof, the number of additional Warrants, if any, to which such Holder shall be entitled as a result of such adjustment or, at the option of the Company, cause to be distributed to such Holder in substitution and replacement for the Warrant Certificates held by him prior to the date of adjustment (and upon surrender thereof, if required by the Company) new Warrant Certificates evidencing the number of Warrants to which such Holder shall be entitled after such adjustment. (c) In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock, or in case of any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is adjustedthe continuing corporation and which does not result in any reclassification, as herein providedcapital reorganization or other change of outstanding shares of Common Stock), or in case of any sale or conveyance to another corporation of the property of the Company as, or substantially as, an entirety (other than a sale/leaseback, mortgage or other financing transaction), the Company shall cause effective provision to be promptly mailed made so that each holder of a Warrant then outstanding shall have the right thereafter, by first class mail, postage prepaidexercising such Warrant, to purchase the Holder kind and number of this Warrant notice shares of stock or other securities or property (including cash) receivable upon such reclassification, capital reorganization or other change, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock that might have been purchased upon exercise of such Warrant, immediately prior to such reclassification, capital reorganization or other change, consolidation, merger, sale or conveyance. Any such provision shall include provision for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 9. The foregoing provisions shall similarly apply to successive reclassification, capital reorganizations and other changes of outstanding shares of Common Stock and to successive consolidations, mergers, sales or conveyances. (d) After each adjustment or adjustments and shall deliver a resolution of the board of directors Purchase Price pursuant to this Section 9, the Company will promptly prepare a certificate signed by the President, and by the Secretary or an Assistant Secretary, of the Company setting forth forth: (i) the applicable Purchase Price as so adjusted, (ii) the number of Shares shares of Common Stock purchasable on the upon exercise of this each Warrant and the Exercise Price of such Shares after such adjustment, setting forth and, if the Company shall have elected to adjust the number of Warrants, the number of Warrants to which the registered holder of each Warrant shall then be entitled, and the adjustment in Redemption Price resulting therefrom, and (iii) a brief statement of the facts requiring accounting for such adjustment, together . The Company will promptly file such certificate with the computation Warrant Agent and cause a brief summary thereof to be sent by which ordinary first class mail to ▇▇▇▇▇▇▇▇ and to each registered holder of Warrants at his last address as it shall appear on the registry books of the Warrant Agent. No failure to mail such adjustment notice nor any defect therein or in the mailing thereof shall affect the validity thereof except as to the holder to whom the Company failed to mail such notice, or except as to the holder whose notice was madedefective. Such resolutionThe affidavit of an officer of the Warrant Agent or the Secretary or an Assistant Secretary of the Company that such notice has been mailed shall, in the absence of manifest errorfraud, shall be conclusive prima facie evidence of the correctness facts stated therein. (e) For purposes of adjustmentSection 9(a) and 9(b) hereof, the following provisions (A) to (F) shall also be applicable: (A) The number of shares of Common Stock outstanding at any given time shall include shares of Common Stock owned or held by or for the account of the Company and the sale or issuance of such treasury shares or the distribution of any such treasury shares shall not be considered a Change of Shares for purposes of said sections. (B) No adjustment of the Purchase Price shall be made unless such adjustment would require an increase or decrease of at least $.05 in such price; provided that any adjustments which by reason of this clause (B) are not required to be made shall be carried forward and shall be made at the time of and together with the next subsequent adjustment which, together with any adjustment(s) so carried forward, shall require an increase or decrease of at least $.05 in the Purchase Price then in effect hereunder. (C) In case of (1) the sale by the Company solely for cash of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or any securities convertible into or exchangeable for Common Stock without the payment of any further consideration other than cash, if any (such convertible or exchangeable securities being herein called "Convertible Securities"), or (2) the issuance by the Company, without the receipt by the Company of any consideration therefor, of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or Convertible Securities, in each case, if (and only if) the consideration payable to the Company upon the exercise of such rights, warrants or options shall consist solely of cash, whether or not such rights, warrants or options, or the right to convert or exchange such Convertible Securities, are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities (determined by dividing (x) the minimum aggregate consideration payable to the Company upon the exercise of such rights, warrants or options, plus the consideration received by the Company for the issuance or sale of such rights, warrants or options, plus, in the case of such Convertible Securities, the minimum aggregate amount of additional consideration, if any, other than such Convertible Securities, payable upon the conversion or exchange thereof, by (y) the total maximum number of shares of Common Stock issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities issuable upon the exercise of such rights, warrants or options) is less than the then Purchase Price immediately prior to the date of the issuance or sale of such rights, warrants or options, then the total maximum number of shares of Common Stock issuable upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities (as of the date of the issuance or sale of such rights, warrants or options) shall be deemed to be outstanding shares of Common Stock for purposes of Sections 9(a) and 9(b) hereof and shall be deemed to have been sold for cash in an amount equal to such price per share. (D) In case of the sale by the Company solely for cash of any Convertible Securities, whether or not the right of conversion or exchange thereunder is immediately exercisable, and the price per share for which Common Stock is issuable upon the conversion or exchange of such Convertible Securities (determined by dividing (x) the total amount of consideration received by the Company for the sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, other than such Convertible Securities, payable upon the conversion or exchange thereof, by (y) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of such Convertible Securities) is less than the then Purchase Price immediately prior to the date of the sale of such Convertible Securities, then the total maximum number of shares of Common Stock issuable upon the conversion or exchange of such Convertible Securities (as of the date of the sale of such Convertible Securities) shall be deemed to be outstanding shares of Common Stock for purposes of Sections 9(a) and 9(b) hereof and shall be deemed to have been sold for cash in an amount equal to such price per share. (E) If the exercise or purchase price provided for in any right, warrant or option referred to in (C) above, or the rate at which any Convertible Securities referred to in (C) or (D) above are convertible into or exchangeable for Common Stock, shall change at any time (other than under or by reason of provisions designed to protect against dilution), the Purchase Price then in effect hereunder shall forthwith be readjusted to such Purchase Price as would have been obtained (1) had the adjustments made upon the issuance or sale of such rights, warrants, options or Convertible Securities been made upon the basis of the issuance of only the number of shares of Common Stock theretofore actually delivered (and the total consideration received therefor) upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities, (2) had adjustments been made on the basis of the Purchase Price as adjusted under clause (1) for all transactions (which would have affected such adjusted Purchase Price) made after the issuance or sale of such rights, warrants, options or Convertible Securities, and (3) had any such rights, warrants, options or Convertible Securities then still outstanding been originally issued or sold at the time of such change on the expiration of any such right, warrant or option or the termination of any such right to convert or exchange any such Convertible Securities, the Purchase Price then in effect hereunder shall forthwith be readjusted to such Purchase Price as would have been obtained (a) had the adjustments made upon the issuance or sale of such rights, warrants, options or Convertible Securities been made upon the basis of the issuance of only the number of shares of Common Stock theretofore actually delivered (and the total consideration received therefor) upon the exercise of such rights, warrants or options or upon the conversion or exchange of such Convertible Securities and (b) had adjustments been made on the basis of the Purchase Price as adjusted under clause (a) for all transactions (which would have affected such adjusted Purchase Price) made after the issuance or sale of such rights, warrants, options or Convertible Securities. (F) In case of the sale for cash of any shares of Common Stock, any Convertible Securities, any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or Convertible Securities, the consideration received by the Company therefore shall be deemed to be the gross sales price therefor without deducting therefrom any expense paid or incurred by the Company or any underwriting discounts or commissions or concessions paid or allowed by the Company in connection therewith. (f) No adjustment to the Purchase Price of the Warrants or to the number of shares of Common Stock purchasable upon the exercise of each Warrant will be made, however, (i) upon the grant or exercise of any other options which may hereafter be granted or exercised under any employee benefit plan of the Company as described in the Registration Statement; or (ii) upon the sale or exercise of the Warrants; or (iii) upon the issuance or sale of Common Stock or Convertible Securities upon the exercise of any rights or warrants to subscribe for or purchase, or any options for the purchase of, Common Stock or Convertible Securities, whether or not such rights, warrants or options were outstanding on the date of the original sale of the Warrants or were thereafter issued or sold; or (iv) upon the issuance or sale of Common Stock upon conversion or exchange of any Convertible Securities, whether or not any adjustment in the Purchase Price was made or required to be made upon the issuance or sale of such Convertible Securities and whether or not such Convertible Securities were outstanding on the date of the original sale of the Warrants or were thereafter issued or sold; or (v) All upon any amendment to or change in the terms of any rights or warrants to subscribe for or purchase, or options for the purchase of, Common Stock or Convertible Securities or in the terms of any Convertible Securities, including, but not limited to, any extension of any expiration date of any such adjustments shall be made by right, warrant or option, any change in any exercise or purchase price provided for in any such right, warrant or option, any extension of any date through which any Convertible Securities are convertible into or exchangeable for Common Stock or any change in the board rate at which any Convertible Securities are convertible into or exchangeable for Common Stock (other than rights, warrants, options or Convertible Securities issued or sold after the close of directors business on the date of the Company, which shall be binding on original issuance of the Holder in the absence of demonstrable error.Units (i)

Adjustment of Exercise Price and Number of Shares. The number of Shares purchasable on the exercise of this Warrant and the Exercise Price shall be adjusted appropriately from time to time as follows:THE STOCK PURCHASE PRICE AND THE NUMBER OF SHARES PURCHASABLE UPON THE EXERCISE OR CONVERSION OF THIS WARRANT WILL BE SUBJECT TO ADJUSTMENT FROM TIME TO TIME UPON THE OCCURRENCE OF CERTAIN EVENTS DESCRIBED IN THIS SECTION 5. (ia) In the event If the Company shall declare a dividend or make at any other distribution on any capital stock of time subdivides the Company payable in Common Stock, rights to purchase Common Stock, or securities convertible into Common Stock, or shall subdivide its outstanding shares of the Company’s Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced; and conversely, if the Company at any time combines the outstanding shares or combine such outstanding stock of the Company’s Common Stock into a smaller number of shares, then the Exercise Price in effect immediately prior to such combination will be proportionately increased. Upon each such eventadjustment of the Exercise Price, Holder will thereafter be entitled to purchase, at the Exercise Price resulting from such adjustment, the number of Warrant Shares subject to this Warrant shall be adjusted so that the Holder shall be entitled to purchase the kind and number of Shares of Common Stock or other securities of the Company that it would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto; an adjustment made pursuant to this subsection (a) shall become effective immediately after the effective date of such event retroactive to the record date for such event. (ii) No adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least 1% in the number of Shares purchasable on the exercise of this Warrant; provided, however, that any adjustments that by reason of this subsection (a) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (iii) Whenever the number of Shares purchasable on the exercise of this Warrant is adjusted, as herein provided, the Exercise Price payable on exercise shall be adjusted obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Warrant Shares purchasable pursuant hereto immediately prior to such adjustment, and dividing the product thereof by the Exercise Price resulting from such adjustment. (b) If at any time or from time to time the holders of the Company’s Common Stock or Preferred Stock (or other securities at the time receivable upon the exercise of this Warrant) receive or become entitled to receive, without payment therefore: (i) any shares of the Company’s Preferred Stock, Common Stock or any other securities which are at any time directly or indirectly convertible into or exchangeable for Common Stock, or any rights or options to subscribe for, purchase or otherwise acquire any of the foregoing by way of dividend or other distribution; Subscription Agreement Convertible Debenture Series H Sibling Entertainment Group, Inc. Page 23 of 56 June 28, 2006 (ii) any cash paid or payable otherwise than as a regular periodic cash dividend at a rate which is substantially consistent with past practice (or, in the case of an initial dividend, at a rate which is substantially consistent with industry practice); or (iii) any Preferred Stock, Common Stock or other securities or property (including cash) by way of spin-off, split up, reclassification, combination of shares or similar corporate rearrangement (other than shares of the Company’s Common Stock issued as a subdivision of the Company’s Common Stock, adjustments in respect of which will be covered by the terms of Section 5(a) above), then and in each such case, Warrant Holder will, upon the exercise or conversion of this Warrant, be entitled to receive, in addition to the number of Warrant Shares receivable thereupon, and without payment of any additional consideration therefor, the amount of stock and other securities and property (including cash in the cases referred to this Section 5(b) in which cash would be paid or payable) which Warrant Holder would have held on the date of such exercise or conversion had he or it been the holder of record of such Common Stock or Preferred Stock as of the date on which holders of the Company’s Common Stock or Preferred Stock received or became entitled to receive such shares and/or all other additional stock and other securities and property. (c) Any reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company’s assets, or other transaction, in each case which is effected in such a way that the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) equity securities or assets with respect to or in exchange for Common Stock, is referred to herein as an “Organic Change.” Prior to the consummation of any Organic Change, the Company shall make appropriate provision (in form and substance reasonably satisfactory to Warrant Holder) to ensure that Warrant Holder shall, after such Organic Change, have the right to acquire and receive, in lieu of or in addition to (as the case may be) the shares of Common Stock acquirable and receivable upon the exercise of this Warrant immediately prior to such adjustment and the denominator of which shall Organic Change, such shares, securities or assets as may be issued or payable with respect to or in exchange for the number of Shares so purchasable shares of Common Stock immediately thereafter. (iv) Whenever the number of Shares purchasable on the acquirable and receivable upon exercise of this Warrant or the Exercise Price of had such Shares is adjusted, as herein providedOrganic Change not taken place. In any such case, the Company shall cause make appropriate provision (in form and substance reasonably satisfactory to be promptly mailed by first class mail, postage prepaid, Warrant Holder) with respect to Warrant Holder’s rights and interests to ensure that the Holder provisions of this Warrant notice shall thereafter be applicable to the Warrant, including, in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is other than the Company, an immediate adjustment of the Exercise Price to the per share value for the Common Stock or other security, if applicable, assigned or reflected by the terms of such consolidation, merger or sale, and a corresponding immediate adjustment or adjustments and shall deliver a resolution of the board of directors of the Company setting forth in the number of Shares purchasable on shares of Common Stock or equivalent security of the surviving entity acquirable and receivable upon exercise of this Warrant and Warrant, if the value so reflected is less than the Exercise Price of in effect immediately prior to such Shares after consolidation, merger or sale. The Company shall not effect any such adjustmentconsolidation, setting forth a brief statement of merger or sale, unless prior to the facts requiring consummation thereof, the successor entity (if other than the Company) resulting from consolidation or merger or the entity purchasing such adjustmentassets assumes by written instrument (in form and substance reasonably satisfactory to Warrant Holder), together the obligation to deliver to Warrant Holder such shares, securities or assets as, in accordance with the computation by which such adjustment was made. Such resolutionforegoing provisions, in the absence of manifest error, shall Warrant Holder may be conclusive evidence of the correctness of adjustmententitled to acquire. (v) All such adjustments shall be made by the board of directors of the Company, which shall be binding on the Holder in the absence of demonstrable error.

Adjustment of Exercise Price and Number of Shares. The number In order to prevent dilution of Shares purchasable on the exercise of purchase rights granted under this Warrant and Warrant, the Exercise Price shall be adjusted appropriately subject to adjustment from time to time as provided in this Section 2, and the number of shares of Common Stock obtainable upon exercise of this Warrant shall be subject to adjustment from time to time as provided in this Section 2. (a) The Exercise Price shall be subject to adjustment as follows: (i) In the event case the Company shall declare at any time or from time to time after the Date of Issuance (A) pay a dividend or make any other a distribution on any capital stock in shares of the Company payable in Common Stock, rights to purchase Common Stock, Stock or securities convertible Convertible Securities into Common Stock, (B) subdivide or shall subdivide its reclassify the outstanding shares of Common Stock into a greater number of shares of Common Stock, (C) combine or combine such reclassify the outstanding stock shares of Common Stock into a smaller number of shares, then or (D) otherwise issue by reclassification of the shares of Common Stock any shares of capital stock of the Company, then, and in each such eventcase, the Exercise Price in effect immediately prior to such action and the number of Shares subject to shares of Common Stock obtainable upon exercise of this Warrant shall be proportionately adjusted so that the Holder holder of this Warrant shall be entitled to purchase receive the kind and number of Shares shares of Common Stock or other securities of the Company that it upon exercise of this Warrant which such holder would have owned or have been entitled to receive after the happening of any of the events described above, above had such Warrant been exercised immediately prior to the happening of such event or any the record date with respect thereto; an therefor, whichever is earlier. An adjustment made pursuant to this subsection Section 2(a)(i) shall become applicable (ax) in the case of any such dividend or distribution, immediately after the close of business on the record date for the determination of holders of shares of Common Stock entitled to receive such dividend or distribution and (y) in the case of any such subdivision, reclassification or combination, at the close of business on the day upon which such corporate action becomes effective. Such adjustment shall be made successively. (ii) In case the Company shall at any time or from time to time after the Date of Issuance declare, order, pay or make a dividend or other distribution (including without limitation any distribution of stock or other securities, evidences of indebtedness, property or assets or rights or warrants to subscribe for securities of the Company or any of its Subsidiaries) on its Common Stock (other than (A) regular quarterly dividends payable in cash or (B) dividends or distributions of shares of Common Stock referred to in Section 2(a)(i)) (any one of the foregoing other than the items specified in clause (A) or (B) referred to as "SECURITIES OR ASSETS"), then and in each such case, unless the Company elects to reserve shares or other units of such Securities or Assets for distribution to the holders of the Series 1 Warrants upon the exercise of such Series 1 Warrants so that any such holder exercising its Series 1 Warrants will receive upon such exercise, in addition to the shares of the Common Stock to which such holder is entitled, the amount and kind of such Securities or Assets which such holder would have received if such holder had, immediately prior to the record date for the distribution of the Securities or Assets, exercised its Warrant for Common Stock, the Exercise Price shall be adjusted so that such Exercise Price shall equal the price determined by multiplying the Exercise Price in effect immediately prior to the date of such distribution by a fraction of which the numerator shall be the Current Market Price of the Common Stock on such record date less the then fair market value (as determined by the Board in good faith) of the portion of the capital stock or assets or evidences of indebtedness so distributed or of such rights or warrants applicable to one share of Common Stock, and of which the denominator shall be the Current Market Price of the Common Stock on such record date; provided, however, that if the then fair market value (as so determined) of the portion of the Securities or Assets so distributed applicable to one share of Common Stock is equal to or greater than the Current Market Price of the Common Stock on the record date mentioned above, in lieu of the foregoing adjustment, adequate provision shall be made so that each holder of the Series 1 Warrants shall have the right to receive the amount and kind of Securities or Assets which such holder would have received had such holder exercised its Warrant immediately prior to the record date for the distribution of the Securities or Assets. Such adjustment shall become effective immediately after the effective date of such event retroactive to the record date for the determination of shareholders entitled to receive such event. (ii) No adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least 1% in the number of Shares purchasable on the exercise of this Warrant; provided, however, that any adjustments that by reason of this subsection (a) are not required to be made shall be carried forward and taken into account in any subsequent adjustmentdistribution. (iii) Whenever In case the number Company shall issue or sell any Common Stock (or rights, Options, warrants or other Convertible Securities) (collectively, "ADDITIONAL SHARES") at any time after the date hereof until November 25, 2005 without consideration or for a consideration per share (or having a exercise, exchange or exercise price per share) (such per share amount, the "SALE PRICE") less than the greater of Shares purchasable (A) the Current Market Price per share of Common Stock on the exercise date preceding the earlier of this Warrant is adjustedthe issuance or public announcement of the issuance of such Additional Shares of Common Stock and (B) the Exercise Price as of the date of such issuance of shares (or, in the case of Convertible Securities, less than the greater of the Current Market Price or the Exercise Price, as herein providedthe case may be, as of the date of issuance of the rights, Options, warrants or other securities in respect of which shares of Common Stock were issued) then, and in each such case, the Exercise Price payable on exercise shall be adjusted reduced to an amount determined by multiplying (A) the Exercise Price in effect on the day immediately prior to such adjustment date by (B) a fraction, the numerator of which shall be the sum of (1) the number of Shares purchasable on the exercise shares of this Warrant Common Stock outstanding immediately prior to such adjustment sale or issuance multiplied by the greater of (a) the then applicable Exercise Price per share and (b) the Current Market Price per share of Common Stock on the date preceding the earlier of the issuance or public announcement of the issuance of such Additional Shares of Common Stock (the greater of (a) and (b) above hereinafter referred to as the "ADJUSTMENT PRICE") and (2) the aggregate consideration receivable by the Company for the total number of shares of Common Stock so issued (or into or for which the rights, Options, warrants or other securities are convertible, exercisable or exchangeable), and the denominator of which shall be equal to the product of (I) the sum of (x) the total number of shares of Common Stock outstanding immediately prior to such sale or issue and (y) the number of Shares so purchasable immediately thereafter. additional shares of Common Stock issued (iv) Whenever or into or for which the number of Shares purchasable on the exercise of this Warrant rights, Options, warrants or the Exercise Price of such Shares is adjustedother securities may be converted, as herein providedexercised or exchanged), the Company shall cause to be promptly mailed multiplied by first class mail, postage prepaid, to the Holder of this Warrant notice of such adjustment or adjustments and shall deliver a resolution of the board of directors of the Company setting forth the number of Shares purchasable on the exercise of this Warrant and the Exercise Price of such Shares after such adjustment, setting forth a brief statement of the facts requiring such adjustment, together with the computation by which such adjustment was made. Such resolution, in the absence of manifest error, shall be conclusive evidence of the correctness of adjustment. (v) All such adjustments shall be made by the board of directors of the Company, which shall be binding on the Holder in the absence of demonstrable error.II)

Adjustment of Exercise Price and Number of Shares. (a) The number of Exercise Price and Warrant Shares purchasable shall be subject to the following adjustments: (i) If, at any time during the Exercise Period, the Company shall declare and pay on the Company’s Common Stock a dividend or other distribution payable in shares of Common Stock, the Warrant Shares shall be proportionately increased so that the Holder shall be entitled to receive (upon exercise of this Warrant) the number of shares of Common Stock which the Holder would have owned or been entitled to receive after the declaration and payment of such dividend or other distribution if the Warrant had been exercised immediately prior to the record date for the determination of stockholders entitled to receive such dividend or other distribution, and the Exercise Price shall be adjusted appropriately from time to time as follows:proportionately decreased so that the aggregate Exercise Price payable upon exercise in full of this Warrant shall remain the same. (iii) In If, at any time during the event Exercise Period, the Company shall declare a dividend or make any other distribution on any capital stock subdivide the Outstanding Shares of the Company payable in Common Stock, rights to purchase Common Stock, or securities convertible into Common Stock, or shall subdivide its outstanding shares of Company’s Common Stock into a greater number of shares shares, or combine such outstanding stock the Outstanding Shares of Common Stock into a smaller lesser number of shares, then in each such eventor issue by reclassification of its shares of Common Stock any shares of the Company’s Common Stock, the number of Warrant Shares subject to this Warrant shall be proportionately adjusted so that the Holder shall be entitled to purchase receive (upon exercise of this Warrant) the kind and number of Shares shares of Common Stock or such other securities of shares which the Company that it Holder would have owned or have been entitled to receive after the happening of any of the events described above, above if the Warrant had such Warrant been exercised immediately prior to the happening of such event on the day upon which such subdivision, combination or any record date with respect thereto; an adjustment made pursuant to reclassification, as the case may be, becomes effective, and the Exercise Price shall be proportionately adjusted so that the aggregate Exercise Price payable upon exercise in full of this subsection (a) Warrant shall become effective immediately after remain the effective date of such event retroactive to the record date for such eventsame. (ii) No adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least 1% in the number of Shares purchasable on the exercise of this Warrant; provided, however, that any adjustments that by reason of this subsection (a) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (iiib) Whenever the number of Warrant Shares purchasable on the exercise of this Warrant is adjusted, as herein provided, the Exercise Price payable on exercise shall be adjusted by multiplying the Exercise Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Shares purchasable on the exercise of this Warrant immediately prior to such adjustment and the denominator of which shall be the number of Shares so purchasable immediately thereafter. (iv) Whenever the number of Shares purchasable on the exercise of this Warrant or the Exercise Price of such Shares is adjusted, as herein providedshall be adjusted pursuant to this Section 4, the Company shall cause to be promptly mailed by first class mail, postage prepaid, deliver to the Holder of this Warrant a written notice of such adjustment or adjustments and shall deliver a resolution of the board of directors of the Company setting forth in reasonable detail the number of Shares purchasable on event requiring the exercise of this Warrant adjustment and the Exercise Price of such Shares after such adjustment, setting forth a brief statement of the facts requiring such adjustment, together with the computation method by which such adjustment was madecalculated and specifying the new Warrant Shares and Exercise Price. Such resolution, in the absence of manifest error, All calculations under this Section 4 shall be conclusive evidence made to the nearest one-one hundredth of the correctness of adjustmenta share. (vc) All such adjustments Notwithstanding anything to the contrary contained in this Warrant or the Subscription Agreement, if the issuance of the Shares and Warrants pursuant to the Subscription Agreement Company is not compliant with the listing rules of the NYSE, including Section 312 of the NYSE Listed Company Manual, then, to the extent that this Warrant is not exercisable in full, the Applicable Number of Warrant Shares shall be made reduced as required to comply with such listing rules, and the Company shall compensate by the board of directors of the Company, which shall be binding on payment in cash to the Holder in of $0.125 for each Warrant Share by which the absence initial Applicable Number of demonstrable errorWarrants Shares was reduced.

Adjustment of Exercise Price and Number of Shares. The number Exercise Price applicable to Shares of Voting Common Stock and to Shares purchasable on of Nonvoting Common Stock shall each, from and after the exercise date of issuance of this Warrant and the Exercise Price shall Warrant, be adjusted appropriately subject to adjustment from time to time as follows: (i) In the event the Company shall declare a dividend or make any other distribution on any capital stock hereinafter provided. Upon each adjustment of the Company payable in Common Stockapplicable Exercise Price, rights the holder of this Warrant shall thereafter be entitled to purchase Common Stockpurchase, or securities convertible into Common Stock, or shall subdivide its outstanding shares of Common Stock into a greater number of shares or combine at the applicable Exercise Price resulting from such outstanding stock into a smaller number of shares, then in each such eventadjustment, the number of Shares subject to this Warrant shall be adjusted so that the Holder shall be entitled to purchase the kind and number shares of Shares of Voting Common Stock or other securities of the Company that it would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto; an adjustment made pursuant to this subsection (a) shall become effective immediately after the effective date of such event retroactive to the record date for such event. (ii) No adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least 1% in the number of Shares purchasable on the exercise of this Warrant; provided, however, that any adjustments that by reason of this subsection (a) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (iii) Whenever the number of Shares purchasable on the exercise of this Warrant is adjustedNonvoting Common Stock, as herein providedthe case may be, the Exercise Price payable on exercise shall be adjusted obtained by multiplying the applicable Exercise Price in effect immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Shares shares of Voting Common Stock or Nonvoting Common Stock, as the case may be, purchasable on the exercise of this Warrant pursuant hereto immediately prior to such adjustment and dividing the denominator of which shall be product thereof by the number of Shares so purchasable immediately thereafterapplicable Exercise Price resulting from such adjustment. (iva) Whenever Except (i) in the number case of Shares purchasable on any shares of Voting Common Stock issued as a dividend or other distribution payable in respect of any shares of Voting Common Stock, or Nonvoting Common Stock issued as a dividend or other distribution payable in respect of any shares of Nonvoting Common Stock or (ii) upon the exercise of this Warrant a Convertible Security (as hereinafter defined), in the event the Company shall at any time issue or sell any shares of Voting Common Stock, Nonvoting Common Stock or any Convertible Securities without consideration or for a consideration per share, or having an exercise price or conversion price per share of the Voting Common Stock or the Nonvoting Common Stock, as the case may be, less than the applicable Exercise Price in effect immediately prior to the time of such issue or sale, the Exercise Price per share of such Shares is adjusted, as herein provided, the Company shall cause to be promptly mailed by first class mail, postage prepaid, to the Holder of this Warrant notice of such adjustment or adjustments and shall deliver a resolution of the board of directors of the Company setting forth the number of Shares purchasable on the exercise of this Warrant Voting Common Stock and the Exercise Price per share of Nonvoting Common Stock shall each be reduced concurrently with such Shares after such issue or sale, to an amount calculated by: (A) dividing a sum equal to (1) the total number of shares of Common Stock (as hereinafter defined for purposes of this Section VI(a)) outstanding at the date of this Warrant, multiplied by the applicable Exercise Price at the date of adjustment, setting forth a brief statement plus (2) the aggregate of the facts requiring such adjustmentamounts of all consideration received and/or to be received by the Company upon the issuance of Additional Shares of Common Stock, together with the computation by which such adjustment was made. Such resolution, in the absence of manifest error, shall be conclusive evidence of the correctness of adjustment.by (vB) All such adjustments shall be made by the board sum of directors (1) the total number of shares of Common Stock outstanding at the Companydate of this Warrant, and (2) the number of Additional Shares of Common Stock which shall be binding on the Holder in the absence of demonstrable errorhave been issued.

Adjustment of Exercise Price and Number of Shares. The number In order to prevent dilution of Shares purchasable on the exercise of purchase rights granted under this Warrant and Warrant, the Exercise Price shall be adjusted appropriately subject to adjustment from time to time as provided in this Section 2, and the number of shares of Common Stock obtainable upon exercise of this Warrant shall be subject to adjustment from time to time as provided in this Section 2. (a) The Exercise Price shall be subject to adjustment as follows: (i) In the event case the Company shall declare at any time or from time to time after the Date of Issuance (A) pay a dividend or make any other a distribution on any capital stock in shares of the Company payable in Common Stock, rights to purchase Common Stock, Stock or securities convertible Convertible Securities into Common Stock, (B) subdivide or shall subdivide its reclassify the outstanding shares of Common Stock into a greater number of shares of Common Stock, (C) combine or combine such reclassify the outstanding stock shares of Common Stock into a smaller number of shares, then or (D) otherwise issue by reclassification of the shares of Common Stock any shares of capital stock of the Company, then, and in each such eventcase, the Exercise Price in effect immediately prior to such action and the number of Shares subject to shares of Common Stock obtainable upon exercise of this Warrant shall be proportionately adjusted so that the Holder holder of this Warrant shall be entitled to purchase receive the kind and number of Shares shares of Common Stock or other securities of the Company that it upon exercise of this Warrant which such holder would have owned or have been entitled to receive after the happening of any of the events described above, above had such Warrant been exercised immediately prior to the happening of such event or any the record date with respect thereto; an therefor, whichever is earlier. An adjustment made pursuant to this subsection Section 2(a)(i) shall become applicable (ax) in the case of any such dividend or distribution, immediately after the close of business on the record date for the determination of holders of shares of Common Stock entitled to receive such dividend or distribution and (y) in the case of any such subdivision, reclassification or combination, at the close of business on the day upon which such corporate action becomes effective. Such adjustment shall be made successively. (ii) In case the Company shall at any time or from time to time after the Date of Issuance declare, order, pay or make a dividend or other distribution (including without limitation any distribution of stock or other securities, evidences of indebtedness, property or assets or rights or warrants to subscribe for securities of the Company or any of its Subsidiaries) on its Common Stock (other than (A) regular quarterly dividends payable in cash or (B) dividends or distributions of shares of Common Stock referred to in Section 2(a)(i)) (any one of the foregoing other than the items specified in clause (A) or (B) referred to as “Securities or Assets”), then and in each such case, unless the Company elects to reserve shares or other units of such Securities or Assets for distribution to the holders of the Series 2 Warrants upon the exercise of such Series 2 Warrants so that any such holder exercising its Series 2 Warrants will receive upon such exercise, in addition to the shares of the Common Stock to which such holder is entitled, the amount and kind of such Securities or Assets which such holder would have received if such holder had, immediately prior to the record date for the distribution of the Securities or Assets, exercised its Warrant for Common Stock, the Exercise Price shall be adjusted so that such Exercise Price shall equal the price determined by multiplying the Exercise Price in effect immediately prior to the date of such distribution by a fraction of which the numerator shall be the Current Market Price of the Common Stock on such record date less the then fair market value (as determined by the Board in good faith) of the portion of the capital stock or assets or evidences of indebtedness so distributed or of such rights or warrants applicable to one share of Common Stock, and of which the denominator shall be the Current Market Price of the Common Stock on such record date; provided, however, that if the then fair market value (as so determined) of the portion of the Securities or Assets so distributed applicable to one share of Common Stock is equal to or greater than the Current Market Price of the Common Stock on the record date mentioned above, in lieu of the foregoing adjustment, adequate provision shall be made so that each holder of the Series 2 Warrants shall have the right to receive the amount and kind of Securities or Assets which such holder would have received had such holder exercised its Warrant immediately prior to the record date for the distribution of the Securities or Assets. Such adjustment shall become effective immediately after the effective date of such event retroactive to the record date for the determination of shareholders entitled to receive such event. (ii) No adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least 1% in the number of Shares purchasable on the exercise of this Warrant; provided, however, that any adjustments that by reason of this subsection (a) are not required to be made shall be carried forward and taken into account in any subsequent adjustmentdistribution. (iii) Whenever In case the number Company shall issue or sell any Common Stock (or rights, Options, warrants or other Convertible Securities) (collectively, “Additional Shares”) at any time after the date hereof until January 3, 2006 without consideration or for a consideration per share (or having a exercise, exchange or exercise price per share) (such per share amount, the “Sale Price”) less than the greater of Shares purchasable (A) the Current Market Price per share of Common Stock on the exercise date preceding the earlier of this Warrant is adjustedthe issuance or public announcement of the issuance of such Additional Shares of Common Stock and (B) the Exercise Price as of the date of such issuance of shares (or, in the case of Convertible Securities, less than the greater of the Current Market Price or the Exercise Price, as herein providedthe case may be, as of the date of issuance of the rights, Options, warrants or other securities in respect of which shares of Common Stock were issued) then, and in each such case, the Exercise Price payable on exercise shall be adjusted reduced to an amount determined by multiplying (A) the Exercise Price in effect on the day immediately prior to such adjustment date by (B) a fraction, the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such sale or issuance multiplied by the greater of (a) the then applicable Exercise Price per share and (b) the Current Market Price per share of Common Stock on the date preceding the earlier of the issuance or public announcement of the issuance of such Additional Shares of Common Stock (the greater of (a) and (b) above hereinafter referred to as the “Adjustment Price”) and (2) the aggregate consideration receivable by the Company for the total number of shares of Common Stock so issued (or into or for which the rights, Options, warrants or other securities are convertible, exercisable or exchangeable), and the denominator of which shall equal to the product of (I) the sum of (x) the total number of shares of Common Stock outstanding immediately prior to such sale or issue and (y) the number of additional shares of Common Stock issued (or into or for which the rights, Options, warrants or other securities may be converted, exercised or exchanged), multiplied by (II) the Adjustment Price. In case any portion of the consideration to be received by the Company shall be in a form other than cash, the fair market value of such noncash consideration shall be utilized in the foregoing computation. Such fair market value shall be determined in good faith by the Board of Directors. Upon each such adjustment of the Exercise Price hereunder, the number of Shares purchasable on of Common Stock acquirable upon exercise of this Warrant shall be adjusted to the number of shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Common Stock acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the denominator of which product thereof by the Exercise Price resulting from such adjustment. An adjustment made pursuant to this subsection (iii) shall be made on the next Business Day following the date on which any such issuance is made and shall be effective retroactively to the close of business on the date of such issuance. For purposes of this subsection (iii), the aggregate consideration receivable by the Company in connection with the issuance of shares of Common Stock or of rights, warrants or other Convertible Securities shall be deemed to be equal to the sum of the aggregate offering price (before deduction of underwriting discounts or commissions and expenses payable to third parties) of all such Common Stock, rights, warrants and Convertible Securities plus the aggregate amount (as determined on the date of issuance), if any, payable upon exercise or exercise of any such rights, warrants and Convertible Securities into shares of Common Stock. If, subsequent to the date of issuance of such right, warrants or other Convertible Securities, the conversion or exercise price thereof is reduced, such aggregate amount shall be recalculated and the Exercise Price and the number of Shares so purchasable shares of Common Stock obtainable upon exercise of this Warrant shall be adjusted retroactively to give effect to such reduction. On the expiration of any option or the termination of any right to convert or exchange any securities into Additional Shares, the Exercise Price then in effect hereunder shall forthwith be increased to the Exercise Price which would have been in effect at the time of such expiration or termination (but taking into account other adjustments or potential made following the time of issuance of such Options or securities) had such option or security, to the extent outstanding immediately thereafterprior to such expiration or termination, never been issued and the number of shares of Common Stock obtainable upon exercise of this Warrant shall be correspondingly adjusted. If Common Stock is sold as a unit with other securities, the aggregate consideration received for such Common Stock shall be deemed to be net of the fair market value (as determined by the Board of Directors in good faith) of such other securities. The issuance or reissuance of (A) any shares of Common Stock or rights, warrants or other Convertible Securities (whether treasury shares or newly issued shares) (1) pursuant to a dividend or distribution on, or subdivision, combination or reclassification of, the outstanding shares of Common Stock requiring an adjustment in the Exercise Price pursuant to subsection (i) of this Section 2(a); (2) pursuant to any restricted stock or stock option plan or program of the Company involving the grant of Options or rights to acquire shares of Common Stock after the date hereof to directors, officers and employees of the Company and its Subsidiaries; (3) pursuant to any option, warrant, right, or Convertible Security outstanding as of the Date of Issuance; (4) pursuant to any securities issued to a bank or other similar financial institution solely in connection with the Senior Credit Facility and the Senior Subordinated Credit Facility; or (5) pursuant to an underwritten offering registered with the SEC if the offering price is greater than the Exercise Price then in effect; (B) the Preferred Stock and any shares of Common Stock issuable upon conversion or exercise thereof, or (C) the Series 2 Warrants and any shares of Common Stock issuable upon exercise thereof, shall not be deemed to constitute an issuance of Common Stock or Convertible Securities by the Company to which this subsection (iii) applies. No adjustment shall be made pursuant to this subsection (iii) in connection with any transaction to which Section 2(b) applies. (iv) Whenever For purposes of this Section 2(a), the number of Shares purchasable on shares of Common Stock at any time outstanding shall not include any shares of Common Stock then owned or held by or for the exercise account of the Company. (v) All calculations of the Exercise Price pursuant to this Warrant Section 2(a) shall be made to the nearest one one-hundredth of a cent. Anything in this Section 2(a) to the contrary notwithstanding, (A) the Company shall not be required to give effect to any adjustment in the Exercise Price unless and until the net effect of one or more adjustments (each of which shall be carried forward), determined as above provided, shall have resulted in a reduction of the Exercise Price of at least 1%, and when the cumulative net effect of more than one adjustment so determined shall be to reduce the Exercise Price by at least 1%, such Shares reduction in Exercise Price shall thereupon be given effect and (B) in no event shall the then current Exercise Price be increased as a result of any calculation made at any time pursuant to this Section 2(a). (i) In case of any capital reorganization or reclassification of outstanding shares of Common Stock (other than a reclassification to which Section 2(a)(i) shall apply), or in case of any merger or consolidation of the Company with or into another Person (as defined below), or in case of any sale or conveyance to another Person of all or substantially all of the assets of the Company or any compulsory share exchange pursuant to which share exchange the shares of Common Stock are converted into other securities, cash or other property (each of the foregoing being referred to as a “Transaction”), this Warrant shall thereafter be exercisable for, in lieu of the shares of Common Stock issuable upon such exercise prior to consummation of such Transaction, the kind and amount of shares of stock and other securities and property receivable (including cash) upon the consummation of such Transaction by a holder of that number of shares of Common Stock into which the Warrant was exercisable for immediately prior to such Transaction (including, on a pro rata basis, the cash, securities or property received by holders of Common Stock in any tender or exchange offer that is adjusted, as a step in such Transaction). (ii) Notwithstanding anything contained herein providedto the contrary, the Company will not effect any Transaction unless, prior to the consummation thereof, (A) the Surviving Person shall cause to agree that the Series 2 Warrants shall be promptly mailed treated as provided in paragraph (i) of this Section 2(b) and the agreements governing such Transaction shall so provide and (B) the Surviving Person thereof shall assume, by first written instrument mailed, by first-class mail, postage prepaid, to the Holder of this Warrant notice of such adjustment or adjustments and shall deliver a resolution each holder of the board of directors Series 2 Warrants at such holder’s address as it appears in the records of the Company setting Company, the obligation to deliver to such holder such cash or other securities to which, in accordance with the foregoing provisions, such holder is entitled and such Surviving Person shall have mailed, by first-class mail, postage prepaid, to each holder of the Series 2 Warrants at such holder’s address as it appears in the records of the Company, and an opinion of independent counsel for such Person stating that such assumption agreement is a valid, binding and enforceable agreement of the Surviving Person. (c) In any case, if necessary, appropriate adjustment (as determined in good faith by the Board of Directors) shall be made in the application of the provisions set forth in this Section 2 with respect to rights and interests thereafter of the holders of the Series 2 Warrants to the end that the provisions set forth herein for the protection of the purchase rights of the Series 2 Warrants shall thereafter be applicable, as nearly as reasonably may be, to any such other shares of stock and other securities (other than the Common Stock) and property deliverable upon exercise of the Series 2 Warrants remaining outstanding with such adjustments in the Exercise Price and the number of Shares purchasable on the shares of Common Stock obtainable upon exercise of this Warrant and the Exercise Price of such Shares after such adjustment, setting forth a brief statement of the facts requiring such adjustment, together with the computation by which such adjustment was made. Such resolution, other adjustments in the absence provisions hereof as the Board of manifest error, Directors shall in good faith determine to be appropriate. In case securities or property other than Common Stock shall be conclusive evidence of the correctness of adjustmentissuable or deliverable upon exercise as aforesaid, then all references in this Section 2 shall be deemed to apply, so far as appropriate and as nearly as may be, to such other securities or property. (vd) All such adjustments If the Company shall pay any dividend or make any other distribution to the holders of its Common Stock (other than regularly quarterly dividends payable in cash) or shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other right, or there shall be made by the board of directors of the Companyany Transaction, which or there shall be binding on the Holder in the absence of demonstrable error.a voluntary or involuntary dissolution, liqu

Adjustment of Exercise Price and Number of Shares. The Subject to the provisions of Section 1 hereof, the number and kind of Shares securities purchasable on upon the exercise of this Warrant and the Exercise Price therefor shall be adjusted appropriately subject to adjustment from time to time upon the occurrence of certain events, as follows: (ia) In the event the Company shall declare a dividend or make at any other distribution on any capital stock time subdivide the outstanding shares of the Company payable in Common Stock, rights to purchase Common Stock, or securities convertible into Common Stock, or shall subdivide issue a stock dividend on its outstanding Common Stock, the number of Shares issuable upon exercise of this Warrant immediately prior to such subdivision or to the issuance of such stock dividend shall be proportionately increased, and the Exercise Price shall be proportionately decreased, and in the event the Company shall at any time combine the outstanding shares of Common Stock, the number of shares issuable upon exercise of this Warrant immediately prior to such combination shall be proportionately decreased, and the Exercise Price will be proportionately increased, effective at the close of business on the date of such subdivision, stock dividend or combination, as the case may be. (b) If the Company is recapitalized through the subdivision or combination of its outstanding shares of Common Stock into a greater number of shares larger or combine such outstanding stock into a smaller number of shares, then in each such event, the number of Shares subject to this Warrant shall be adjusted so that the Holder shall be entitled to purchase the kind and number of Shares shares of Common Stock for which this Warrant may be exercised shall be increased or other securities of the Company that it would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto; an adjustment made pursuant to this subsection (a) shall become effective immediately after the effective date of such event retroactive to the record date for such event. (ii) No adjustment reduced in the number of Shares purchasable hereunder shall be required unless such adjustment would require an same proportion as the increase or decrease of at least 1% in the number outstanding shares of Shares purchasable on Common Stock and the exercise of this Warrant; provided, however, that any adjustments that by reason of this subsection (a) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (iii) Whenever the number of Shares purchasable on the exercise of this Warrant is adjusted, as herein provided, the then applicable Exercise Price payable on exercise shall be adjusted by multiplying the Exercise Price such number of shares of Common Stock purchasable upon exercise hereof immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Shares purchasable on the exercise of this Warrant immediately prior to such adjustment subdivision or combination and the denominator of which shall be the number of Shares so shares of Common Stock purchasable immediately thereafterfollowing such subdivision or combination. (ivc) Subject to Section 1 hereof, in the event of any reorganization or reclassification of the outstanding Shares (other than a change in par value, or from no par value to par value, or par value to no par value, or as a result of a subdivision or combination) or in the event of any consolidation or merger of the Company with another entity, at any time prior to the expiration of this Warrant, the Holder shall have the right, but not the obligation, upon exercise of this Warrant, to receive the same kind and number of Shares and other securities, cash or other property as would have been distributed to the Holder had the Holder exercised this Warrant immediately prior to such reorganization, reclassification, consolidation or merger. (d) Whenever the number of Shares purchasable on shares shall be adjusted as required by the exercise provisions of this Warrant or the Exercise Price of such Shares is adjusted, as herein providedSection 4, the Company forthwith shall cause to be promptly mailed by first class mailfile in the custody of its secretary or an assistant secretary, postage prepaidat its principal office, to an Officer's Certificate showing the Holder adjusted number of this Warrant notice of such adjustment or adjustments shares and shall deliver a resolution of the board of directors of the Company setting forth in reasonable detail the number of Shares purchasable on circumstances requiring the exercise of this Warrant and the Exercise Price of adjustment. Each such Shares after such adjustment, setting forth a brief statement of the facts requiring such adjustment, together with the computation by which such adjustment was made. Such resolution, in the absence of manifest error, shall be conclusive evidence of the correctness of adjustment. (v) All such adjustments Officer's Certificate shall be made available at all reasonable times during reasonable hours for inspection by the board of directors of the Company, which shall be binding on the Holder in the absence of demonstrable errorHolder.

Adjustment of Exercise Price and Number of Shares. Issuable. The Exercise Price, the number of Shares purchasable on issuable upon the exercise of this -------- each Warrant and the number of Warrants outstanding are subject to adjustment from time to time upon the occurrence of the events enumerated in this Section 12. (a) In case the Company shall hereafter pay a dividend or make a distribution to all holders of the outstanding Common Stock in shares of Common Stock, the Exercise Price in effect at the opening of business on the date following the date fixed for the determination of stockholders entitled to receive such dividend or other distribution shall be reduced by multiplying such Exercise Price by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on the Record Date (as defined in Section 12(h)) fixed for such determination and the denominator shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution, such reduction to become effective immediately after the opening of business on the day following the Record Date. If any dividend or distribution of the type described in this Section 12(a) is declared but not so paid or made, the Exercise Price shall again be adjusted to the Exercise Price which would then be in effect if such dividend or distribution had not been declared. (b) In case the outstanding shares of Common Stock shall be subdivided into a greater number of shares of Common Stock, the Exercise Price in effect at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately reduced, and conversely, in case outstanding shares of Common Stock shall be combined into a smaller number of shares of Common Stock, the Exercise Price in effect at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately increased, such reduction or increase, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective. (c) In case the Company shall issue rights or warrants to all holders of its outstanding shares of Common Stock entitling them (for a period expiring within forty-five (45) days after the date fixed for the determination of stockholders entitled to receive such rights or warrants) to subscribe for or purchase shares of Common Stock at a price per share less than the Current Market Price (as defined in Section 12(h)) on the Record Date fixed for the determination of stockholders entitled to receive such rights or warrants, the Exercise Price shall be adjusted appropriately from time to time as follows: (i) In so that the event same shall equal the Company price determined by multiplying the Exercise Price in effect at the opening of business on the date after such Record Date by a fraction of which the numerator shall declare a dividend or make any other distribution on any capital stock be the sum of the Company payable in Common Stock, rights to purchase Common Stock, or securities convertible into Common Stock, or shall subdivide its outstanding number of shares of Common Stock into a greater outstanding at the close of business on the Record Date plus the number of shares or combine such outstanding stock into a smaller that the aggregate offering price of the total number of sharesshares so offered for subscription or purchase would purchase at such Current Market Price, then in each such event, and of which the denominator shall be the sum of the number of Shares subject to this Warrant shall be adjusted so that the Holder shall be entitled to purchase the kind and number of Shares shares of Common Stock outstanding at the close of business on the Record Date plus the total number of additional shares of Common Stock so offered for subscription or other securities of the Company that it would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto; an purchase. Such adjustment made pursuant to this subsection (a) shall become effective immediately after the effective date opening of business on the day following the Record Date fixed for determination of stockholders entitled to receive such rights or warrants. To the extent that shares of Common Stock are not delivered pursuant to such rights or warrants, upon the expiration or termination of such event retroactive rights or warrants the Exercise Price shall be readjusted to the record Exercise Price that would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. In the event that such rights or warrants are not so issued, the Exercise Price shall again be adjusted to be the Exercise Price that would then be in effect if such date fixed for the determination of stockholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Current Market Price, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received for such eventrights or warrants, the value of such consideration, if other than cash, to be determined by the Board of Directors. (iid) No adjustment In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock shares of any class of capital stock of the Company (other than any dividends or distributions to which Section 12(a) applies) or evidences of its indebtedness or other assets (including securities, but excluding (1) any rights or warrants referred to in Section 12(c) and (2) dividends and distributions paid exclusively in cash (except as set forth in Section 12(e) and (f), (the number foregoing hereinafter in this Section 12(d) called the "Securities")), unless the Company elects to reserve such Securities for ---------- distribution to the Warrantholders upon conversion of Shares purchasable hereunder the Warrants so that any such holder converting Warrants will receive upon such conversion, in addition to the shares of Common Stock to which such holder is entitled, the amount and kind of such Securities which such holder would have received if such holder had converted its Warrants into Common Stock immediately prior to the Record Date (as defined in Section 12(h) for such distribution of the Securities) then, in each such case, the Exercise Price shall be required unless such adjustment would require an increase or decrease reduced so that the same shall be equal to the price determined by multiplying the Exercise Price in effect immediately prior to the close of at least 1% in the number of Shares purchasable business on the exercise Record Date (as defined in Section 12(h)) with respect to such distribution by a fraction of this Warrantwhich the numerator shall be the Current Market Price (determined as provided in Section 12(h)) on such date less the fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) on such date of the portion of the Securities so distributed applicable to one share of Common Stock and the denominator shall be such Current Market Price, such reduction to become effective immediately prior to the opening of business on the day following the Record Date; provided, however, -------- ------- that any adjustments that by reason in the event the then fair market value (as so determined) of this subsection (a) are not required the portion of the Securities so distributed applicable to one share of Common Stock is equal to or greater than the Current Market Price on the Record Date, in lieu of the foregoing adjustment, adequate provision shall be made so that each Warrantholder shall be carried forward and taken into account in have the right to receive upon conversion of a Warrant (or any subsequent adjustment. portion thereof) the amount of Securities such holder would have received had such holder converted such Warrant (iiior portion thereof) Whenever the number of Shares purchasable on the exercise of this Warrant is adjusted, as herein provided, the Exercise Price payable on exercise shall be adjusted by multiplying the Exercise Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Shares purchasable on the exercise of this Warrant immediately prior to such adjustment and the denominator of which shall be the number of Shares so purchasable immediately thereafterRecord Date. (iv) Whenever the number of Shares purchasable on the exercise of this Warrant or the Exercise Price of such Shares is adjusted, as herein provided, the Company shall cause to be promptly mailed by first class mail, postage prepaid, to the Holder of this Warrant notice of such adjustment or adjustments and shall deliver a resolution of the board of directors of the Company setting forth the number of Shares purchasable on the exercise of this Warrant and the Exercise Price of such Shares after such adjustment, setting forth a brief statement of the facts requiring such adjustment, together with the computation by which such adjustment was made. Such resolution, in the absence of manifest error, shall be conclusive evidence of the correctness of adjustment. (v) All such adjustments shall be made by the board of directors of the Company, which shall be binding on the Holder in the absence of demonstrable error.

Adjustment of Exercise Price and Number of Shares. The number In order to prevent dilution of Shares purchasable on the exercise of purchase rights granted under this Warrant and Warrant, the Exercise Price shall be adjusted appropriately subject to adjustment from time to time as provided in this Section 2, and the number of shares of Common Stock obtainable upon exercise of this Warrant shall be subject to adjustment from time to time as provided in this Section 2. (a) The Exercise Price shall be subject to adjustment as follows: (i) In the event case the Company shall declare at any time or from time to time after the Date of Issuance (A) pay a dividend or make any other a distribution on any capital stock in shares of the Company payable in Common Stock, rights to purchase Common Stock, Stock or securities convertible Convertible Securities into Common Stock, (B) subdivide or shall subdivide its reclassify the outstanding shares of Common Stock into a greater number of shares of Common Stock, (C) combine or combine such reclassify the outstanding stock shares of Common Stock into a smaller number of shares, then or (D) otherwise issue by reclassification of the shares of Common Stock any shares of capital stock of the Company, then, and in each such eventcase, the Exercise Price in effect immediately prior to such action and the number of Shares subject to shares of Common Stock obtainable upon exercise of this Warrant shall be proportionately adjusted so that the Holder holder of this Warrant shall be entitled to purchase receive the kind and number of Shares shares of Common Stock or other securities of the Company that it upon exercise of this Warrant which such holder would have owned or have been entitled to receive after the happening of any of the events described above, above had such Warrant been exercised immediately prior to the happening of such event or any the record date with respect thereto; an therefor, whichever is earlier. An adjustment made pursuant to this subsection Section 2(a)(i) shall become applicable (ax) in the case of any such dividend or distribution, immediately after the close of business on the record date for the determination of holders of shares of Common Stock entitled to receive such dividend or distribution and (y) in the case of any such subdivision, reclassification or combination, at the close of business on the day upon which such corporate action becomes effective. Such adjustment shall be made successively. (ii) In case the Company shall at any time or from time to time after the Date of Issuance declare, order, pay or make a dividend or other distribution (including without limitation any distribution of stock or other securities, evidences of indebtedness, property or assets or rights or warrants to subscribe for securities of the Company or any of its Subsidiaries) on its Common Stock (other than (A) regular quarterly dividends payable in cash or (B) dividends or distributions of shares of Common Stock referred to in Section 2(a)(i)) (any one of the foregoing other than the items specified in clause (A) or (B) referred to as “Securities or Assets”), then and in each such case, unless the Company elects to reserve shares or other units of such Securities or Assets for distribution to the holders of the Series 1 Warrants upon the exercise of such Series 1 Warrants so that any such holder exercising its Series 1 Warrants will receive upon such exercise, in addition to the shares of the Common Stock to which such holder is entitled, the amount and kind of such Securities or Assets which such holder would have received if such holder had, immediately prior to the record date for the distribution of the Securities or Assets, exercised its Warrant for Common Stock, the Exercise Price shall be adjusted so that such Exercise Price shall equal the price determined by multiplying the Exercise Price in effect immediately prior to the date of such distribution by a fraction of which the numerator shall be the Current Market Price of the Common Stock on such record date less the then fair market value (as determined by the Board in good faith) of the portion of the capital stock or assets or evidences of indebtedness so distributed or of such rights or warrants applicable to one share of Common Stock, and of which the denominator shall be the Current Market Price of the Common Stock on such record date; provided, however, that if the then fair market value (as so determined) of the portion of the Securities or Assets so distributed applicable to one share of Common Stock is equal to or greater than the Current Market Price of the Common Stock on the record date mentioned above, in lieu of the foregoing adjustment, adequate provision shall be made so that each holder of the Series 1 Warrants shall have the right to receive the amount and kind of Securities or Assets which such holder would have received had such holder exercised its Warrant immediately prior to the record date for the distribution of the Securities or Assets. Such adjustment shall become effective immediately after the effective date of such event retroactive to the record date for the determination of shareholders entitled to receive such event. (ii) No adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least 1% in the number of Shares purchasable on the exercise of this Warrant; provided, however, that any adjustments that by reason of this subsection (a) are not required to be made shall be carried forward and taken into account in any subsequent adjustmentdistribution. (iii) Whenever In case the number Company shall issue or sell any Common Stock (or rights, Options, warrants or other Convertible Securities) (collectively, “Additional Shares”) at any time after the date hereof until November 25, 2005 without consideration or for a consideration per share (or having a exercise, exchange or exercise price per share) (such per share amount, the “Sale Price”) less than the greater of Shares purchasable (A) the Current Market Price per share of Common Stock on the exercise date preceding the earlier of this Warrant is adjustedthe issuance or public announcement of the issuance of such Additional Shares of Common Stock and (B) the Exercise Price as of the date of such issuance of shares (or, in the case of Convertible Securities, less than the greater of the Current Market Price or the Exercise Price, as herein providedthe case may be, as of the date of issuance of the rights, Options, warrants or other securities in respect of which shares of Common Stock were issued) then, and in each such case, the Exercise Price payable on exercise shall be adjusted reduced to an amount determined by multiplying (A) the Exercise Price in effect on the day immediately prior to such adjustment date by (B) a fraction, the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such sale or issuance multiplied by the greater of (a) the then applicable Exercise Price per share and (b) the Current Market Price per share of Common Stock on the date preceding the earlier of the issuance or public announcement of the issuance of such Additional Shares of Common Stock (the greater of (a) and (b) above hereinafter referred to as the “Adjustment Price”) and (2) the aggregate consideration receivable by the Company for the total number of shares of Common Stock so issued (or into or for which the rights, Options, warrants or other securities are convertible, exercisable or exchangeable), and the denominator of which shall equal to the product of (I) the sum of (x) the total number of shares of Common Stock outstanding immediately prior to such sale or issue and (y) the number of additional shares of Common Stock issued (or into or for which the rights, Options, warrants or other securities may be converted, exercised or exchanged), multiplied by (II) the Adjustment Price. In case any portion of the consideration to be received by the Company shall be in a form other than cash, the fair market value of such noncash consideration shall be utilized in the foregoing computation. Such fair market value shall be determined in good faith by the Board of Directors. Upon each such adjustment of the Exercise Price hereunder, the number of Shares purchasable on of Common Stock acquirable upon exercise of this Warrant shall be adjusted to the number of shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Common Stock acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the denominator of which product thereof by the Exercise Price resulting from such adjustment. An adjustment made pursuant to this subsection (iii) shall be made on the next Business Day following the date on which any such issuance is made and shall be effective retroactively to the close of business on the date of such issuance. For purposes of this subsection (iii), the aggregate consideration receivable by the Company in connection with the issuance of shares of Common Stock or of rights, warrants or other Convertible Securities shall be deemed to be equal to the sum of the aggregate offering price (before deduction of underwriting discounts or commissions and expenses payable to third parties) of all such Common Stock, rights, warrants and Convertible Securities plus the aggregate amount (as determined on the date of issuance), if any, payable upon exercise or exercise of any such rights, warrants and Convertible Securities into shares of Common Stock. If, subsequent to the date of issuance of such right, warrants or other Convertible Securities, the conversion or exercise price thereof is reduced, such aggregate amount shall be recalculated and the Exercise Price and the number of Shares so purchasable shares of Common Stock obtainable upon exercise of this Warrant shall be adjusted retroactively to give effect to such reduction. On the expiration of any option or the termination of any right to convert or exchange any securities into Additional Shares, the Exercise Price then in effect hereunder shall forthwith be increased to the Exercise Price which would have been in effect at the time of such expiration or termination (but taking into account other adjustments or potential made following the time of issuance of such Options or securities) had such option or security, to the extent outstanding immediately thereafterprior to such expiration or termination, never been issued and the number of shares of Common Stock obtainable upon exercise of this Warrant shall be correspondingly adjusted. If Common Stock is sold as a unit with other securities, the aggregate consideration received for such Common Stock shall be deemed to be net of the fair market value (as determined by the Board of Directors in good faith) of such other securities. The issuance or reissuance of (A) any shares of Common Stock or rights, warrants or other Convertible Securities (whether treasury shares or newly issued shares) (1) pursuant to a dividend or distribution on, or subdivision, combination or reclassification of, the outstanding shares of Common Stock requiring an adjustment in the Exercise Price pursuant to subsection (i) of this Section 2(a); (2) pursuant to any restricted stock or stock option plan or program of the Company involving the grant of Options or rights to acquire shares of Common Stock after the date hereof to directors, officers and employees of the Company and its Subsidiaries; (3) pursuant to any option, warrant, right, or Convertible Security outstanding as of the Date of Issuance; (4) pursuant to any securities issued to a bank or other similar financial institution solely in connection with the Senior Credit Facility and the Senior Subordinated Credit Facility; or (5) pursuant to an underwritten offering registered with the SEC if the offering price is greater than the Exercise Price then in effect; (B) the Preferred Stock and any shares of Common Stock issuable upon conversion or exercise thereof, or (C) the Series 1 Warrants and any shares of Common Stock issuable upon exercise thereof, shall not be deemed to constitute an issuance of Common Stock or Convertible Securities by the Company to which this subsection (iii) applies. No adjustment shall be made pursuant to this subsection (iii) in connection with any transaction to which Section 2(b) applies. (iv) Whenever For purposes of this Section 2(a), the number of Shares purchasable on shares of Common Stock at any time outstanding shall not include any shares of Common Stock then owned or held by or for the exercise account of the Company. (v) All calculations of the Exercise Price pursuant to this Warrant Section 2(a) shall be made to the nearest one one-hundredth of a cent. Anything in this Section 2(a) to the contrary notwithstanding, (A) the Company shall not be required to give effect to any adjustment in the Exercise Price unless and until the net effect of one or more adjustments (each of which shall be carried forward), determined as above provided, shall have resulted in a reduction of the Exercise Price of at least 1%, and when the cumulative net effect of more than one adjustment so determined shall be to reduce the Exercise Price by at least 1%, such Shares reduction in Exercise Price shall thereupon be given effect and (B) in no event shall the then current Exercise Price be increased as a result of any calculation made at any time pursuant to this Section 2(a). (i) In case of any capital reorganization or reclassification of outstanding shares of Common Stock (other than a reclassification to which Section 2(a)(i) shall apply), or in case of any merger or consolidation of the Company with or into another Person (as defined below), or in case of any sale or conveyance to another Person of all or substantially all of the assets of the Company or any compulsory share exchange pursuant to which share exchange the shares of Common Stock are converted into other securities, cash or other property (each of the foregoing being referred to as a “Transaction”), this Warrant shall thereafter be exercisable for, in lieu of the shares of Common Stock issuable upon such exercise prior to consummation of such Transaction, the kind and amount of shares of stock and other securities and property receivable (including cash) upon the consummation of such Transaction by a holder of that number of shares of Common Stock into which the Warrant was exercisable for immediately prior to such Transaction (including, on a pro rata basis, the cash, securities or property received by holders of Common Stock in any tender or exchange offer that is adjusted, as a step in such Transaction). (ii) Notwithstanding anything contained herein providedto the contrary, the Company will not effect any Transaction unless, prior to the consummation thereof, (A) the Surviving Person shall cause to agree that the Series 1 Warrants shall be promptly mailed treated as provided in paragraph (i) of this Section 2(b) and the agreements governing such Transaction shall so provide and (B) the Surviving Person thereof shall assume, by first written instrument mailed, by first-class mail, postage prepaid, to the Holder of this Warrant notice of such adjustment or adjustments and shall deliver a resolution each holder of the board of directors Series 1 Warrants at such holder’s address as it appears in the records of the Company setting Company, the obligation to deliver to such holder such cash or other securities to which, in accordance with the foregoing provisions, such holder is entitled and such Surviving Person shall have mailed, by first-class mail, postage prepaid, to each holder of the Series 1 Warrants at such holder’s address as it appears in the records of the Company, and an opinion of independent counsel for such Person stating that such assumption agreement is a valid, binding and enforceable agreement of the Surviving Person. (c) In any case, if necessary, appropriate adjustment (as determined in good faith by the Board of Directors) shall be made in the application of the provisions set forth in this Section 2 with respect to rights and interests thereafter of the holders of the Series 1 Warrants to the end that the provisions set forth herein for the protection of the purchase rights of the Series 1 Warrants shall thereafter be applicable, as nearly as reasonably may be, to any such other shares of stock and other securities (other than the Common Stock) and property deliverable upon exercise of the Series 1 Warrants remaining outstanding with such adjustments in the Exercise Price and the number of Shares purchasable on the shares of Common Stock obtainable upon exercise of this Warrant and the Exercise Price of such Shares after such adjustment, setting forth a brief statement of the facts requiring such adjustment, together with the computation by which such adjustment was made. Such resolution, other adjustments in the absence provisions hereof as the Board of manifest error, Directors shall in good faith determine to be appropriate. In case securities or property other than Common Stock shall be conclusive evidence of the correctness of adjustmentissuable or deliverable upon exercise as aforesaid, then all references in this Section 2 shall be deemed to apply, so far as appropriate and as nearly as may be, to such other securities or property. (vd) All such adjustments If the Company shall pay any dividend or make any other distribution to the holders of its Common Stock (other than regularly quarterly dividends payable in cash) or shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other right, or there shall be made by the board of directors of the Companyany Transaction, which or there shall be binding on the Holder in the absence of demonstrable error.a voluntary or involuntary dissolution, li