Common use of ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES Clause in Contracts

ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows: (a) If the Company at any time on or after the Issuance Date effects one or more forward stock splits, stock dividends or other increases of the number of shares of the Company’s Common Stock outstanding without receiving compensation therefor in money, services or property, the number of shares of Common Stock subject to the Warrants shall be proportionately increased, and the exercise price payable per share of Common Stock subject to the Warrant shall be proportionately decreased. If the Company at any time on or after the Issuance Date effects one or more reverse stock splits or combines or consolidates, by reclassification or otherwise, the Company’s Common Stock outstanding into a lesser number of shares, the number of shares of Common Stock subject to the Warrants shall be proportionately decreased; however, the exercise price payable per share of Common Stock subject to the Warrant shall remain unchanged. We may, in our sole discretion, lower the exercise price per share of Common Stock subject to the warrant at any time prior to the Expiration Date for a period of not less than 30 days. (b) In the event of a capital reorganization or reclassification of the Company’s Common Stock, the Warrants will be adjusted so that thereafter each Holder will be entitled to receive upon exercise the same number and kind of securities that such Holder would have received if the Warrant had been exercised before the capital reorganization or reclassification of our Common Stock. (c) If the Company merges or consolidates with another corporation, or if the Company sells its assets as an entirety or substantially as an entirety to another corporation, the Company will make provisions so that Holders will be entitled to receive upon exercise of a Warrant the kind and number of securities, cash or other property that would have been received as a result of the transaction by a person who was our stockholder immediately before the transaction and who owned the same number of shares of Common Stock for which the Warrant was exercisable immediately before the transaction. No adjustment to the Warrants will be made, however, if a merger or consolidation does not result in any reclassification or change in the Company’s outstanding Common Stock.

ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and (i) In the number of Warrant Shares shall be adjusted event the Company shall, at any time or from time to time as follows: (a) If the Company at any time on or after the Issuance Date effects one date hereof, issue any shares of Common Stock as a stock dividend to the holders of Common Stock, or more forward stock splits, stock dividends subdivide or other increases combine the outstanding shares of the Common Stock into a greater or lesser number of shares (any such issuance, subdivision or combination being herein called a "Change of Shares"), then, and thereafter upon each further Change of Shares, the Company’s Common Stock outstanding without receiving compensation therefor Exercise Price in moneyeffect immediately prior to such Change of Shares shall be changed to a price (including any applicable fraction of a cent) determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, services or property, the numerator of which shall be the number of shares of Common Stock subject outstanding immediately prior to such Change of Shares and the Warrants denominator of which shall be proportionately increased, and the exercise price payable per share of Common Stock subject to the Warrant shall be proportionately decreased. If the Company at any time on or after the Issuance Date effects one or more reverse stock splits or combines or consolidates, by reclassification or otherwise, the Company’s Common Stock outstanding into a lesser number of shares, the number of shares of Common Stock subject outstanding immediately after giving effect to the Warrants such Change of Shares. Such adjustment shall be proportionately decreased; however, the exercise price payable per share of Common Stock subject to the Warrant shall remain unchanged. We may, in our sole discretion, lower the exercise price per share of Common Stock subject to the warrant at any time prior to the Expiration Date for a period of not less than 30 daysmade successively whenever such an issuance is made. (bii) In the event of a capital reorganization or reclassification Upon each adjustment of the Company’s Common StockExercise Price pursuant to Paragraph (b)(i) hereof, the Warrants will be adjusted so that thereafter each Holder will be entitled to receive upon exercise the same number and kind of securities that such Holder would have received if the Warrant had been exercised before the capital reorganization or reclassification of our Common Stock. (c) If the Company merges or consolidates with another corporation, or if the Company sells its assets as an entirety or substantially as an entirety to another corporation, the Company will make provisions so that Holders will be entitled to receive upon exercise of a Warrant the kind and number of securities, cash or other property that would have been received as a result of the transaction by a person who was our stockholder immediately before the transaction and who owned the same total number of shares of Common Stock for purchasable upon the exercise of this Warrant shall be such number of shares (calculated to the nearest tenth) purchasable at the Exercise Price in effect immediately prior to such adjustment multiplied by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to such adjustment and the denominator of which shall be the Exercise Price in effect immediately after giving effect to such adjustment. (iii) 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 Warrant was exercisable immediately before Company is the transaction. No adjustment to the Warrants will be made, however, if a merger continuing corporation or consolidation other entity and which does not result in any reclassification reclassification, capital reorganization or other change of outstanding shares of Common Stock), or in case of any sale or conveyance to another corporation or other entity 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 made so that Holder of this Warrant shall have the right thereafter, by exercising this Warrant, to purchase the kind and number of 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 would have been purchased upon exercise in full of this 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 Paragraph (b). 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 or other entity purchasing such assets or other appropriate corporation or entity shall assume, by written instrument executed and delivered to the Company, the obligation to deliver to the Holder of this Warrant such shares of stock, securities or property as, in accordance with the foregoing provisions, the Holder may be entitled to purchase and the other obligations of the Company under this Warrant. The foregoing provisions shall similarly apply to successive reclassifications, capital reorganizations and other changes of outstanding shares of Common Stock and to successive consolidations, mergers, sales or conveyances. (iv) Irrespective of any adjustments or changes in the Exercise Price or the number of shares of Common Stock purchasable upon exercise of this Warrant, this Warrant certificate shall continue to express the Exercise Price per share and the number of shares of Common Stock purchasable hereunder as the Exercise Price per share and the number of shares of Common stock purchasable therefor as were expressed in this Warrant certificate when the same was originally issued. (v) After each adjustment of the Purchase Price pursuant to this Paragraph (b), the Company will promptly prepare a certificate signed by the Chairman, the President or the Chief Financial Officer of the Company setting forth: (1) the Exercise Price as so adjusted, (2) the number of shares of Common Stock purchasable upon exercise of this Warrant after such adjustment, and (3) a brief statement of the facts accounting for such adjustment. The Company will promptly cause a copy of such certificate to be sent by ordinary first class mail to the Holder of this Warrant at such Holder's last address as it shall appear on the registry books of the Company’s outstanding Common Stock. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of any such adjustment.

ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows: (a) If the Company at any time on or after the Issuance Date effects one or more forward stock splits, stock dividends or other increases of the number of outstanding shares of the Company’s Common Stock outstanding without receiving compensation therefor shall be subdivided into a greater number of shares or a dividend in money, services or propertyCommon Stock shall be paid in respect of Common Stock, the number Exercise Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock subject to the Warrants shall be proportionately increased, and the exercise price payable per share of Common Stock subject to the Warrant shall be proportionately decreased. If the Company at any time on or after the Issuance Date effects one or more reverse stock splits or combines or consolidates, by reclassification or otherwise, the Company’s Common Stock outstanding combined into a lesser smaller number of shares, the Exercise Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Exercise Price, the number of shares Warrant Shares purchasable upon the exercise of Common Stock subject this Warrant shall be changed to the Warrants shall be proportionately decreased; however, number determined by dividing (i) an amount equal to the number of Warrant Shares issuable upon the exercise price payable per share of Common Stock subject this Warrant immediately prior to such adjustment, multiplied by the Warrant shall remain unchangedExercise Price in effect immediately prior to such adjustment, by (ii) the Exercise Price in effect immediately after such adjustment. We may, in our sole discretion, lower In case there occurs any reclassification or change of the outstanding securities of the Company or of any reorganization of the Company (or any other corporation the stock or securities of which are at the time receivable upon the exercise price per share of Common Stock subject to this Warrant) or any similar corporate reorganization on or after the warrant date hereof, then and in each such case the Holder, upon the exercise hereof at any time prior to after the Expiration Date for a period consummation of not less than 30 days. (b) In the event of a capital such reclassification, change, or reorganization or reclassification of the Company’s Common Stock, the Warrants will be adjusted so that thereafter each Holder will shall be entitled to receive receive, in lieu of the stock or other securities and property receivable upon the exercise hereof prior to such consummation, the same number and kind of stock or other securities that or property to which such Holder would have received been entitled upon such consummation if the such Holder had exercised this Warrant had been exercised before the capital reorganization or reclassification of our Common Stock. (c) If the Company merges or consolidates with another corporationimmediately prior thereto, or if the Company sells its assets as an entirety or substantially as an entirety all subject to another corporation, the Company will make provisions so that Holders will be entitled to receive upon exercise of a Warrant the kind and number of securities, cash or other property that would have been received as a result of the transaction by a person who was our stockholder immediately before the transaction and who owned the same number of shares of Common Stock for which the Warrant was exercisable immediately before the transaction. No further adjustment pursuant to the Warrants will be made, however, if a merger or consolidation does not result in any reclassification or change in the Company’s outstanding Common Stockprovisions of this Section 4.

ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:Issuable. -------- (a) If the Company at any time Company: (i) pays a dividend or makes a distribution on or after the Issuance Date effects one or more forward stock splits, stock dividends its Common Stock in shares of its Common Stock or other increases of the number of shares capital stock of the Company’s ; or (ii) subdivides, splits, combines or reclassifies its outstanding shares of Common Stock outstanding without receiving compensation therefor in moneyinto a different number of securities of the same class, services or property, then the number of shares of Common Stock subject issuable upon the exercise of each Warrant (the "Exercise -------- Rate") in effect immediately prior to the Warrants such action shall be ---- proportionately increased, adjusted so that the Holder of any Warrant thereafter exercised may receive the aggregate number and kind of shares of capital stock of the Company which such Holder would have owned immediately following such action if such Warrant had been exercised immediately prior to such action and the exercise price payable per share of Common Stock subject Exercise Price in effect immediately prior to the Warrant such action shall be proportionately decreased. If adjusted to a price determined by multiplying the Company at any time on or after the Issuance Date effects one or more reverse stock splits or combines or consolidates, Exercise Price in effect immediately prior to such action by reclassification or otherwisea fraction, the Company’s Common Stock outstanding into a lesser number numerator of shares, which shall be the number of shares of Common Stock subject outstanding before giving effect to such action and the Warrants denominator of which shall be proportionately decreased; however, the exercise price payable per share of Common Stock subject to the Warrant shall remain unchanged. We may, in our sole discretion, lower the exercise price per share of Common Stock subject to the warrant at any time prior to the Expiration Date for a period of not less than 30 days. (b) In the event of a capital reorganization or reclassification of the Company’s Common Stock, the Warrants will be adjusted so that thereafter each Holder will be entitled to receive upon exercise the same number and kind of securities that such Holder would have received if the Warrant had been exercised before the capital reorganization or reclassification of our Common Stock. (c) If the Company merges or consolidates with another corporation, or if the Company sells its assets as an entirety or substantially as an entirety to another corporation, the Company will make provisions so that Holders will be entitled to receive upon exercise of a Warrant the kind and number of securities, cash or other property that would have been received as a result of the transaction by a person who was our stockholder immediately before the transaction and who owned the same number of shares of Common Stock for which the Warrant was exercisable immediately before the transaction. No adjustment and/or such other capital stock outstanding referred to the Warrants will be made, however, if a merger or consolidation does not result in any reclassification or change in the foregoing clause (a)(1) after giving effect to such action. An adjustment pursuant to this Section 12(a) shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. If, after an adjustment pursuant to this Section 12(a), a Holder of a Warrant upon exercise of it may receive shares of two or more classes of capital stock of the Company’s outstanding , the board of directors of the Company shall determine the allocation of the adjusted Exercise Price between the classes of capital stock. After such allocation, the exercise privilege and the Exercise Price of each class of capital stock shall thereafter be subject to adjustment on terms comparable to those applicable to Common StockStock in this Section 12. Such adjustment shall be made successively whenever any event listed above shall occur.

ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and the number of Warrant Shares that may be purchased under this Warrant shall be adjusted subject to adjustment from time to time as follows:provided in this Section 5. (a) If the Company number of Shares outstanding at any time on or after the Date of Issuance Date effects one is increased by a stock dividend payable in Shares (excluding any Shares issued in payment of dividends to holders of the Company's Series A Convertible Preferred Stock or more forward stock splitsany other series of Preferred Stock) or by a subdivision or split-up of the Shares, stock dividends then, on the date such payment is made or other increases of such change is effective, the Exercise Price per share shall be appropriately decreased and the number of shares of the Company’s Common Stock Warrant Shares issuable hereunder shall be increased in proportion to such increase in outstanding without receiving compensation therefor in money, services or property, shares. If the number of shares of Common Stock subject to the Warrants shall be proportionately increased, and the exercise price payable per share of Common Stock subject to the Warrant shall be proportionately decreased. If the Company Shares outstanding at any time on or after the Date of Issuance Date effects one or more reverse stock splits or combines or consolidatesis decreased by a combination of the outstanding Shares, by reclassification or otherwisethen, on the effective date of such combination, the Company’s Common Stock outstanding into a lesser number of shares, Exercise Price per share shall be appropriately increased and the number of shares of Common Stock subject to the Warrants Warrant Shares issuable hereunder shall be proportionately decreased; however, the exercise price payable per share of Common Stock subject decreased in proportion to the Warrant shall remain unchanged. We may, such decrease in our sole discretion, lower the exercise price per share of Common Stock subject to the warrant at any time prior to the Expiration Date for a period of not less than 30 daysoutstanding Shares. (b) In the event If this Warrant shall be exercised after any merger, consolidation, exchange of a capital equity securities, or reorganization or reclassification of the Company’s Common Stock, or other similar event (an "Extraordinary Event"), occurring after the Date of Issuance, as a result of which Shares shall be changed into the same or a different number of equity securities of the same or another class or classes of securities of the Company or another entity, then the Holder exercising this Warrant shall receive, for the total Exercise Price that would have been payable if this Warrant had been exercised in full immediately before the Extraordinary Event, the Warrants will be adjusted so that thereafter each Holder will be entitled to receive upon exercise the same total number and kind class of equity securities or other securities that such the Holder would have received if the this Warrant had been exercised before the capital reorganization or reclassification of our Common Stock. (c) If the Company merges or consolidates with another corporation, or if the Company sells its assets as an entirety or substantially as an entirety to another corporation, the Company will make provisions so that Holders will be entitled to receive upon exercise of a Warrant the kind and number of securities, cash or other property that would have been received as a result of the transaction by a person who was our stockholder immediately before the transaction and who owned the same number of shares of Common Stock for which the Warrant was exercisable immediately before the transaction. No adjustment to the Warrants will be madeExtraordinary Event; provided, however, if a merger or consolidation does not result in that the Holder shall be subject to the same dilution of its interests resulting from the Extraordinary Event as any reclassification or change in the Company’s outstanding Common Stockother holder of Shares.

ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and Without limiting any provision of Section 3, if the number of Warrant Shares shall be adjusted from time to time as follows: (a) If the Company Company, at any time on or after the Issuance Date effects Date, (i) pays a stock dividend on one or more forward classes of its then outstanding shares of Common Stock or otherwise makes a distribution on any class of capital stock splitsthat is payable in shares of Common Stock, (ii) subdivides (by any stock split, stock dividends dividend, recapitalization or other increases otherwise) one or more classes of the its then outstanding shares of Common Stock into a larger number of shares or (iii) combines (by combination, reverse stock split or otherwise) one or more classes of the Company’s its then outstanding shares of Common Stock outstanding without receiving compensation therefor into a smaller number of shares, then in money, services or property, each such case (A) the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock subject to outstanding immediately before such event and of which the Warrants denominator shall be proportionately increased, and the exercise price payable per share of Common Stock subject to the Warrant shall be proportionately decreased. If the Company at any time on or after the Issuance Date effects one or more reverse stock splits or combines or consolidates, by reclassification or otherwise, the Company’s Common Stock outstanding into a lesser number of shares, the number of shares of Common Stock subject to outstanding immediately after such event and (B) the Warrants number of shares of Series A Preferred Stock for which this Warrant is exercisable immediately after the occurrence of any such event shall be proportionately decreased; however, adjusted to equal the exercise price payable per share of Common Stock subject to the Warrant shall remain unchanged. We may, in our sole discretion, lower the exercise price per share of Common Stock subject to the warrant at any time prior to the Expiration Date for a period of not less than 30 days. (b) In the event of a capital reorganization or reclassification of the Company’s Common Stock, the Warrants will be adjusted so that thereafter each Holder will be entitled to receive upon exercise the same number and kind of securities that such Holder would have received if the Warrant had been exercised before the capital reorganization or reclassification of our Common Stock. (c) If the Company merges or consolidates with another corporation, or if the Company sells its assets as an entirety or substantially as an entirety to another corporation, the Company will make provisions so that Holders will be entitled to receive upon exercise of a Warrant the kind and number of securities, cash or other property that would have been received as shares of Series A Preferred Stock which a result record holder of the transaction by a person who was our stockholder immediately before the transaction and who owned the same number of shares of Common Series A Preferred Stock for which the this Warrant was is exercisable immediately before the transaction. No adjustment prior to the Warrants will occurrence of such event would own or be madeentitled to receive after the happening of such event. Any adjustment made pursuant to clause (i) of this paragraph shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution, however, if a merger and any adjustment pursuant to clause (ii) or consolidation does not result (iii) of this paragraph shall become effective immediately after the effective date of such subdivision or combination. If any event requiring an adjustment under this paragraph occurs during the period that an Exercise Price is used in any reclassification or change calculation hereunder, then in the Company’s outstanding Common Stocksuch calculation such Exercise Price shall be adjusted appropriately to reflect such event.

ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and (i) In the number of Warrant Shares shall be adjusted event the Company shall, at any time or from time to time as follows: (a) If the Company at any time on or after the Issuance Date effects one date hereof, issue any shares of Common Stock as a stock dividend to the holders of Common Stock, or more forward stock splits, stock dividends subdivide or other increases combine the outstanding shares of the Common Stock into a greater or lesser number of shares (any such issuance, subdivision or combination being herein called a "Change of Shares"), then, and thereafter upon each further Change of Shares, the Company’s Common Stock outstanding without receiving compensation therefor Exercise Price in moneyeffect immediately prior to such Change of Shares shall be changed to a price (including any applicable fraction of a cent) determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, services or property, the numerator of which shall be the number of shares of Common Stock subject outstanding immediately prior to such Change of Shares and the Warrants denominator of which shall be proportionately increased, and the exercise price payable per share of Common Stock subject to the Warrant shall be proportionately decreased. If the Company at any time on or after the Issuance Date effects one or more reverse stock splits or combines or consolidates, by reclassification or otherwise, the Company’s Common Stock outstanding into a lesser number of shares, the number of shares of Common Stock subject outstanding immediately after giving effect to the Warrants such Change of Shares. Such adjustment shall be proportionately decreased; however, the exercise price payable per share of Common Stock subject to the Warrant shall remain unchanged. We may, in our sole discretion, lower the exercise price per share of Common Stock subject to the warrant at any time prior to the Expiration Date for a period of not less than 30 daysmade successively whenever such an issuance is made. (bii) In the event of a capital reorganization or reclassification Upon each adjustment of the Company’s Common StockExercise Price pursuant to Paragraph (b)(i) hereof, the Warrants will be adjusted so that thereafter each Holder will be entitled to receive upon exercise the same number and kind of securities that such Holder would have received if the Warrant had been exercised before the capital reorganization or reclassification of our Common Stock. (c) If the Company merges or consolidates with another corporation, or if the Company sells its assets as an entirety or substantially as an entirety to another corporation, the Company will make provisions so that Holders will be entitled to receive upon exercise of a Warrant the kind and number of securities, cash or other property that would have been received as a result of the transaction by a person who was our stockholder immediately before the transaction and who owned the same total number of shares of Common Stock for purchasable upon the exercise of this Warrant shall be such number of shares (calculated to the nearest tenth) purchasable at the Exercise Price in effect immediately prior to such adjustment multiplied by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to such adjustment and the denominator of which shall be the Exercise Price in effect immediately after giving effect to such adjustment. (iii) 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 Warrant was exercisable immediately before Company is the transaction. No adjustment to the Warrants will be made, however, if a merger or consolidation continuing corporation and which does not result in any reclassification reclassification, capital 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 made so that Holder of this Warrant shall have the right thereafter, by exercising this Warrant, to purchase the kind and number of 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 would have been purchased upon exercise in full of this 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 Paragraph (b). The Company shall not effect any such consolidation, merger, sale or conveyance 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 Company, the obligation to deliver to the Holder of this Warrant such shares of stock, securities or property (including cash) as, in accordance with the foregoing provisions, the Holder may be entitled to purchase and the other obligations of the Company under this Warrant. The foregoing provisions shall similarly apply to successive reclassifications, capital reorganizations and other changes of outstanding shares of Common Stock and to successive consolidations, mergers, sales or conveyances. (iv) Irrespective of any adjustments or changes in the Exercise Price or the number of shares of Common Stock purchasable upon exercise of this Warrant, this Warrant certificate shall continue to express the Exercise Price per share and the number of shares of Common Stock purchasable hereunder as the Exercise Price per share and the number of shares of Common stock purchasable therefor as were expressed in this Warrant certificate when the same was originally issued. (v) After each adjustment of the Purchase Price pursuant to this Paragraph (b), 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: (1) the Exercise Price as so adjusted, (2) the number of shares of Common Stock purchasable upon exercise of this Warrant after such adjustment, and (3) a brief statement of the facts accounting for such adjustment. The Company will promptly cause a copy of such certificate to be sent by ordinary first class mail to the Holder of this Warrant at his last address as it shall appear on the registry books of the Company’s outstanding Common Stock. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of any such adjustment.

ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price number and kind of securities purchasable upon the exercise of the Warrant and the number of Warrant Shares exercise price per share shall be adjusted subject to adjustment from time to time upon the occurrence of certain events, as follows: (a) If In the Company at event of any time on consolidation, reclassification or after change of the Issuance Date effects one Warrant Shares into a lesser number of the same or more forward different class or classes of stock splitsof the Company, stock dividends or other increases of the number of shares Warrant Shares deliverable upon exercise of this Warrant shall be proportionally decreased, the class or classes of such Warrant Shares shall be appropriately adjusted and the Exercise Price for such Warrant Shares shall be proportionately increased. In the event of any subdivision, reclassification or change of the Warrant Shares into a greater number of the same or different class or classes of stock of the Company’s , the number of Warrant Shares deliverable upon exercise of this Warrant shall be proportionally increased, the class or classes of such Warrant Shares shall be appropriately adjusted and the Exercise Price for such Warrant Shares shall be proportionately reduced. (b) If there shall occur any capital reorganization of the Common Stock outstanding without receiving compensation therefor in money(excluding mergers, services reorganizations and consolidations covered under Section 5(c), excluding the Merger and any transaction related thereto covered under Section 5(d) and excluding a subdivision, consolidation, reclassification or propertychange covered under Section 5(a)), then, as part of any such reorganization, lawful provision shall be made so that the Warrantholder shall have the right thereafter to receive upon the exercise of this Warrant the kind and amount of shares of stock or other securities or property which such Warrantholder would have been entitled to receive if, immediately prior to any such reorganization, such Warrantholder had held the number of shares of Common Stock subject to the Warrants shall be proportionately increased, and which were then purchasable upon the exercise price payable per share of Common Stock subject to this Warrant. In any such case, appropriate adjustment (as reasonably determined by the Warrant shall be proportionately decreased. If the Company at any time on or after the Issuance Date effects one or more reverse stock splits or combines or consolidates, by reclassification or otherwise, the Company’s Common Stock outstanding into a lesser number Board of shares, the number of shares of Common Stock subject to the Warrants shall be proportionately decreased; however, the exercise price payable per share of Common Stock subject to the Warrant shall remain unchanged. We may, in our sole discretion, lower the exercise price per share of Common Stock subject to the warrant at any time prior to the Expiration Date for a period of not less than 30 days. (b) In the event of a capital reorganization or reclassification Directors of the Company’s Common Stock) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder such that the provisions set forth in this Section 5 (including provisions with respect to adjustment of the Exercise Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the Warrants will be adjusted so that thereafter each Holder will be entitled to receive upon exercise the same number and kind of securities that such Holder would have received if the Warrant had been exercised before the capital reorganization or reclassification of our Common Stockthis Warrant. (c) If there shall be a merger, reorganization or consolidation of the Company merges with or consolidates with into another corporationentity (other than a merger, reorganization or consolidation involving only a change in the jurisdiction of incorporation of the Company), or if the Company sells its assets as an entirety sale of all or substantially all of the Company’s capital stock or assets to any other person, then as an entirety to another corporationa part of such transaction, the Company will make provisions provision shall be made so that Holders will the Warrantholder shall thereafter be entitled to receive upon exercise of a this Warrant the kind and number (in lieu of securities, cash or other property that would have been received as a result Common Stock of the transaction by a person who was our stockholder immediately before Company) the transaction and who owned the same number of shares of Common Stock for stock or other securities or property of the Company, or of the successor corporation resulting from the consolidation, merger, reorganization or sale, to which the Warrantholder would have been entitled if the Warrantholder had exercised its rights pursuant to this Warrant was exercisable immediately before prior thereto. In any such case, appropriate adjustment shall be made in the transaction. No adjustment application of the provisions of this Section 5 to the Warrants will end that the provisions of this Section 5 shall be madeapplicable after that event in as nearly equivalent a manner as may be practicable. For the avoidance of doubt, howeverand notwithstanding anything to the contrary in this Warrant or otherwise, if this Section 5(c) shall not apply to the Merger (as defined below) or any transaction in connection therewith. (d) Upon the closing of the transactions contemplated by that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 13, 2022, and amended as of February 17, 2023, by and among Vallon, Vallon Merger Sub, Inc., a merger or consolidation does not result Delaware corporation, and the Company (such transactions, the “Merger”), this Warrant shall be assumed by ▇▇▇▇▇▇ in all respects, and thereafter any reclassification or change reference to the “Company” herein shall be deemed a reference to Vallon and any reference to “Common Stock” herein shall be deemed a reference to the common stock of Vallon. Upon effective time of the Merger, the kind and amount of Warrant Shares deliverable upon exercise of this Warrant shall be a number of shares of common stock of Vallon equal to [•]% of the lesser of (x) 118,386 multiplied by the Exchange Ratio (as defined in the Company’s outstanding Common StockMerger Agreement) and (y) the quotient obtained by dividing $147,500.00 by the Exercise Price, rounded [up/down] to the nearest whole share.

ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows: (a) If the Company at any time on or after the Issuance Date date hereof effects one or more forward stock splits, stock dividends or other increases or reductions of the number of shares of the Company’s Common Stock outstanding without receiving compensation therefor in money, services or property, the number of shares of Common Stock subject to the Warrants shall (i) if a net increase shall have been effected in the number of outstanding shares of Common Stock, be proportionately increased, and the exercise price payable per share of Common Stock subject to the Warrant shall be proportionately decreased. If the Company at any time on or after the Issuance Date effects one or more reverse stock splits or combines or consolidatesreduced, by reclassification or otherwiseand, the Company’s Common Stock outstanding into (ii) if a lesser number of shares, net reduction shall have been effected in the number of outstanding shares of Common Stock subject to the Warrants shall Stock, be proportionately decreased; however, reduced and the exercise price payable per share of Common Stock subject to the Warrant shall remain unchanged. We may, in our sole discretion, lower the be increased as follows: then exercise price per share multiplied by seventy percent (70%) of the net reduction ratio. By way of example only, if the then exercise price is $3.50 and the Company effects a 1-for-10 reverse stock split of its outstanding shares of Common Stock subject Stock, the then exercise price shall be adjusted upward to the warrant at any time prior to the Expiration Date for a period of not less than 30 days$24.50. (b) In the event of a capital reorganization or reclassification of the Company’s Common Stock, the Warrants will be adjusted so that thereafter each Holder will be entitled to receive upon exercise the same number and kind of securities that such Holder would have received if the Warrant had been exercised before the capital reorganization or reclassification of our Common Stock. (c) If If, at any time while this Warrant is outstanding, (i) the Company, in one or more related transactions effects any merger or consolidation of the Company merges with or consolidates with into another corporationPerson, (ii) the Company effects any sale or other disposition of all or substantially all of its assets in one or a series of related transactions, or if (iii) the Company sells its assets as an entirety in one or substantially as an entirety more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to another corporation, which the Company will make provisions so that Holders will be entitled to receive upon exercise of a Warrant the kind and number of Common Stock is effectively converted into or exchanged for other securities, cash or other property (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been received issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, the number of securities of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of the transaction such Fundamental Transaction by a person who was our stockholder immediately before holder of the transaction and who owned the same number of shares of Common Stock for which the this Warrant was is exercisable immediately before prior to such Fundamental Transaction (without regard to any limitation in Section 1(c) on the transactionexercise of this Warrant). No adjustment For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the Warrants will securities, cash or property to be madereceived in a Fundamental Transaction, howeverthen the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents in accordance with the provisions of this Section 2(c) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (such approval not to be unreasonably withheld or delayed) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant and the other Transaction Documents with the same effect as if a merger or consolidation does not result in any reclassification or change in such Successor Entity had been named as the Company’s outstanding Common StockCompany herein.

ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The THE EXERCISE PRICE AND THE NUMBER OF WARRANT SHARES SHALL BE ADJUSTED FROM TIME TO TIME AS FOLLOWS: (i) Adjustment upon Issuance of shares of Common Stock. If and whenever on or after the Subscription Date the Company issues or sells, or in accordance with this Section 2 is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding shares of Common Stock deemed to have been issued by the Company in connection with any Excluded Securities (as defined in the SPA Securities) for a consideration per share (the "New Issuance Price") less than a price (the "Applicable Price") equal to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (the foregoing a "Dilutive Issuance"), then (1) if the Dilutive Issuance occurred from the initial Issuance Date until the 15 month anniversary of the initial Issuance Date, immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to [115]%(4) of the New Issuance Price or (2) if the Dilutive Issuance occurred after the 15 month anniversary of the initial Issuance Date, immediately after such Dilutive Issuance, the Exercise Price shall be adjusted to an amount equal to [115%](5) of the product of (A) the Exercise Price in effect immediately prior to such Dilutive Issuance and (B) the quotient determined by dividing (1) the sum of (I) the product derived by multiplying the Exercise Price in effect immediately prior to such Dilutive Issuance and the number of Common Stock Deemed Outstanding immediately prior to such Dilutive Issuance plus (II) the consideration, if any, received by the Company upon such Dilutive Issuance, by (2) the product derived by multiplying (I) the Exercise Price in effect immediately prior to such Dilutive Issuance by (II) the number of Common Stock Deemed Outstanding immediately after such Dilutive Issuance; provided, that the Exercise Price shall never be increased pursuant to the terms of this Section 2(a). Upon each such adjustment of the Exercise Price hereunder, the number of Warrant Shares shall be adjusted from time to time as follows: (a) If the Company at any time on or after the Issuance Date effects one or more forward stock splits, stock dividends or other increases of the number of shares of the Company’s Common Stock outstanding without receiving compensation therefor in money, services or property, the number of shares of Common Stock subject determined by multiplying the Exercise Price in effect immediately prior to the Warrants shall be proportionately increased, and the exercise price payable per share of Common Stock subject to the Warrant shall be proportionately decreased. If the Company at any time on or after the Issuance Date effects one or more reverse stock splits or combines or consolidates, such adjustment by reclassification or otherwise, the Company’s Common Stock outstanding into a lesser number of shares, the number of shares of Common Stock subject to the Warrants shall be proportionately decreased; however, the exercise price payable per share of Common Stock subject to the Warrant shall remain unchanged. We may, in our sole discretion, lower the exercise price per share of Common Stock subject to the warrant at any time prior to the Expiration Date for a period of not less than 30 days. (b) In the event of a capital reorganization or reclassification of the Company’s Common Stock, the Warrants will be adjusted so that thereafter each Holder will be entitled to receive upon exercise the same number and kind of securities that such Holder would have received if the Warrant had been exercised before the capital reorganization or reclassification of our Common Stock. (c) If the Company merges or consolidates with another corporation, or if the Company sells its assets as an entirety or substantially as an entirety to another corporation, the Company will make provisions so that Holders will be entitled to receive Shares acquirable upon exercise of a this Warrant immediately prior to such adjustment and dividing the kind and number product thereof by the Exercise Price resulting from such adjustment. For purposes of securitiesdetermining the adjusted Exercise Price under this Section 2(a), cash or other property that would have been received as a result the following shall be applicable: ______________ (4) 115% if the Exercise Price of the transaction by a person who was our stockholder immediately before Warrant is 115% of Conversion Price and 125% if the transaction and who owned the same number Exercise Price of shares of Common Stock for which the Warrant was exercisable immediately before is 125% of the transaction. No adjustment to the Warrants will be made, however, if a merger or consolidation does not result in any reclassification or change in the Company’s outstanding Common StockConversion Price.

ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. 6.1 The Exercise Price number and kind of securities issuable upon the number exercise of this Warrant Shares shall be adjusted subject to adjustment from time to time time, and the Company agrees to provide notice upon the happening of certain events, as follows: (a) a. If the Company at any time on is recapitalized through the subdivision or after the Issuance Date effects one combination of its outstanding shares of Common Stock into a larger or more forward stock splits, stock dividends or other increases of the smaller number of shares of the Company’s Common Stock outstanding without receiving compensation therefor in money, services or propertyStock, the number of shares of Common Stock subject to the Warrants for which this Warrant may be exercised shall be proportionately increasedincreased or reduced, as of the record date for such recapitalization, in the same proportion as the increase or decrease in the outstanding shares of Common Stock, and the exercise price Exercise Price shall be adjusted so that the aggregate amount payable per share for the purchase of Common Stock subject to all of the Warrant Shares issuable hereunder immediately after the record date for such recapitalization shall be proportionately decreased. equal the aggregate amount so payable immediately before such record date. b. If the Company at any time declares a dividend on or after the Issuance Date effects one or more reverse stock splits or combines or consolidates, by reclassification or otherwise, the Company’s its Common Stock outstanding payable in shares of its Common Stock or securities convertible into a lesser number shares of sharesits Common Stock, the number of shares of Common Stock subject to the Warrants for which this Warrant may be exercised shall be proportionately decreased; however, increased as of the exercise price payable per share record date for determining which holders of Common Stock subject shall be entitled to receive such dividend, in proportion to the Warrant shall remain unchanged. We may, increase in our sole discretion, lower the exercise price per share number of outstanding shares of Common Stock subject to the warrant at any time prior to the Expiration Date for a period (and shares of not less than 30 days. (b) In the event Common Stock issuable upon conversion of a capital reorganization or reclassification all such securities convertible into shares of the Company’s Common Stock) as a result of such dividend, and the Warrants will Exercise Price shall be adjusted so that thereafter each Holder will be entitled to receive upon exercise the same number and kind aggregate amount payable for the purchase of securities that such Holder would have received if all the Warrant had been exercised Shares issuable hereunder immediately after the record date for such dividend shall equal the aggregate amount so payable immediately before the capital reorganization or reclassification of our Common Stocksuch record date. (c) c. If the Company merges effects a general distribution to holders of its Common Stock, other than as part of the Company's dissolution or consolidates with another corporationliquidation or the winding up of its affairs, of any shares of its capital stock, any evidence of indebtedness or if the Company sells any of its assets as an entirety (other than cash, shares of Common Stock or substantially as an entirety to another corporationsecurities convertible into shares of Common Stock), the Company will make provisions so that Holders will be entitled shall give written notice to receive upon the Holder of any such general distribution at least fifteen (15) days prior to the proposed record date in order to permit the Holder to exercise of a this Warrant the kind and number of securities, cash on or other property that would have been received as a result of the transaction by a person who was our stockholder immediately before the transaction and who owned record date. There shall be no adjustment in the same number of shares of Common Stock for which this Warrant may be exercised, or in the Warrant was exercisable immediately before Exercise Price, by virtue of any such general distribution, except as otherwise provided herein. d. If the transaction. No adjustment Company offers rights or warrants (other than the Warrant) to all holders of its Common Stock which entitle them to subscribe to or purchase additional shares of Common Stock or securities convertible into shares of Common Stock, the Company shall give written notice of any such proposed offering to the Warrants Holder at least fifteen (15) days prior to the proposed record date in order to permit the Holder to exercise this Warrant on or before such record date. e. In the event an adjustment in the Exercise Price or the number of Warrant Shares issuable hereunder is made under subsection a. or b. above, and such an event does not occur, then any adjustments in the Exercise Price or number of Warrant Shares issuable upon exercise of this Warrant that were made in accordance with such subsection a. or b. shall be readjusted to the Exercise Price and number of Warrant Shares as were in effect immediately prior to the record date for such an event. f. If and whenever the Company issues or sells, or in accordance with Subsection 6.1 is deemed to have issued or sold, any shares of its Common Stock for a consideration per share less than the Exercise Price in effect immediately prior to the time of such issuance or sale (except for the issuance or deemed issuance of securities in a transaction described in paragraph g. of this Subsection 6.1), then immediately upon such issuance or sale the Exercise Price will be madereduced to an Exercise Price determined by multiplying the Exercise Price in effect immediately prior to the issuance or sale by a fraction, howeverthe numerator of which shall be the sum of (i) the number of shares of Common Stock outstanding prior to the issuance or sale plus (ii) the number of Warrant Shares issuable hereunder that the maximum aggregate amount of consideration receivable by the Company upon such issuance or sale would purchase at the Exercise Price in effect immediately prior to the issuance or sale, and the denominator of which shall be the number of shares of Common Stock deemed outstanding, as hereinafter determined, immediately after such issuance or sale. g. The following securities or transactions shall be excluded from the operation of paragraph f. of this Subsection 6.1: (i) The existence and any exercise of any option, convertible promissory note, warrant, or other right to purchase Common Stock, that is outstanding on the date hereof; and (ii) Any grant or exercise of options for Common Stock granted under the Company's stock option plans, in existence as of the date hereof, provided said grant or exercise is not effectuated as a result of any amendment to such plans subsequent to the date hereof, with an exercise price equal to at least the fair market value of the shares of Common Stock on the date of grant. As used herein, the term "fair market value" shall mean the closing bid price, or, if not available, the highest bid price, of the shares of Common Stock as quoted on a merger national securities exchange, or consolidation does not result in any reclassification or change in the over-the-counter market as reported by Nasdaq or, if not available, by the National Quotation Bureau, Incorporated, as the case may be (or, if there is no bid price on a particular day, then the closing bid price or, if not available, the highest bid price on the nearest trading date before that day and for which such prices are available), and if the shares of Common Stock are not listed on such an exchange or traded in such a market on such particular day, then the fair market value per share shall be determined by mutual agreement of the Board of Directors and the Holders by taking into consideration all relevant factors, including, but not limited to, the Company’s outstanding Common Stock's net worth, prospective earning power and dividend paying capacity.

ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. (a) The Exercise Price and shall be subject to adjustment from time to time as provided in this Article III. After each adjustment of the Exercise Price, each Warrantholder shall at any time thereafter be entitled to purchase, at the Exercise Price resulting from such adjustment, the number of Warrant Shares shall be adjusted from time obtained by multiplying the Exercise Price in effect immediately prior to time as follows: (a) If the Company at any time on or after the Issuance Date effects one or more forward stock splits, stock dividends or other increases of such adjustment by the number of shares of the Company’s Common Stock outstanding without receiving compensation therefor in money, services or property, the number of shares of Common Stock subject Warrant Shares purchasable pursuant to the Warrants shall be proportionately increased, and the exercise price payable per share provisions of Common Stock subject to the such Warrant shall be proportionately decreased. If the Company at any time on or after the Issuance Date effects one or more reverse stock splits or combines or consolidates, by reclassification or otherwise, the Company’s Common Stock outstanding into a lesser number of shares, the number of shares of Common Stock subject to the Warrants shall be proportionately decreased; however, the exercise price payable per share of Common Stock subject to the Warrant shall remain unchanged. We may, in our sole discretion, lower the exercise price per share of Common Stock subject to the warrant at any time immediately prior to such adjustment and dividing the Expiration Date for a period of not less than 30 daysproduct thereof by the Exercise Price resulting from such adjustment. (b) In the event For purposes of a capital reorganization or reclassification making adjustments of the Company’s Common StockExercise Price pursuant to this Article III, the Warrants will “Current Market Price” shall be adjusted so that thereafter each Holder will determined as of the date of the grant, issuance or sale, whichever is earlier, as the case may be, giving rise to the adjustment and shall be entitled equal to receive upon exercise the same number last sale price with respect to shares of Common Stock as reported on the New York Stock Exchange on such date. If there are no reported transactions on the New York Stock Exchange on such date, the “Current Market Price” shall be the average of the highest current independent bid and kind of securities that such Holder would have received if lowest current independent offer for the Warrant had been exercised before the capital reorganization or reclassification of our Common Stockshares. (c) If Notwithstanding anything herein to the Company merges or consolidates with another corporation, or if the Company sells its assets as an entirety or substantially as an entirety to another corporationcontrary, the Company will make provisions so that Holders will Exercise Price and Number of Warrant Shares shall not be entitled to receive upon exercise adjusted if (i) the sale price of a Warrant the kind and number of securities, cash or other property that would have been received as a result of the transaction by a person who was our stockholder immediately before the transaction and who owned the same number of any shares of Common Stock for which is equal to or greater than the Warrant was exercisable immediately before Current Market Price as of the transaction. No adjustment to the Warrants will be made, however, if a merger or consolidation does not result in any reclassification or change in date of the Company’s outstanding commitment to sell, (ii) the exercise price of any Options (determined as described in the relevant sections of any Options (as defined in Section 3.03(a)) is equal to or greater than 95% of the Current Market Price as of the date of grant, (iii) the sale or issuance price (determined as described in Section 3.03(b)) of any Convertible Securities (as defined in Section 3.03(a)) is equal to or greater than the Current Market Price as of the date of the Company’s commitment to sell or (iv) notwithstanding clause (i) and (iii) any shares of Common StockStock or Convertible Securities are issued or sold in a firm commitment underwritten registered public offering or in a private placement in which shares of Common Stock are issued at a market rate discount.

ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows: (a) If the Company at any time on or after the Issuance Date effects one or more forward stock splits, stock dividends or other increases of the number of outstanding shares of the Company’s Common Stock outstanding without receiving compensation therefor shall be subdivided into a greater number of shares or a dividend in money, services or propertyCommon Stock shall be paid in respect of Common Stock, the number Exercise Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock subject to the Warrants shall be proportionately increased, and the exercise price payable per share of Common Stock subject to the Warrant shall be proportionately decreased. If the Company at any time on or after the Issuance Date effects one or more reverse stock splits or combines or consolidates, by reclassification or otherwise, the Company’s Common Stock outstanding combined into a lesser smaller number of shares, the Exercise Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Exercise Price, the number of shares Warrant Shares purchasable upon the exercise of Common Stock subject this Warrant shall be changed to the Warrants shall be proportionately decreased; however, number determined by dividing (i) an amount equal to the number of Warrant Shares issuable upon the exercise price payable per share of Common Stock subject to the this Warrant shall remain unchanged. We may, in our sole discretion, lower the exercise price per share of Common Stock subject to the warrant at any time immediately prior to such adjustment, multiplied by the Expiration Date for a period of not less than 30 daysExercise Price in effect immediately prior to such adjustment, by (ii) the Exercise Price in effect immediately after such adjustment. (b) In the event of a capital reorganization case there occurs any reclassification or reclassification change of the Company’s Common Stockoutstanding securities of the Company or of any reorganization of the Company (or any other corporation the stock or securities of which are at the time receivable upon the exercise of this ▇▇▇▇▇▇▇) or any similar corporate reorganization on or after the date hereof, then and in each such case the Warrants will be adjusted so that thereafter each Holder will Holder, upon the exercise hereof at any time after the consummation of such reclassification, change, or reorganization shall be entitled to receive receive, in lieu of the stock or other securities and property receivable upon the exercise hereof prior to such consummation, the same number and kind of stock or other securities that or property to which such Holder would have received been entitled upon such consummation if the such Holder had exercised this Warrant had been exercised before the capital reorganization or reclassification of our Common Stock. (c) If the Company merges or consolidates with another corporationimmediately prior thereto, or if the Company sells its assets as an entirety or substantially as an entirety all subject to another corporation, the Company will make provisions so that Holders will be entitled to receive upon exercise of a Warrant the kind and number of securities, cash or other property that would have been received as a result of the transaction by a person who was our stockholder immediately before the transaction and who owned the same number of shares of Common Stock for which the Warrant was exercisable immediately before the transaction. No further adjustment pursuant to the Warrants will be made, however, if a merger or consolidation does not result in any reclassification or change in the Company’s outstanding Common Stockprovisions of this Section 4.

ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows: (a) If the Company at any time on or after the Issuance Date effects one or more forward stock splits, stock dividends or other increases of the number of shares of the Company’s Common Stock outstanding without receiving compensation therefor in money, services or property, the number of shares of Common Stock subject to the Warrants Warrant shall be proportionately increased, and the exercise price payable per share of Common Stock subject to the Warrant shall be proportionately decreased. If the Company at any time on or after the Issuance Date effects one or more reverse stock splits or combines or consolidates, by reclassification or otherwise, the Company’s Common Stock outstanding into a lesser number of shares, the number of shares of Common Stock subject to the Warrants Warrant shall be proportionately decreased; however, the exercise price payable per share of Common Stock subject to the Warrant shall remain unchanged. We may, in our sole discretion, lower the exercise price per share of Common Stock subject to the warrant at any time prior to the Expiration Date for a period of not less than 30 days. (b) In the event of a capital reorganization or reclassification of the Company’s Common Stock, the Warrants will be adjusted so that thereafter each Holder will be entitled to receive upon exercise the same number and kind of securities that such Holder would have received if the Warrant had been exercised before the capital reorganization or reclassification of our Common Stock. (c) If the Company merges or consolidates with another corporation, or if the Company sells its assets as an entirety or substantially as an entirety to another corporation, the Company will make provisions so that Holders will be entitled to receive upon exercise of a Warrant the kind and number of securities, cash or other property that would have been received as a result of the transaction by a person who was our stockholder immediately before the transaction and who owned the same number of shares of Common Stock for which the Warrant was exercisable immediately before the transaction. No adjustment to the Warrants will be made, however, if a merger or consolidation does not result in any reclassification or change in the Company’s outstanding Common Stock.

ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. (a) The Exercise Price and shall be subject to adjustment from time to time as provided in this Article III. After each adjustment of the Exercise Price, each Warrantholder shall at any time thereafter be entitled to purchase, at the Exercise Price resulting from such adjustment, the number of Warrant Shares shall be adjusted from time obtained by multiplying the Exercise Price in effect immediately prior to time as follows: (a) If the Company at any time on or after the Issuance Date effects one or more forward stock splits, stock dividends or other increases of such adjustment by the number of shares of the Company’s Common Stock outstanding without receiving compensation therefor in money, services or property, the number of shares of Common Stock subject Warrant Shares purchasable pursuant to the Warrants shall be proportionately increased, and the exercise price payable per share provisions of Common Stock subject to the such Warrant shall be proportionately decreased. If the Company at any time on or after the Issuance Date effects one or more reverse stock splits or combines or consolidates, by reclassification or otherwise, the Company’s Common Stock outstanding into a lesser number of shares, the number of shares of Common Stock subject to the Warrants shall be proportionately decreased; however, the exercise price payable per share of Common Stock subject to the Warrant shall remain unchanged. We may, in our sole discretion, lower the exercise price per share of Common Stock subject to the warrant at any time immediately prior to such adjustment and dividing the Expiration Date for a period of not less than 30 daysproduct thereof by the Exercise Price resulting from such adjustment. (b) In the event For purposes of a capital reorganization or reclassification making adjustments of the Company’s Common StockExercise Price pursuant to this Article III, the Warrants will “Current Market Price” shall be adjusted so that thereafter each Holder will determined as of the date of the grant, issuance or sale, whichever is earlier, as the case may be, giving rise to the adjustment and shall be entitled equal to receive upon exercise the same number last sale price with respect to shares of Common Stock as reported on the New York Stock Exchange on such date. If there are no reported transactions on the New York Stock Exchange on such date, the “Current Market Price” shall be the average of the highest current independent bid and kind of securities that such Holder would have received if lowest current independent offer for the Warrant had been exercised before the capital reorganization or reclassification of our Common Stockshares. (c) If Notwithstanding anything herein to the Company merges or consolidates with another corporation, or if the Company sells its assets as an entirety or substantially as an entirety to another corporationcontrary, the Company will make provisions so that Holders will Exercise Price and Number of Warrant Shares shall not be entitled to receive upon exercise adjusted if (i) the sale price of a Warrant the kind and number of securities, cash or other property that would have been received as a result of the transaction by a person who was our stockholder immediately before the transaction and who owned the same number of any shares of Common Stock for which is equal to or greater than the Warrant was exercisable immediately before Current Market Price as of the transaction. No adjustment to the Warrants will be made, however, if a merger or consolidation does not result in any reclassification or change in date of the Company’s outstanding commitment to sell, (ii) the exercise price of any Options (determined as described in the relevant sections of any Options (as defined in Section 3.03(a)) is equal to or greater than 95% of the Current Market Price as of the date of grant, (iii) the sale or issuance price (determined as described in Section 3.03(b)) of any Convertible Securities (as defined in Section 3.03(a)) is equal to or greater than the Current Market Price as of the date of the Company’s commitment to sell or (iv) notwithstanding clause (i) and (iii) any shares of Common StockStock or Convertible Securities are issued or sold in a firm commitment underwritten registered public offering or in a private placement in which shares of Common Stock are issued at a market rate discount for lodging REITs of comparable size to the Company.

ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows: (a) If the Company at any time on or after the Issuance Date effects one or more forward stock splits, stock dividends or other increases of the number of outstanding shares of the Company’s Common Stock outstanding without receiving compensation therefor shall be subdivided into a greater number of shares or a dividend in money, services or propertyCommon Stock shall be paid in respect of Common Stock, the number Exercise Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock subject to the Warrants shall be proportionately increased, and the exercise price payable per share of Common Stock subject to the Warrant shall be proportionately decreased. If the Company at any time on or after the Issuance Date effects one or more reverse stock splits or combines or consolidates, by reclassification or otherwise, the Company’s Common Stock outstanding combined into a lesser smaller number of shares, the Exercise Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Exercise Price, the number of shares Warrant Shares purchasable upon the exercise of Common Stock subject this Warrant shall be changed to the Warrants shall be proportionately decreased; however, number determined by dividing (i) an amount equal to the number of Warrant Shares issuable upon the exercise price payable per share of Common Stock subject to the this Warrant shall remain unchanged. We may, in our sole discretion, lower the exercise price per share of Common Stock subject to the warrant at any time immediately prior to such adjustment, multiplied by the Expiration Date for a period of not less than 30 daysExercise Price in effect immediately prior to such adjustment, by (ii) the Exercise Price in effect immediately after such adjustment. (b) In the event of a capital reorganization case there occurs any reclassification or reclassification change of the Company’s Common Stockoutstanding securities of the Company or of any reorganization of the Company (or any other corporation the stock or securities of which are at the time receivable upon the exercise of this Warrant) or any similar corporate reorganization on or after the date hereof, then and in each such case the Warrants will be adjusted so that thereafter each Holder will Holder, upon the exercise hereof at any time after the consummation of such reclassification, change, or reorganization shall be entitled to receive receive, in lieu of the stock or other securities and property receivable upon the exercise hereof prior to such consummation, the same number and kind of stock or other securities that or property to which such Holder would have received been entitled upon such consummation if the such Holder had exercised this Warrant had been exercised before the capital reorganization or reclassification of our Common Stock. (c) If the Company merges or consolidates with another corporationimmediately prior thereto, or if the Company sells its assets as an entirety or substantially as an entirety all subject to another corporation, the Company will make provisions so that Holders will be entitled to receive upon exercise of a Warrant the kind and number of securities, cash or other property that would have been received as a result of the transaction by a person who was our stockholder immediately before the transaction and who owned the same number of shares of Common Stock for which the Warrant was exercisable immediately before the transaction. No further adjustment pursuant to the Warrants will be made, however, if a merger or consolidation does not result in any reclassification or change in the Company’s outstanding Common Stockprovisions of this Section 4.

ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and (i) In the number of Warrant Shares shall be adjusted event the Company shall, at any time or from time to time as follows: (a) If the Company at any time on or after the Issuance Date effects one date hereof, issue any shares of Common Stock as a stock dividend to the holders of Common Stock, or more forward stock splits, stock dividends subdivide or other increases combine the outstanding shares of the Common Stock into a greater or lesser number of shares (any such issuance, subdivision or combination being herein called a "Change of Shares"), then, and thereafter upon each further Change of Shares, the Company’s Common Stock outstanding without receiving compensation therefor Exercise Price in moneyeffect immediately prior to such Change of Shares shall be changed to a price (including any applicable fraction of a cent) determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, services or property, the numerator of which shall be the number of shares of Common Stock subject outstanding immediately prior to such Change of Shares and the Warrants denominator of which shall be proportionately increased, and the exercise price payable per share of Common Stock subject to the Warrant shall be proportionately decreased. If the Company at any time on or after the Issuance Date effects one or more reverse stock splits or combines or consolidates, by reclassification or otherwise, the Company’s Common Stock outstanding into a lesser number of shares, the number of shares of Common Stock subject outstanding immediately after giving effect to the Warrants such Change of Shares. Such adjustment shall be proportionately decreased; however, the exercise price payable per share of Common Stock subject to the Warrant shall remain unchanged. We may, in our sole discretion, lower the exercise price per share of Common Stock subject to the warrant at any time prior to the Expiration Date for a period of not less than 30 daysmade successively whenever such an issuance is made. (bii) In the event of a capital reorganization or reclassification Upon each adjustment of the Company’s Common StockExercise Price pursuant to Paragraph (b)(i) hereof, the Warrants will be adjusted so that thereafter each Holder will be entitled to receive upon exercise the same number and kind of securities that such Holder would have received if the Warrant had been exercised before the capital reorganization or reclassification of our Common Stock. (c) If the Company merges or consolidates with another corporation, or if the Company sells its assets as an entirety or substantially as an entirety to another corporation, the Company will make provisions so that Holders will be entitled to receive upon exercise of a Warrant the kind and number of securities, cash or other property that would have been received as a result of the transaction by a person who was our stockholder immediately before the transaction and who owned the same total number of shares of Common Stock for purchasable upon the exercise of this Warrant shall be such number of shares (calculated to the nearest tenth) purchasable at the Exercise Price in effect immediately prior to such adjustment multiplied by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to such adjustment and the denominator of which shall be the Exercise Price in effect immediately after giving effect to such adjustment. (iii) 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 Warrant was exercisable immediately before Company is the transaction. No adjustment to the Warrants will be made, however, if a merger or consolidation continuing corporation and which does not result in any reclassification reclassification, capital 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 made so that Holder of this Warrant shall have the right thereafter, by exercising this Warrant, to purchase the kind and number of 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 would have been purchased upon exercise in full of this 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 Paragraph (b). 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 Company, the obligation to deliver to the Holder of this Warrant such shares of stock, securities or property (including cash) as, in accordance with the foregoing provisions, the Holder may be entitled to purchase and the other obligations of the Company under this Warrant. The foregoing provisions shall similarly apply to successive reclassifications, capital reorganizations and other changes of outstanding shares of Common Stock and to successive consolidations, mergers, sales or conveyances. (iv) Irrespective of any adjustments or changes in the Exercise Price or the number of shares of Common Stock purchasable upon exercise of this Warrant, this Warrant certificate shall continue to express the Exercise Price per share and the number of shares of Common Stock purchasable hereunder as the Exercise Price per share and the number of shares of Common stock purchasable therefor as were expressed in this Warrant certificate when the same was originally issued. (v) After each adjustment of the Purchase Price pursuant to this Paragraph (b), 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: (1) the Exercise Price as so adjusted, (2) the number of shares of Common Stock purchasable upon exercise of this Warrant after such adjustment, and (3) a brief statement of the facts accounting for such adjustment. The Company will promptly cause a copy of such certificate to be sent by ordinary first class mail to the Holder of this Warrant at his or its last address as it shall appear on the registry books of the Company’s outstanding Common Stock. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of any such adjustment.

ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The (a) In case the Company shall at any time after the date this Warrant was first issued (i) declare a dividend on the outstanding Common Stock payable in shares of its capital stock, (ii) subdivide the outstanding Common Stock, (iii) combine the outstanding Common Stock into a smaller number of shares, 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 Price, and the number of Warrant Shares issuable upon exercise of this Warrant, 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 after such time shall be entitled to receive the aggregate number and kind of shares which, if such Warrant had been exercised immediately prior to such time, the Holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination, or reclassification. Such adjustment shall be made successively whenever any event listed above shall occur. (b) In case the Company shall issue or fix a record date for the issuance to all holders of Common Stock of rights, options, or warrants to subscribe for or purchase Common Stock (or securities convertible into or exchangeable for Common Stock) at a price per share (or having a conversion or exchange price per share, if a security convertible into or exchangeable for Common Stock) less than the Current Market Price (as hereinafter defined) per share of Common Stock on such record date, then, in each case, the Exercise Price shall be adjusted from time by multiplying the Exercise Price in effect immediately prior to time as follows: (a) If such record date by a fraction, the Company at any time on or after the Issuance Date effects one or more forward stock splits, stock dividends or other increases numerator of the number of shares of the Company’s Common Stock outstanding without receiving compensation therefor in money, services or property, which shall be the number of shares of Common Stock subject to the Warrants shall be proportionately increased, and the exercise price payable per share of Common Stock subject to the Warrant shall be proportionately decreased. If the Company at any time outstanding on or after the Issuance Date effects one or more reverse stock splits or combines or consolidates, by reclassification or otherwise, the Company’s Common Stock outstanding into a lesser number of shares, such record date plus the number of shares of Common Stock subject to which the Warrants shall be proportionately decreased; however, the exercise aggregate offering price payable per share of Common Stock subject to the Warrant shall remain unchanged. We may, in our sole discretion, lower the exercise price per share of Common Stock subject to the warrant at any time prior to the Expiration Date for a period of not less than 30 days. (b) In the event of a capital reorganization or reclassification of the Company’s Common Stock, the Warrants will be adjusted so that thereafter each Holder will be entitled to receive upon exercise the same number and kind of securities that such Holder would have received if the Warrant had been exercised before the capital reorganization or reclassification of our Common Stock. (c) If the Company merges or consolidates with another corporation, or if the Company sells its assets as an entirety or substantially as an entirety to another corporation, the Company will make provisions so that Holders will be entitled to receive upon exercise of a Warrant the kind and number of securities, cash or other property that would have been received as a result of the transaction by a person who was our stockholder immediately before the transaction and who owned the same total number of shares of Common Stock so to be offered (or the aggregate initial conversion or exchange price of the convertible or exchangeable securities so to be offered) would purchase at such Current Market Price and the denominator of which shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock to be offered for subscription or purchase (or into which the Warrant was exercisable immediately before the transaction. No adjustment convertible or exchangeable securities so to the Warrants will be madeoffered are initially convertible or exchangeable); provided, however, if that no such adjustment shall be made which results in an increase in the Exercise Price and every adjustment shall be subject to Section 6(f) hereof. Such adjustment shall become effective at the close of business on such record date; provided, however, that, to the extent the shares of Common Stock (or securities convertible into or exchangeable for shares of Common Stock) are not delivered, the Exercise Price shall be readjusted after the expiration of such rights, options, or warrants (but only with respect to Warrants exercised after such expiration), to the Exercise Price which would then be in effect had the adjustments made upon the issuance of such rights, options, or warrants been made upon the basis of delivery of only the number of shares of Common Stock (or securities convertible into or exchangeable for shares of Common Stock) actually issued. In case any subscription price may be paid in consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the board of directors of the Company, whose determination shall be conclusive absent manifest error. Shares of Common Stock owned by or held for the account of the Company or any majority-owned subsidiary shall not be deemed outstanding for the purpose of any such computation. (c) In case the Company shall distribute to all holders of Common Stock (including any such distribution made to the stockholders of the Company in connection with a consolidation or merger or consolidation in which the Company is the continuing corporation) evidences of its indebtedness, cash (other than any cash dividend which, together with any cash dividends paid within the 12 months prior to the record date for such distribution, does not result exceed 5% of the Current Market Price at the record date for such distribution) or assets (other than distributions and dividends payable in shares of Common Stock), or rights, options, or warrants to subscribe for or purchase Common Stock, or securities convertible into or changeable for shares of Common Stock (excluding those with respect to the issuance of which an adjustment of the Exercise Price is provided pursuant to Section 6(b) hereof), then, in each case, the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to the record date for the determination of stockholders entitled to receive such distribution by a fraction, the numerator of which shall be the Current Market Price per share of Common Stock on such record date, less the fair market value (as determined in good faith by the board of directors of the Company, whose determination shall be conclusive absent manifest error) of the portion of the evidences of indebtedness or assets so to be distributed, or of such rights, options, or warrants or convertible or exchangeable securities, or the amount of such cash, applicable to one share, and the denominator of which shall be such Current Market Price per share of Common Stock. Such adjustment shall become effective at the close of business on such record date. (d) In case the Company shall issue shares of Common Stock or rights, options, or warrants to subscribe for or purchase Common Stock, or securities convertible into or exchangeable for Common Stock (excluding shares, rights, options, warrants, or convertible or exchangeable securities issued or issuable (i) in any reclassification of the transactions with respect to which an adjustment of the Exercise Price is provided pursuant to Sections 6(a), 6(b), or 6(c) above, (ii) upon any issuance of securities pursuant to this offering of Warrants or the exercise of securities so issued, (iii) upon exercise of this Warrant or any other warrants issued by the Company and outstanding on the date hereof, (iv) upon any adjustment of the number of shares of Common Stock issuable upon exercise of the Warrants pursuant to the Preamble hereof, (v) upon issuance or exercise of stock options granted to the directors or employees of the Company pursuant to the Company's stock option plans in effect on the date hereof, each as may have been amended from time to time, or (vi) upon the conversion of any outstanding convertible securities or convertible securities to be issued pursuant to agreements in effect on the date hereof) at a price per share (determined, in the case of such rights, options, warrants, or convertible or exchangeable securities, by dividing (x) the total amount received or receivable by the Company in consideration of the sale and issuance of such rights, options, warrants, or convertible or exchangeable securities, plus the minimum aggregate consideration payable to the Company upon exercise, conversion, or exchange thereof, by (y) the maximum number of shares covered by such rights, options, warrants, or convertible or exchangeable securities) lower than the Current Market Price per share of Common Stock, in effect immediately prior to such issuance, then the Exercise Price shall be reduced on the date of such issuance to a price (calculated to the nearest cent) determined by multiplying the Exercise Price in effect immediately prior to such issuance by a fraction, (1) the numerator of which shall be an amount equal to the sum of (A) the number of shares of Common Stock outstanding immediately prior to such issuance plus (B) the quotient obtained by dividing the consideration received by the Company upon such issuance by such Current Market Price, and (2) the denominator of which shall be the total number of shares of Common Stock outstanding immediately after such issuance; provided, however, that no such adjustment shall be made which results in an increase in the Exercise Price and every adjustment shall be subject to Section 6(f) hereof. For the purposes of such adjustments, the maximum number of shares which the holders of any such rights, options, warrants, or convertible or exchangeable securities shall be entitled to initially subscribe for or purchase or convert or exchange such securities into shall be deemed to be issued and outstanding as of the date of such issuance, and the consideration received by the Company therefor shall be deemed to be the consideration received by the Company for such rights, options, warrants, or convertible or exchangeable securities, plus the minimum aggregate consideration or premiums stated in such rights, options, warrants, or convertible or exchangeable securities to be paid for the shares covered thereby. No further adjustment of the Exercise Price shall be made as a result of the actual issuance of shares of Common Stock on exercise of such rights, options, or warrants or on conversion or exchange of such convertible or exchangeable securities. On the expiration or the termination of such rights, options, or warrants, or the termination of such right to convert or exchange, the Exercise Price shall be readjusted (but only with respect to this Warrant if exercised after such expiration or termination) to such Exercise Price as would have obtained had the adjustments made upon the issuance of such rights, options, warrants, or convertible or exchangeable securities been made upon the basis of the delivery of only the number of shares of Common Stock actually delivered upon the exercise of such rights, options, or warrants or upon the conversion or exchange of any such securities; and on any change of the number of shares of Common Stock deliverable upon the exercise of any such rights, options, or warrants or conversion or exchange of such convertible or exchangeable securities or any change in the consideration to be received by the Company upon such exercise, conversion, or exchange, including, without limitation, a change resulting from the antidilution provisions thereof. In case the Company shall issue shares of Common Stock or any such rights, options, warrants, or convertible or exchangeable securities for a consideration consisting, in whole or in part, of property other than cash or its equivalent, then the "price per share" and the "consideration received by the Company’s " for purposes of the first sentence of this Section 6(d) shall be as determined in good faith by the board of directors of the Company, whose determination shall be conclusive absent manifest error. Shares of Common Stock owned by or held for the account of the Company or any majority-owned subsidiary shall not be deemed outstanding for the purpose of any such computation. (e) For the purpose of any computation under this Section 6, the "Current Market Price" per share of Common Stock on any date shall be deemed to be the average of the daily closing prices for the 20 consecutive trading days immediately preceding the date in question. The closing price for each day shall be the last reported closing sales price or the last reported closing bid price, as the case may be, on the principal national securities exchange (including, for purposes hereof, the Nasdaq National Market) on which the Common Stock is listed or admitted to trading or, if the Common Stock is not listed or admitted to trading on any national securities exchange, the highest reported bid price for the Common Stock as furnished by the National Association of Securities Dealers, Inc. through Nasdaq or a similar organization if Nasdaq is no longer reporting such information. If on any such date the Common Stock is not listed or admitted to trading on any national securities exchange and is not quoted by Nasdaq or any similar organization, the fair value of a share of Common Stock on such date, as determined in good faith by the board of directors of the Company, whose determination shall be conclusive absent manifest error, shall be used. (f) No adjustment in the Exercise Price shall be required if such adjustment is less than $. 05 (which amount will be proportionately adjusted in the event of stock splits or the like); provided, however, that any adjustments which by reason of this Section 6 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 6 shall be made to the nearest cent or to the nearest one-thousandth of a share, as the case may be. (g) In any case in which this Section 6 shall require that an adjustment in the Exercise Price be made effective as of a record date for a specified event, the Company may elect to defer, until the occurrence of such event, issuing to the Holder, if the Holder exercised this Warrant after such record date, the shares of Common Stock, if any, issuable upon such exercise over and above the shares of Common Stock, if any, issuable upon such exercise on the basis of the Exercise Price in effect prior to such adjustment; provided, however, that the Company shall deliver to the Holder a due ▇▇▇▇ or other appropriate instrument evidencing the Holder's right to receive such additional shares upon the occurrence of the event requiring such adjustment. (h) Whenever there shall be an adjustment as provided in this Section 6, the Company shall promptly cause written notice thereof to be sent by certified or registered mail, postage prepaid, to the Holder, at its address as it shall appear in the Warrant Register, which notice shall be accompanied by an officer's certificate setting forth the number of Warrant Shares purchasable upon the exercise of this Warrant and the Exercise Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment and the computation thereof, which officer's certificate shall be conclusive evidence of the correctness of any such adjustment absent manifest error. (i) The Company shall not be required to issue fractions of shares of Common Stock or other capital stock of the Company upon the exercise of this Warrant.If any fraction of a share would be issuable on the exercise of this Warrant (or specified portions thereof), the Company shall purchase such fraction for an amount in cash equal to the same fraction of the market price of such share of Common Stock on the date of exercise of this Warrant, as determined in good faith by the Company's Board of Directors.

ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and (a) In the number of Warrant Shares shall be adjusted event the Company shall, at any time or from time to time as follows: (a) If the Company at any time on or after the Issuance Date effects one Commencement Date, issue any shares of Common Stock as a stock dividend to the holders of Common Stock, or more forward stock splits, stock dividends subdivide or other increases combine the outstanding shares of the Common Stock into a greater or lesser number of shares (any such issuance, subdivision or combination being herein called a "Change of Shares"), then, and thereafter upon each further Change of Shares, the Company’s Common Stock outstanding without receiving compensation therefor Exercise Price in moneyeffect immediately prior to such Change of Shares shall be changed to a price (including any applicable fraction of a cent) determined by multiplying (x) the Exercise Price in effect immediately prior thereto by (y) a fraction, services or property, the numerator of which shall be the number of shares of Common Stock subject outstanding immediately prior to such Change of Shares and the Warrants denominator of which shall be proportionately increased, and the exercise price payable per share of Common Stock subject to the Warrant shall be proportionately decreased. If the Company at any time on or after the Issuance Date effects one or more reverse stock splits or combines or consolidates, by reclassification or otherwise, the Company’s Common Stock outstanding into a lesser number of shares, the number of shares of Common Stock subject outstanding immediately after giving effect to the Warrants such Change of Shares. Such adjustment shall be proportionately decreased; however, the exercise price payable per share of Common Stock subject to the Warrant shall remain unchanged. We may, in our sole discretion, lower the exercise price per share of Common Stock subject to the warrant at any time prior to the Expiration Date for a period of not less than 30 daysmade successively whenever such an issuance is made. (b) In the event of a capital reorganization or reclassification Upon each adjustment of the Company’s Common StockExercise Price pursuant to Section 2(a) hereof, the Warrants will be adjusted so that thereafter each Holder will be entitled to receive upon exercise the same number and kind of securities that such Holder would have received if the Warrant had been exercised before the capital reorganization or reclassification of our Common Stock. (c) If the Company merges or consolidates with another corporation, or if the Company sells its assets as an entirety or substantially as an entirety to another corporation, the Company will make provisions so that Holders will be entitled to receive upon exercise of a Warrant the kind and number of securities, cash or other property that would have been received as a result of the transaction by a person who was our stockholder immediately before the transaction and who owned the same total number of shares of Common Stock for purchasable upon the exercise of this Warrant shall be such number of shares (calculated to the nearest tenth) purchasable at the Exercise Price in effect immediately prior to such adjustment multiplied by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to such adjustment and the denominator of which shall be the Exercise Price in effect immediately after giving effect to 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 Warrant was exercisable immediately before Company is the transaction. No adjustment to the Warrants will be made, however, if a merger continuing corporation or consolidation other entity and which does not result in any reclassification reclassification, capital reorganization or other change of outstanding shares of Common Stock), or in case of any sale or conveyance to another corporation or other entity 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 made so that the Holder of this Warrant shall have the right thereafter, by exercising this Warrant, to purchase the kind and number of 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 would have been purchased upon exercise in full of this 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 2. 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 or other entity purchasing such assets or other appropriate corporation or entity shall assume, by written instrument executed and delivered to the Company, the obligation to deliver to the Holder of this Warrant such shares of stock, securities or property (including cash) as, in accordance with the foregoing provisions, the Holder may be entitled to purchase and the other obligations of the Company under this Warrant. The foregoing provisions shall 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 Exercise Price or the number of shares of Common Stock purchasable upon exercise of this Warrant, this Warrant certificate shall continue to express the Exercise Price per share and the number of shares of Common Stock purchasable hereunder as the Exercise Price per share and the number of shares of Common stock purchasable therefor as were expressed in this Warrant certificate when the same was originally issued. (e) After each adjustment of the Purchase Price pursuant to this Section 2, the Company will promptly prepare a certificate signed by the Chairman, the President or the Chief Financial Officer of the Company setting forth: (1) the Exercise Price as so adjusted, (2) the number of shares of Common Stock purchasable upon exercise of this Warrant after such adjustment, and (3) a brief statement of the facts accounting for such adjustment. The Company will promptly cause a copy of such certificate to be sent by ordinary first class mail to the Holder of this Warrant at such Holder's last address as it shall appear on the registry books of the Company’s outstanding Common Stock. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of any such adjustment.

ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. Issuable. The number and kind of shares purchasable upon the exercise of --------- Warrants and the Exercise Price and the number of Warrant Shares shall be adjusted subject to adjustment from time to time as follows: (a) If In case the Company at any time on shall pay or after the Issuance Date effects one or more forward stock splits, stock dividends make a dividend or other increases distribution on any class of capital stock of the Company in Common Stock, the Exercise Price in effect at the opening of business on the day 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 the numerator of which shall be the number of shares of the Company’s Common Stock outstanding without receiving compensation therefor in moneyat the close of business on the date fixed for such determination and the denominator of which shall be the sum of such number of shares and the total number shares constituting such dividend or other distribution, services or propertysuch reduction to become effective immediately after the opening of business on the day following the date fixed for such determination of the holders entitled to such dividends and distributions. For the purposes of this paragraph 6(a), the number of shares of Common Stock subject to at any time outstanding shall not include shares held in the Warrants shall be proportionately increased, and treasury of the exercise price payable per share Company. The Company will not pay any dividend or make any distribution on shares of Common Stock subject held in the treasury of the Company. (b) In case the Company shall issue Common Stock, any security convertible into or exercisable for Common Stock, or rights, options or warrants to subscribe for, purchase or acquire shares of Common Stock or other securities convertible into or exercisable for Common Stock (excluding shares issued (i) in any of the transactions described in paragraphs 6(a), 6(c) or 6(d) of this Agreement, (ii) pursuant to the Warrant Company's employee incentive plans, (iii) upon exercise of options and warrants of the Company outstanding as of the date hereof, (iv) to shareholders of any corporation which merges into the Company or a subsidiary of the Company in proportion to their stock holdings of such corporation immediately prior to such merger, upon such merger, (v) upon conversion or exchange of any preferred stock or convertible debt of the Company, or (vi) in a bona fide offering (whether pursuant to a registered offering or an offering pursuant to Rule 144A of the Securities Act) pursuant to a firm commitment underwriting designed to achieve a broad distribution and in which no person (or group of affiliated persons) has a prior arrangement to acquire shares in the offering such that, after giving effect to the offering, such person or group would beneficially own shares representing 5% or more of the total shares outstanding), at a price per share (on an as converted or exercised basis) less than the current market price per share (determined as provided in paragraph 6(f) below) of the Common Stock on the earliest of (x) the date of the closing of any new issuance, (y) the date fixed for the determination of stockholders entitled to receive such securities, and (z) the date on which the Company becomes contractually obligated to issue such securities, the Exercise Price in effect at the opening of business on the day following the date fixed for such determination shall be proportionately decreased. If reduced by multiplying such Exercise Price by a fraction the Company at any time on or after numerator of which shall be the Issuance Date effects one or more reverse stock splits or combines or consolidates, by reclassification or otherwise, the Company’s number of shares of Common Stock outstanding into a lesser at the close of business on the date fixed for such determination plus the number of sharesshares of Common Stock which the aggregate offering price for the total number of shares of Common Stock so offered for subscription, purchase or acquisition would purchase at such current market price per share and the denominator of which shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock so offered for subscription, purchase or acquisition, such reduction to become effective immediately after the opening of business on the day following the date fixed for such determination of the holders entitled to such rights, options or warrants. However, upon the expiration of any right, option or warrant to purchase Common Stock, the issuance of which resulted in an adjustment in the Exercise Price pursuant to this paragraph 6(b), if any such right, option or warrant shall expire and shall not have been exercised, the Exercise Price shall be recomputed immediately upon such expiration and effective immediately upon such expiration shall be increased to the price it would have been (but reflecting any other adjustments to the Exercise Price made pursuant to the provisions of this paragraph 6 after the issuance of such rights, options or warrants) had the adjustment of the Exercise Price made upon the issuance of such rights, options or warrants been made on the basis of offering for subscription or purchase only that number of shares of Common Stock actually purchased upon the exercise of such rights, options or warrants. No further adjustment shall be made upon exercise of any right, option or warrant if any adjustment shall have been made upon the issuance of such security. For the purposes of this paragraph 6(b), the number of shares of Common Stock subject to at any time outstanding shall not include shares held in the Warrants shall be proportionately decreased; howevertreasury of the Company. The Company will not issue any rights, the exercise price payable per share options or warrants in respect of shares of Common Stock subject to held in the Warrant shall remain unchanged. We may, in our sole discretion, lower the exercise price per share of Common Stock subject to the warrant at any time prior to the Expiration Date for a period of not less than 30 days. (b) In the event of a capital reorganization or reclassification treasury of the Company’s Common Stock, the Warrants will be adjusted so that thereafter each Holder will be entitled to receive upon exercise the same number and kind of securities that such Holder would have received if the Warrant had been exercised before the capital reorganization or reclassification of our Common Stock. (c) If 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 reduced, and, conversely, in case the outstanding shares of Common Stock shall each 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 increased to equal the product of (x) the Exercise Price in effect on such date and (y) a fraction the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such subdivision or combination, as the case may be, and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such subdivision or combination, as the case may be. Such reduction or increase, as the case may be, shall 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 merges shall, by dividend or consolidates with another corporationotherwise, distribute to all holders of its Common Stock (A) evidences of its indebtedness or if (B) shares of any class of capital stock, cash or other assets (including securities, but excluding (x) any rights, options or warrants for which an adjustment has been made under paragraph 6(b) above, (y) any dividend or distribution for which an adjustment has been made under paragraph 6(a) or 6(c) above, and (z) cash dividends paid from the Company's retained earnings, unless the sum of (1) all such cash dividends and distributions made within the preceding 12 months in respect of which no adjustment has been made and (2) any cash and the fair market value of other consideration paid in respect of any repurchases of Common Stock by the Company sells or any of its assets subsidiaries within the preceding 12 months in respect of which no adjustment has been made, exceeds 20% of the Company's market capitalization (being the product of the then current market price per share (determined as an entirety or substantially as an entirety to another corporationprovided in paragraph 6(f) below) of the Common Stock times the aggregate number of shares of Common Stock then outstanding on the record date for such distribution)), then in each case, the Company will make provisions so that Holders will be Exercise Price in effect at the opening of business on the day following the date fixed for the determination of holders of Common Stock entitled to receive such distribution shall be adjusted by multiplying such Exercise Price by a fraction of which the numerator shall be the current market price per share (determined as provided in paragraph 6(f) below) of the Common Stock on such date of determination less the then fair market value as determined by the Board (whose determination shall be conclusive) of the portion of the capital stock, cash or other assets or evidences of indebtedness so distributed (and for which an adjustment to the Exercise Price has not previously been made pursuant to the terms of this paragraph 6) applicable to one share of Common Stock, and the denominator shall be such current market price per share of the Common Stock, such adjustment to become effective immediately after the opening of business on the day following such date of determination of the holders entitled to such distribution. The following transactions shall be excluded from the foregoing clauses (1) and (2): repurchases of Common Stock issued under the Company's stock incentive programs in accordance with the provisions thereof. (e) In the case of any reclassification or change of the capital stock of the Company, upon exercise consummation of a such reclassification or change, each Warrant shall survive such reclassification or change and automatically become exercisable into the kind and number amount of securities, cash or other property that would have been received as receivable upon such reclassification or change by a result holder of the transaction by a person who was our stockholder immediately before the transaction and who owned the same number of shares of Common Stock into which such Warrant might have been exercised immediately prior to such reclassification or change. Appropriate adjustment (as determined by the Board) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the holders of the Warrants, to the end that the provisions set forth herein (including the provisions with respect to changes in and other adjustment of the Exercise Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other securities or property thereafter deliverable upon exercise of the Warrants. (f) For the purpose of any computation under paragraph 6(b) or 6(d) above, the current market price per share of Common Stock on any day shall be deemed to be the average of the Closing Prices of the Common Stock for the 20 consecutive trading days ending the day before the day in question; provided that, in the case of paragraph 6(d), if the period between the date of the public announcement of the dividend or distribution and the date for the determination of holders of Common Stock entitled to receive such dividend or distribution shall be less than 20 trading days, the period shall be such lesser number of trading days but, in any event, not less than five trading days. (g) No adjustment in the Exercise Price need be made until all cumulative adjustments amount to 1% or more of the Exercise Price as last adjusted. Any adjustments that are not made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this paragraph 6 shall be made to the nearest 1/1,000th of a cent or to the nearest 1/1,000th of a share, as the case may be. (h) For purposes of this paragraph 6, "Common Stock" includes any stock of any class of the Company which has no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company and which is not subject to redemption by the Company (including Class A Common Stock, par value $.01 per share, and Class B Common Stock, par value $.01 per share, of the Company). However, subject to the provisions of paragraph 6(l) below, shares issuable on exercise of the Warrants shall include only shares of the class designated as Class A Common Stock of the Company on the date hereof or shares of any class or classes or other securities or assets resulting from any reclassification thereof; provided that, if at any time there shall be more than one such resulting class, the shares of each such class then so issuable shall be substantially in the proportion which the Warrant was exercisable immediately before total number of shares of such class resulting from all such reclassifications bears to the transactiontotal number of shares of all such classes resulting from all such reclassifications. (i) No adjustment in the Exercise Price shall reduce the Exercise Price below the then par value of the Common Stock. No adjustment in the Exercise Price need be made under paragraphs 6(a), 6(b) and 6(d) above if the Company issues or distributes to each registered holder of Warrants the shares of Common Stock, evidences of indebtedness, assets, rights, options or warrants referred to in those paragraphs which each registered holder would have been entitled to receive had the Warrants been exercised prior to the Warrants will happening of such event or the record date with respect thereto. (j) Whenever the Exercise Price is adjusted pursuant to paragraphs 6(a), 6(b), 6(c) or 6(d) above, (A) the number of Warrant Shares purchasable upon exercise of any Warrant shall be madeadjusted by multiplying such number of Warrant Shares by a fraction the numerator of which is the Exercise Price immediately prior to such adjustment and the denominator of which is the Exercise Price immediately after such adjustment and (B) the Company shall promptly mail to registered holders of Warrants, howeverfirst class, if postage prepaid, a notice of the adjustment together with a certificate from the Company's independent public accountants briefly stating the facts requiring the adjustment and the manner of computing it. The certificate shall be conclusive evidence that the adjustment is correct. (k) If: (A) the Company takes any action which would require an adjustment in the Exercise Price pursuant to this Section 6; (B) a capital reorganization of the Company occurs or the Company consolidates or merges with, or transfers all or substantially all of its assets to, another corporation,; or (C) there is a dissolution or liquidation of the Company; the Company shall mail to registered holders of the Warrants, first class, postage prepaid, a notice stating the proposed record or effective date, as the case may be. The Company shall mail the notice at least 5 days before such proposed record or effective date. However, failure to mail the notice or any defect in it shall not affect the validity of any transaction referred to in clause (A), (B) or (C) of this paragraph 6(k). (l) In the case of any consolidation of the Company or merger of the Company with any other entity or the sale or transfer of all or substantially all the assets of the Company pursuant to which the Company's Common Stock is converted into other securities, cash or assets, upon consummation of such transaction, each Warrant shall survive such merger or consolidation does not result in sale and automatically become exercisable into the kind and amount of securities, cash or other assets receivable upon the consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock into which such Warrant might have been exercised immediately prior to such consolidation, merger, transfer or sale (assuming such holder of Common Stock failed to exercise any reclassification or change rights of election and received per share the kind and amount of consideration receivable per share by a plurality of non-electing shares). Appropriate adjustment (as determined by the Board) shall be made in the Company’s outstanding application of the provisions herein set forth with respect to the rights and interests thereafter of the holders of Warrants, to the end that the provisions set forth herein (including provisions with respect to changes in and other adjustment of the Exercise Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of Warrants. If this paragraph 6(l) applies, paragraphs 6(a), 6(c) and 6(e) do not apply. (m) In any case in which this paragraph 6 shall require that an adjustment as a result of any event become effective from and after a record date, the Company may elect to defer until after the occurrence of such event the issuance to the holder of any Warrants exercised after such record date and before the occurrence of such event of the additional shares of Common Stock.Stock issuabl

ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and the number of Warrant Shares purchasable upon any exercise of the Warrant shall be adjusted subject to adjustment from time to time as follows:upon the occurrence of certain events described in this Section 6. (a) If Subdivision or Combination of Stock; Stock Dividend and Stock Conversion. (i) In the event the Company should at any time on or after from time to time fix a record date for the Issuance Date effects one effectuation of a split or more forward subdivision of the outstanding shares of Common Stock, or a record date for the determination of the holders of capital stock splits, stock dividends entitled to receive a dividend or other increases distribution payable in Common Stock or other securities or rights convertible into, or rights that entitle the holders of Common Stock to purchase, Common Stock (hereinafter referred to as “Common Stock Equivalents”), without payment of any consideration by such holders for the additional Common Stock or the Common Stock Equivalents (including the additional Common Stock issuable upon conversion or exercise thereof), then, as of such record date (or the date of such dividend distribution, split or subdivision if no record date is fixed), (y) the Exercise Price of the Warrant Shares shall be appropriately decreased (but not below the then par value per share of Common Stock), or (z) the number of Warrant Shares shall be increased in proportion to such increase of outstanding Common Stock and shares of the Company’s Common Stock outstanding without receiving compensation therefor in money, services or property, issuable with respect to Common Stock Equivalents. (ii) If the number of shares of Common Stock subject to the Warrants shall be proportionately increased, and the exercise price payable per share of Common Stock subject to the Warrant shall be proportionately decreased. If the Company outstanding at any time on or after the Issuance Issue Date effects one is decreased by a combination of the outstanding Common Stock, then, upon the record date of such combination, (A) the Exercise Price shall be appropriately increased, or more reverse stock splits or combines or consolidates, by reclassification or otherwise, the Company’s Common Stock outstanding into a lesser number of shares, (B) the number of shares of Common Stock subject to the Warrants Warrant Shares shall be proportionately decreased; however, the exercise price payable per share of Common Stock subject decreased in proportion to the Warrant shall remain unchanged. We may, such decrease in our sole discretion, lower the exercise price per share of Common Stock subject to the warrant at any time prior to the Expiration Date for a period of not less than 30 days. (b) In the event of a capital reorganization or reclassification of the Company’s Common Stock, the Warrants will be adjusted so that thereafter each Holder will be entitled to receive upon exercise the same number and kind of securities that such Holder would have received if the Warrant had been exercised before the capital reorganization or reclassification of our outstanding Common Stock. (ciii) If the Company merges or consolidates with another corporation, or if the Company sells its assets as an entirety or substantially as an entirety to another corporation, the The Company will make provisions so not modify its certificate of incorporation or effect any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities in a manner that Holders will be entitled to receive upon exercise of a Warrant negates or avoids the kind and number of securities, cash or other property that would have been received as a result rights of the transaction by a person who was our stockholder immediately before Warrant Holder to exercise its rights hereunder, but will at all times assist in the transaction carrying out of all the provisions of this Agreement and who owned in the same number taking of all such actions as may be necessary or appropriate in order to protect the Warrant Holder against impairment. (iv) The foregoing provisions of Section 6(a) shall not apply with regard to: (i) shares of Common Stock for which or standard options to purchase Common Stock to directors, officers or employees of the Warrant was exercisable immediately before Company in their capacity as such pursuant to a board approved stock option plan; (ii) shares of Common Stock issued upon the transaction. No adjustment conversion or exercise of Common Stock Equivalents (other than standard options to purchase Common Stock that are covered by clause (i) above) issued prior to the Warrants will be madeIssue Date, howeverprovided that the conversion or exercise (as the case may be) of any such Convertible Security is made solely pursuant to the conversion or exercise (as the case may be) provisions of such Convertible Security that were in effect on the date immediately prior to the Issue Date, if a merger the conversion or consolidation does exercise price of any such Convertible Securities (other than standard options to purchase Common Stock covered by clause (i) above) is not result lowered, none of such Convertible Securities are (other than standard options to purchase Common Stock covered by clause (i) above) (nor is any provision of any such Convertible Securities) amended or waived in any reclassification manner (whether by the Company or change the holder thereof) to increase the number of shares issuable thereunder and none of the terms or conditions of any such Convertible Securities (other than standard options to purchase Common Stock covered by clause (i) above) are otherwise materially changed or waived (whether by the Company or the holder thereof) in any manner that adversely affects the Company’s outstanding Holder; (iii) the Notes; (iv) the Notes Shares; and (v) shares of Common StockStock in connection with mergers, acquisitions, strategic licensing arrangements, strategic business partnerships or joint ventures, in each case with non-affiliated third parties and otherwise on an arm’s-length basis, the purpose of which is not to raise additional capital.

ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows: (a) If In case the Company at shall (i) pay a dividend on its Common Stock in shares of Common Stock, (ii) make a distribution on its Common Stock in shares of Common Stock, (iii) subdivide its outstanding Common Stock into a greater number of shares, or (iv) combine its outstanding Common Stock into a smaller number of shares, the Exercise Price and number of Warrant Shares in effect immediately prior thereto shall be adjusted so that the Holder of any time on or after the Issuance Date effects one or more forward stock splits, stock dividends or other increases of the Warrant thereafter surrendered for exercise shall be entitled to receive that number of shares of the Company’s Common Stock outstanding without receiving compensation therefor which it would have owned immediately following the happening of such event had such Warrant been exercised immediately prior to the record date of such event or the happening of such event. Adjustments made pursuant to this subsection (a) shall become effective immediately after the record date in moneythe case of a dividend or distribution and shall become effective immediately after the effective date in the case of subdivision or combination. (b) In case the Company shall issue rights, services options or propertywarrants to all or substantially all holders of its Common Stock entitling them (for a period commencing no earlier than the record date described below and expiring not more than 60 days after such record date) to subscribe for or purchase shares of Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock) at a price per share (or having a conversion, exercise or exchange price per share) less than the Current Market Price per share of Common Stock (as determined in accordance with subsection (g) of this Section 2) on the record date for the determination of stockholders entitled to receive such rights, options or warrants (or if no record date is fixed the Business Day immediately prior to the date of announcement of such issuance). (treating the conversion exercise or exchange price per share of the securities convertible into or exercisable or exchangeable for Common Stock as equal to (x) the sum of (i) the price for a unit of the security convertible into or exercisable or exchangeable for Common Stock and (ii) any additional consideration initially payable upon the conversion of such security into or exercise or exchange of such security for Common Stock divided by (y) the number of shares of Common Stock subject to initially underlying such security), the Warrants Exercise Price in effect immediately prior thereto shall be proportionately increased, and adjusted so that the exercise same shall equal the price payable per share determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction of Common Stock subject to which the Warrant numerator shall be proportionately decreased. If the Company at any time on or after the Issuance Date effects one or more reverse stock splits or combines or consolidates, by reclassification or otherwise, the Company’s Common Stock outstanding into a lesser number of shares, the number of shares of Common Stock subject outstanding on such record date (or if no record date is fixed, the date immediately prior to the Warrants shall be proportionately decreased; however, date of announcement of such issuance) plus the exercise number of shares which the aggregate offering price payable per share of the total the number of shares of Common Stock subject to so offered (or the Warrant aggregate conversion exercise or exchange price of the securities so offered, which shall remain unchanged. We maybe determined by multiplying the number of shares of Common Stock issuable upon conversion, in our sole discretionexercise or exchange of such securities by the applicable conversion, lower the exercise or exchange price per share of Common Stock subject pursuant to the warrant terms of such securities) would purchase at any time the Current Market Price per share (as defined in subsection (g) of this Section 2) of Common Stock on such record date, and of which the denominator shall be the number of shares of Common Stock outstanding on such record date (or if no record date is fixed, the date immediately prior to the Expiration Date for a date of announcement of such issuance) plus the number of additional shares of Common Stock offered (or into which the securities so offered are convertible, exchangeable or exercisable). Upon each such adjustment of the Exercise Price hereunder, the number of Warrant Shares shall be adjusted to the number of shares of Common Stock determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. The adjustments contemplated by this Section 2(b) shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after such record date. If at the end of the period during which such rights, options or warrants are exercisable not all rights or warrants shall have been exercised, the adjusted Exercise Price and adjusted number of not less than 30 daysWarrant Shares shall be immediately readjusted to what they would have been based upon the number of additional shares of Common Stock actually issued (or the number of shares of Common Stock issuable upon conversion of convertible securities actually issued). (c) In case the Company shall distribute to all or substantially all holders of its Common Stock any shares of capital stock of the Company (other than Common Stock), evidences of indebtedness or other non-cash assets (including securities of any person other than the Company but excluding (1) dividends or distributions paid exclusively in cash or (2) dividends or distributions referred to in subsection (a) of this Section 2), or shall distribute to all or substantially all holders of its Common Stock rights, options or warrants to subscribe for or purchase any of its securities (excluding those rights, options and warrants referred to in subsection (b) In of this Section 2 and also excluding the event distribution of rights to all holders of Common Stock pursuant to a capital reorganization or reclassification of Rights Plan (as defined below)), then in each such case the Company’s Common Stock, the Warrants will Exercise Price shall be adjusted so that thereafter the same shall equal the price determined by multiplying the current Exercise Price by a fraction of which the numerator shall be the Current Market Price per share (as defined in subsection (g) of this Section 2) of the Common Stock on the record date mentioned below less the fair market value on such record date (as determined by the Board of Directors, whose determination shall be conclusive evidence of such fair market value and which shall be evidenced by an Officers’ Certificate delivered to the Trustee) of the portion of the capital stock, evidences of indebtedness or other non-cash assets so distributed or of such rights, options or warrants applicable to one share of Common Stock (determined on the basis of the number of shares of Common Stock outstanding on the record date), and of which the denominator shall be the Current Market Price per share (as defined in subsection (g) of this Section 2) of the Common Stock on such record date. Upon each such adjustment of the Exercise Price hereunder, the number of Warrant Shares shall be adjusted to the number of shares of Common Stock determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. The adjustments contemplated by this Section 2(c) shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of shareholders entitled to receive such distribution. In the event the then fair market value (as so determined) of the portion of the capital stock, evidences of indebtedness or other non-cash assets so distributed or of such rights or warrants applicable to one share of Common Stock is equal to or greater than the Current Market Price per share of the Common Stock on such record date, in lieu of the foregoing adjustment, adequate provision shall be made so that each Holder will be entitled of a Warrant shall have the right to receive upon exercise the same number and kind amount of securities capital stock, evidences of indebtedness or other non-cash assets so distributed or of such rights, options or warrants the Holder would have received had such Holder exercised this Warrant on such record date. In the event that such dividend or distribution is not so paid or made, the Exercise Price and number of Warrant Shares shall again be adjusted to be the Exercise Price and number of Warrant Shares which would then be in effect if such dividend or distribution had not been declared. If the Board of Directors determines the fair market value of any distribution for purposes of this Section 2(c) by reference to the actual or when issued trading market for any securities, it must in doing so consider the prices in such market over the same period used in computing the Current Market Price of the Common Stock. Notwithstanding the foregoing, if the securities distributed by the Company to all or substantially all holders of its Common Stock consist of capital stock of, or similar equity interests in, a Subsidiary or other business unit, the Exercise Price shall be decreased so that the same shall be equal to the rate determined by multiplying the Exercise Price in effect on the record date with respect to such distribution by a fraction the numerator of which shall be the average Closing Sale Price of one share of Common Stock over the Spinoff Valuation Period and of which the denominator shall be the sum of (x) the average Closing Sale Price of one share of Common Stock over the ten consecutive Trading Day period (the “Spinoff Valuation Period”) commencing on and including the fifth Trading Day after the date on which “ex-dividend trading” commences on the Common Stock on the Nasdaq National Market or such other national or regional exchange or market on which the Common Stock is then listed or quoted and (y) the average Closing Sale Price over the Spinoff Valuation Period of the portion of the securities so distributed applicable to one share of Common Stock, such adjustment to become effective immediately prior to the opening of business on the fifteenth Trading Day after the date on which “ex-dividend trading” commences. Upon each such adjustment of the Exercise Price hereunder, the number of Warrant Shares shall be adjusted to the number of shares of Common Stock determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. In lieu of the foregoing, the Company may at the time of the public announcement of such distribution elect in a written notice provided to the Holder to reserve the pro rata portion of such securities so that the Holder shall have the right to receive upon exercise the amount of such shares of capital stock or similar equity interests of such Subsidiary or business unit that the Holder would have received if the Holder had exercised this Warrant had been exercised before on the capital reorganization or reclassification record date with respect to such distribution. With respect to any rights under a preferred shares rights plan of our the Company (“Rights Plan”), upon any exercise of the SPA Warrants, to the extent that the Rights Plan is still in effect upon such exercise, the holders of SPA Warrants will receive, in addition to the Common Stock. , the rights described therein (c) whether or not the rights have separated from the Common Stock at the time of exercise), subject to the limitations set forth in any such Rights Plan. If the Company merges or consolidates with another corporation, or if Rights Plan provides that upon separation of rights under such plan from the Company sells its assets as an entirety or substantially as an entirety to another corporation, Common Stock that the Company will make provisions so that Holders will would not be entitled to receive any such rights in respect of the Common Stock issuable upon any exercise of the SPA Warrants, the Exercise Price will be adjusted as provided in this Section 2 (with such separation deemed to be the distribution of such rights), subject to readjustment in the event of the expiration, termination or redemption of the rights. Any distribution of rights or warrants pursuant to a Warrant Rights Plan complying with the kind requirements set forth in the immediately preceding sentence of this paragraph shall not constitute a distribution of rights or warrants pursuant to this Section 2(c). Rights, options or warrants (other than rights issued pursuant to a Rights Plan) distributed by the Company to all or substantially 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, options 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 2 (and no adjustment to the Exercise Price under this Section 2 will be required) until the occurrence of the earliest Trigger Event, whereupon such rights, options and warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Exercise Price and number of Warrant Shares shall be made under this Section 2(c). If any such right, options or warrant, including any such existing rights, options or warrants distributed prior to the date of this Warrant, are subject to events, upon the occurrence of which such rights, options or warrants become exercisable to purchase different securities, cash evidences of indebtedness or other property 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, options or warrants with such rights (and a termination or expiration of the existing rights, options or warrants without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights, options or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) with respect thereto that would was counted for purposes of calculating a distribution amount for which an adjustment to the Exercise Price and number of Warrant Shares under this Section 2 was made, (1) in the case of any such rights, options or warrants which shall all have been redeemed or repurchased without exercise by any holders thereof, the Exercise Price and number of Warrant Shares 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 as a result of the transaction by a person who was our stockholder immediately before the transaction and who owned the same number of shares holder or holders of Common Stock for with respect to such rights, options or warrants (assuming such holder had retained such rights, options or warrants), made to all or substantially all holders of Common Stock as of the date of such redemption or repurchase, and (2) in the case of such rights, options or warrants which shall have expired or been terminated without exercise by any holders thereof, the Exercise Price and number of Warrant Shares shall be readjusted as if such rights and warrants had not been issued. (d) In case the Company shall, by dividend or otherwise, at any time distribute (a “Triggering Distribution”) to all or substantially all holders of its Common Stock Cash, the Exercise Price shall be reduced so that the same shall equal the price determined by dividing such Exercise Price in effect on the record date with respect to such Cash dividend or distribution by a fraction of which the Warrant was exercisable immediately numerator shall be the Current Market Price per share of the Common Stock (as determined in accordance with subsection (g) of this Section 2) as of the day before the transaction. No adjustment “ex” date with respect to the Warrants will dividend or distribution, and the denominator shall be madesuch Current Market Price per share of the Common Stock (as determined in accordance with subsection (g) of this Section 2) as of the day before the “ex” date with respect to the dividend or distribution less the amount per share of the Cash dividend or distribution, such decrease to become effective immediately prior to the opening of business on the day following the date on which the Triggering Distribution is paid; provided, however, if a merger or consolidation does not result in any reclassification or change that, in the Company’s outstanding Common Stock.event the portio

ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and (i) In the number of Warrant Shares shall be adjusted event the Company shall, at any time or from time to time as follows: (a) If the Company at any time on or after the Issuance Date effects one date hereof, issue any shares of Common Stock as a stock dividend to the holders of Common Stock, or more forward stock splits, stock dividends subdivide or other increases combine the outstanding shares of the Common Stock into a greater or lesser number of shares (any such issuance, subdivision or combination being herein called a "Change of Shares"), then, and thereafter upon each further Change of Shares, the Company’s Common Stock outstanding without receiving compensation therefor Exercise Price in moneyeffect immediately prior to such Change of Shares shall be changed to a price (including any applicable fraction of a cent) determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, services or property, the numerator of which shall be the number of shares of Common Stock subject outstanding immediately prior to such Change of Shares and the Warrants denominator of which shall be proportionately increased, and the exercise price payable per share of Common Stock subject to the Warrant shall be proportionately decreased. If the Company at any time on or after the Issuance Date effects one or more reverse stock splits or combines or consolidates, by reclassification or otherwise, the Company’s Common Stock outstanding into a lesser number of shares, the number of shares of Common Stock subject outstanding immediately after giving effect to the Warrants such Change of Shares. Such adjustment shall be proportionately decreased; however, the exercise price payable per share of Common Stock subject to the Warrant shall remain unchanged. We may, in our sole discretion, lower the exercise price per share of Common Stock subject to the warrant at any time prior to the Expiration Date for a period of not less than 30 daysmade successively whenever such an issuance is made. (bii) In the event of a capital reorganization or reclassification Upon each adjustment of the Company’s Common StockExercise Price pursuant to Paragraph (b)(i) hereof, the Warrants will be adjusted so that thereafter each Holder will be entitled to receive upon exercise the same number and kind of securities that such Holder would have received if the Warrant had been exercised before the capital reorganization or reclassification of our Common Stock. (c) If the Company merges or consolidates with another corporation, or if the Company sells its assets as an entirety or substantially as an entirety to another corporation, the Company will make provisions so that Holders will be entitled to receive upon exercise of a Warrant the kind and number of securities, cash or other property that would have been received as a result of the transaction by a person who was our stockholder immediately before the transaction and who owned the same total number of shares of Common Stock for purchasable upon the exercise of this Warrant shall be such number of shares (calculated to the nearest tenth) purchasable at the Exercise Price in effect immediately prior to such adjustment multiplied by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to such adjustment and the denominator of which shall be the Exercise Price in effect immediately after giving effect to such adjustment. (iii) 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 Warrant was exercisable immediately before Company is the transaction. No adjustment to the Warrants will be made, however, if a merger continuing corporation or consolidation other entity and which does not result in any reclassification reclassification, capital reorganization or other change of outstanding shares of Common Stock), or in case of any sale or conveyance to another corporation or other entity 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 made so that the Holder of this Warrant shall have the right thereafter, by exercising this Warrant, to purchase the kind and number of 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 would have been purchased upon exercise in full of this 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 Paragraph (b). 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 or other entity purchasing such assets or other appropriate corporation or entity shall assume, by written instrument executed and delivered to the Company, the obligation to deliver to the Holder of this Warrant such shares of stock, securities or property as, in accordance with the foregoing provisions, the Holder may be entitled to purchase and the other obligations of the Company under this Warrant. The foregoing provisions shall similarly apply to successive reclassifications, capital reorganizations and other changes of outstanding shares of Common Stock and to successive consolidations, mergers, sales or conveyances. (iv) No adjustment of the Exercise Price will be made if the effect thereof would be to increase the Exercise Price above the Exercise Price in effect immediately prior to such adjustment, other than in connection with a combination of outstanding shares. This Warrant certificate shall continue to express the Exercise Price per share and the number of shares of Common Stock purchasable hereunder as the Exercise Price per share and the number of shares of Common stock purchasable therefor as were expressed in this Warrant certificate when the same was originally issued even though an adjustment or change in the Company’s outstanding Exercise Price or the number of shares of Common Stock purchasable upon exercise of this Warrant has occurred, and this Warrant shall thereafter be exercisable, at such adjusted Exercise Price, for such adjusted number of shares of Common Stock. (v) After each adjustment of the Purchase Price pursuant to this Paragraph (b), the Company will promptly prepare a certificate signed by the Chairman, the President or the Chief Financial Officer of the Company setting forth: (1) the Exercise Price as so adjusted, (2) the number of shares of Common Stock purchasable upon exercise of this Warrant after such adjustment, and (3) a brief statement of the facts accounting for such adjustment. The Company will promptly cause a copy of such certificate to be sent by ordinary first class mail to the Holder of this Warrant at such Holder's last address as it shall appear on the registry books of th▇ ▇▇▇▇any. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of any such adjustment.

ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows: (a) If the Company at any time on or after the Issuance Date effects one or more forward stock splits, stock dividends or other increases of the number of shares of the Company’s Common Stock outstanding without receiving compensation therefor in money, services or property, the number of shares of Common Stock subject to the Warrants shall be proportionately increased, and the exercise price payable per share of Common Stock subject to the Warrant shall be proportionately decreased. If the Company at any time on or after the Issuance Date effects one or more reverse stock splits or combines or consolidates, by reclassification or otherwise, the Company’s Common Stock outstanding into a lesser number of shares, the number of shares of Common Stock subject to the Warrants shall be proportionately decreased; however, the exercise price payable per share of Common Stock subject to the Warrant shall remain unchanged. We may, in our sole discretion, lower the exercise price per share of Common Stock subject to the warrant at any time prior to the Expiration Date for a period of not less than 30 days. (b) In the event of a capital reorganization or reclassification of the Company’s Common Stock, the Warrants will be adjusted so that thereafter each Holder will be entitled to receive upon exercise the same number and kind of securities that such Holder would have received if the Warrant had been exercised before the capital reorganization or reclassification of our Common Stock. (c) If the Company merges or consolidates with another corporation, or if the Company sells its assets as an entirety or substantially as an entirety to another corporation, the Company will make provisions so that Holders will be entitled to receive upon exercise of a Warrant the kind and number of securities, cash or other property that would have been received as a result of the transaction by a person who was our stockholder immediately before the transaction and who owned the same number of shares of Common Stock for which the Warrant was exercisable immediately before the transaction. No adjustment to the Warrants will be made, however, if a merger or consolidation does not result in any reclassification or change in the Company’s outstanding Common Stock.

ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The (a) In the event the Company shall issue shares of Common Stock as a stock dividend to the holders of Common Stock, or subdivide or combine the outstanding shares of Common Stock into a greater or lesser number of shares (any such issuance, subdivision or combination being herein called a “Change of Shares”), then, and thereafter upon each further Change of Shares, the Exercise Price and the number in effect immediately prior to such Change of Warrant Shares shall be adjusted from time changed to time as follows: a price (aincluding any applicable fraction of a cent) If determined by multiplying (x) the Company at any time on or after Exercise Price in effect immediately prior thereto by (y) a fraction, the Issuance Date effects one or more forward stock splits, stock dividends or other increases numerator of the number of shares of the Company’s Common Stock outstanding without receiving compensation therefor in money, services or property, which shall be the number of shares of Common Stock subject outstanding immediately prior to such Change of Shares and the Warrants denominator of which shall be proportionately increased, and the exercise price payable per share of Common Stock subject to the Warrant shall be proportionately decreased. If the Company at any time on or after the Issuance Date effects one or more reverse stock splits or combines or consolidates, by reclassification or otherwise, the Company’s Common Stock outstanding into a lesser number of shares, the number of shares of Common Stock subject outstanding immediately after giving effect to the Warrants such Change of Shares. Such adjustment shall be proportionately decreased; however, the exercise price payable per share of Common Stock subject to the Warrant shall remain unchanged. We may, in our sole discretion, lower the exercise price per share of Common Stock subject to the warrant at any time prior to the Expiration Date for a period of not less than 30 daysmade successively whenever such an issuance is made. (b) In If the event Company distributes to all holders of a capital reorganization its Common Stock any of its assets (including cash other than in payment of regular cash dividends), debt securities or reclassification any rights to purchase debt securities, preferred stock or other securities of the Company’s , the Exercise Price shall be adjusted in accordance with the following formula: E = E o x M-F where: E = the adjusted Exercise Price. E o = the Exercise Price prior to such adjustment. M = the Current Market Price on the record date for the distribution. F = the fair market value on the record date of the assets, debt securities, rights to purchase debt securities, preferred stock or other securities applicable to one share of Common Stock, as determined by the Warrants will Board of Directors of the Company reasonably and in good faith. “Current Market Price” as of any date shall be adjusted so that thereafter each Holder will be entitled to receive upon exercise the same number and kind of securities that such Holder would have received determined as follows: 1. if the Warrant had Common Stock is not registered under the Exchange Act, the value of one share of Common Stock as determined reasonably and in good faith by the Board of Directors of the Company; or 2. if the Common Stock is registered under the Exchange Act, the average of the daily market prices of the Common Stock for the ten (10) consecutive trading days immediately preceding the day on which “Current Market Price” is being determined or, if the Common Stock has been exercised registered under the Exchange Act for less than ten (10) consecutive trading days before such date, then the capital reorganization average of the daily market prices for all of the trading days before such date for which daily market prices are available. The market price for each such trading day shall be: (A) if the Common Stock is listed or reclassification admitted to trading on any securities exchange, the closing price, regular way, on such day, or if no sale takes place on such day, the average of our the closing bid and asked price on such day; (B) if the Common StockStock is not then listed or admitted to trading on any securities exchange, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service designated by the Company, or if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than ten (10) days prior to the date in question) for which prices have been so reported; and (C) if there are no bid and asked prices reported during the ten (10) days prior to the date in question, the Current Market Price shall be determined as if the Common Stock were not registered under the Exchange Act. (c) If Upon each adjustment of the Company merges Exercise Price pursuant to Section 5.01(a) or consolidates with another corporation, or if the Company sells its assets as an entirety or substantially as an entirety to another corporation4.01(b) hereof, the Company will make provisions so that Holders will be entitled to receive upon exercise of a Warrant the kind and number of securities, cash or other property that would have been received as a result of the transaction by a person who was our stockholder immediately before the transaction and who owned the same total number of shares of Common Stock for purchasable upon the exercise of a Warrant shall be such number of shares (calculated to the nearest tenth) purchasable at the Exercise Price in effect immediately prior to such adjustment multiplied by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to such adjustment and the denominator of which shall be the Exercise Price in effect immediately after giving effect to such adjustment. (d) In case of any reclassification or capital reorganization, 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 Warrant was exercisable immediately before Company is the transaction. No adjustment to the Warrants will be made, however, if a merger continuing corporation or consolidation other entity and which does not result in any reclassification reclassification, capital reorganization or other change of outstanding shares of Common Stock), or in case of any sale or conveyance to another corporation or other entity 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 made so that the Holder of a Warrant shall have the right thereafter, by exercising the Warrant, to purchase the kind and number of shares of stock or other securities or property (including cash) receivable upon such reclassification, capital reorganization, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock that would have been purchased upon exercise of the Warrant immediately prior to such reclassification, capital reorganization, 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 5.01. 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 or other entity purchasing such assets or other appropriate corporation or entity shall assume, by written instrument executed and delivered to the Company, the obligation to deliver to the Holder of the Warrants such shares of stock, securities or property (including cash) as, in accordance with the foregoing provisions, the Holder may be entitled to purchase and the other obligations of the Company under the Warrants. The foregoing provisions shall similarly apply to successive reclassifications, capital reorganizations, consolidations, mergers, sales or conveyances. (e) Irrespective of any adjustments or changes in the Exercise Price or the number of shares of Common Stock purchasable upon exercise of a Warrant, the Warrant Certificates representing the Warrants shall continue to express the Exercise Price per share and the number of shares of Common Stock purchasable thereunder as the Exercise Price per share and the number of shares of Common stock purchasable as were expressed in such Warrant Certificate when the same was originally issued. (f) After each adjustment of the Exercise Price pursuant to this Section 5.01, the Company will prepare a certificate signed by the Chairman, the President or the Chief Financial Officer of the Company setting forth: (1) the Exercise Price as so adjusted, (2) the number of shares of Common Stock purchasable upon exercise of the Warrants after such adjustment, and (3) a brief statement of the facts accounting for such adjustment. The Company will promptly cause a copy of such certificate to be sent by ordinary first class mail to the Holders of the Warrants at such Holder’s last address as it shall appear on the registry books of the Company’s outstanding Common Stock. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of any such adjustment.

ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Purchasable. Prior to the Expiration Date, the Exercise Price and the number of ------------ Warrant Shares purchasable upon the exercise of each Warrant are subject to adjustment from time to time upon the occurrence of any of the events enumerated in this Section 11. (a) In the event that the Issuer shall at any time after the date of this Agreement (i) declare a dividend on Common Stock in shares or other securities of the Issuer, (ii) split or subdivide the outstanding Common Stock, (iii) combine the outstanding Common Stock into a smaller number of shares or (iv) issue by reclassification of its Common Stock any shares or other securities of the Issuer, then, in each such event, the number of Warrant Shares purchasable upon exercise of each Warrant immediately prior thereto shall be adjusted so that the holder shall be entitled to receive the kind and number of shares or other securities of the Issuer which the holder 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). Such adjustment shall be made whenever any of the events listed above shall occur. An adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of the event, retroactive to the record date, if any, for the event. (i) In the event that the Issuer shall at any time after the date of this Agreement issue any shares of capital stock (excluding shares of Common Stock issuable (A) upon the conversion or exchange of Convertible Securities, (B) upon exercise of Options referred to in paragraph (b)(ii) below, or (C) upon exercise of any Warrant, in any such case without consideration or at a price per share less than the Current Market Price per share of Common Stock, then, in each such event (an "Adjustment Event"), the number of Warrant Shares purchasable upon exercise of each Warrant immediately prior thereto (the "Initial Number") shall be adjusted so that the holder of any Warrant shall be entitled to receive the number of shares of Common Stock determined by multiplying the Initial Number by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding immediately prior to such Adjustment Event plus the number of ---- additional shares of Common Stock issued in such Adjustment Event and of which the denominator shall be the number of shares of Common Stock outstanding immediately prior to such Adjustment Event plus the number of shares of Common ---- Stock which the aggregate issuance price of the total number of shares of Common Stock issued in such Adjustment Event would purchase at the Current Market Price per share of Common Stock then in effect; provided, -------- however, that no such adjustment shall be made for the issuance of shares of ------- Common Stock in connection with a merger or consolidation of the Issuer with another corporation covered by subsection 11(g). (ii) In the event that, at any time after the date of this Agreement, the Issuer shall in any manner issue or sell any stock or other securities convertible into or exchangeable for shares of Common Stock (such convertible or exchangeable stock or securities being hereinafter referred to as "Convertible Securities") or grant any rights to subscribe for or to purchase, or any options or warrants for the purchase of, shares of Common Stock or Convertible Securities (such rights, options or warrants being hereinafter referred to as "Options"), and the minimum price per share for which shares of Common Stock are issuable pursuant to such Options or upon conversion or exchange of such Convertible Securities (determined by dividing (A) the total amount, if any, received or receivable by the Issuer as consideration for the granting of such Options, or issuance or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration payable to the Issuer upon the exercise of such options, plus, in the case of such Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable pursuant to such Options or upon the conversion or exchange of the total maximum amount of such Convertible Securities) shall be less than the Current Market Price per Share of shares of Common Stock in effect immediately prior to the time of the granting of such Options or issuance or sale of such Options or Convertible Securities, then the total maximum number of shares of Common Stock issuable pursuant to such Options or upon conversion or exchange of the total maximum amount of such Convertible Securities (as of the date of the granting of such Options or issuance or sale of such Convertible Securities) shall be deemed to be outstanding and to have been issued or sold for purposes of paragraph (b)(i) hereof for the minimum price per share as so determined; provided that, except as provided in the following proviso, no -------- further adjustment of the number of Warrant Shares issuable upon exercise of the Warrants shall be made upon the actual issue of shares of Common Stock so deemed to have been issued; provided, further, that upon the expiration or termination -------- ------- of any unexercised Options or conversion or exchange privileges for which any adjustment was made pursuant to paragraph (b)(i) and this paragraph (b)(ii) (or, if the purchase price provided for in any Option referred to in this paragraph (b)(ii), the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in this paragraph (b)(ii), or the rate at which any Convertible Securities referred to in this paragraph (b)(ii) are convertible into or exchangeable for Common Stock shall change at any time), then the number of Warrant Shares issuable upon exercise of the Warrants shall be readjusted and shall thereafter be such number as would have prevailed had the number of shares of Common Stock issuable upon exercise of the Warrants been originally adjusted (or had the original adjustment not been required, as the case may be) on the basis of (A) the shares of Common Stock, if any, actually issued or sold upon the exercise of such Options or conversion or exchange rights and (B) the consideration actually received by the Issuer upon such exercise plus the consideration, if any, actually received by the Issuer for the issuance, sale or grant of all of such options or Convertible Securities whether or not exercised; provided, however, that no such readjustment shall have the effect of decreasing the number of Warrant Shares issuable upon exercise of the Warrants by an amount in excess of the amount of the adjustment initially made for the issuance, sale or grant of such Options or Convertible Securities. (iii) In case any subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors of the Issuer or, if the holders of a majority of the Warrants shall, in the exercise of their sole discretion, object to such determination, by an independent investment banking firm mutually selected by the Issuer and the holders of a majority of the Warrants (the cost of the engagement of such investment banking firm to be borne by the Issuer unless such investment banking firm shall determine that the value of such consideration is not more than the amount that is 5% greater than the value of such consideration determined by the Board of Directors and not less than the amount that is 5% less than such value determined by the Board of Directors, in which case 50% of the cost of the engagement of such investment banking firm shall be borne pro rata by the holders of the Warrants and 50% of such cost shall be borne by the Issuer). Shares of Common Stock owned by or held for the account of the Issuer or any majority-owned Subsidiary shall not be deemed outstanding for the purpose of any computation pursuant to this Section 11(b). (c) The "Current Market Price per Share" of Common Stock on any date shall be ------------------------------ deemed to be: (i) the average of the daily closing prices for the 20 consecutive trading days immediately preceding such date as reported on the Composite Transactions Tape or, if the Common Stock is not reported on the Composite Transactions Tape, the last sale price regular way of the Common Stock on the principal national securities exchange on which the Common Stock is listed or admitted to trading or, in case no such sale takes place on such day, the average of the closing bid and asked prices regular way, in either case on such securities exchange, or, if the Common Stock is not listed or admitted to trading on such an exchange, the closing sales price or, if there is no closing sales price, the average of the closing bid and asked prices in the over-the-counter market as reported by the National Association of Securities Dealers' Automated Quotation System ("NASDAQ"), or, if not so reported, as reported by the National Quotation Bureau, Incorporated, or any successor thereof, or, if not so reported, the average of the closing bid and asked prices as furnished by any member of the National Association of Securities Dealers, Inc., selected from time to time by the Board of Directors of the Issuer for that purpose; or (ii) if no such prices are furnished, the fair market value of a share of Common Stock as determined by an independent investment banking firm mutually selected by the Issuer and the holders of a majority of the Warrants and Nonpublic Warrant Shares (or, in the case of any issuance of securities pursuant to the Stock Option Plans, in good faith by the Board of Directors of the Issuer or, if the holders of a majority of the Warrants shall, in the exercise of their sole discretion, object to such determination, by the independent investment banking firm mutually selected by the Issuer and the holders of a majority of the Warrants and Nonpublic Warrant Shares); provided, that if a valuation has been made by such an -------- independent investment banking firm in accordance with the foregoing and such valuation or determination has been made within six months prior to any date as of which the Current Market Price per Share is to be determined hereunder, then such valuation or determination shall be binding on the Issuer and the holders of the Warrants and Nonpublic Warrant Shares unless any event shall have occurred since the date of such valuation or determination which, in the reasonable opinion of the Issuer's Board of Directors or the holders of a majority of the Warrants and Nonpublic Warrant Shares, materially affects the continued validity of such valuation or determination. The costs of engagement of said investment banking firm shall be borne by the Issuer for all valuations by such firm required pursuant to this Section 11 (c). (d) No adjustment in the number of Warrant Shares shall be adjusted required unless such adjustment would require an increase or decrease of at least 1% in the aggregate number of Warrant Shares purchasable upon exercise of all Warrants, provided that any adjustments which -------- by reason of this Section 11(d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; and provided, --- -------- further, that notwithstanding the foregoing, all such adjustments shall be made ------- no later than three years from the date of the first event that would have required an adjustment but for this paragraph. All calculations under this Section 11 shall be made to the nearest cent or to the nearest hundredth of a share, as the case may be. (e) If at any time, as a result of an adjustment made pursuant to this Section 11, the holder of any Warrant thereafter exercised shall become entitled to receive any shares of the Issuer other than shares of Common Stock, thereafter the number of such other shares so receivable upon exercise of any Warrant shall be subject to adjustment from time to time in a manner and on terms as follows:nearly equivalent as practicable to the provisions with respect to the Warrant Shares contained in this Section 11, and the provisions of this Agreement with respect to the Warrant Shares shall apply on like terms to such other shares. (af) If Whenever the Company at number of Warrant Shares purchasable upon the exercise of each Warrant is adjusted, the Exercise Price per Warrant Share payable upon exercise of each Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Warrant Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment, and the denominator of which shall be the number of Warrant Shares purchasable immediately after such adjustment. (g) In the event of any time on capital reorganization of the Issuer, or of any reclassification of the Common Stock (other than a reclassification referred to in paragraph (a)(iv) above), or in case of the consolidation of the Issuer with or the merger of the Issuer with or into any other corporation or of the sale of the properties and assets of the Issuer as, or substantially as, an entirety to any other corporation, each Warrant shall, after such capital reorganization, reclassification of Common Stock, consolidation, merger or sale, and in lieu of being exercisable for Warrant Shares, be exercisable, upon the Issuance Date effects one or more forward stock splitsterms and conditions specified in this Warrant Agreement, stock dividends or other increases of for the number of shares of the Company’s Common Stock outstanding without receiving compensation therefor in money, services stock or property, other securities or assets to which a holder of the number of shares Warrant Shares purchasable (at the time of such capital reorganization, reclassification of Common Stock subject Stock, consolidation, merger or sale) upon exercise of such Warrant would have been entitled upon such capital reorganization, reclassification of Common Stock, consolidation, merger or sale; and in any such case, if necessary, the provisions set forth in this Section 11 with respect to the rights thereafter of the holders of the Warrants shall be proportionately increasedappropriately adjusted so as to be applicable, as nearly as they may reasonably be, to any shares of stock or other securities or assets thereafter deliverable on the exercise of the Warrants. The Issuer shall not effect any such consolidation, merger or sale, unless prior to or simultaneously with the consummation thereof, the successor corporation (if other than the Issuer) resulting from such consolidation or merger or the corporation purchasing such assets or the appropriate corporation or entity shall assume, by written instrument, the obligation to deliver to the holder of each Warrant the shares of stock, securities or assets to which, in accordance with the foregoing provisions, such holder may be entitled, and all other obligations of the exercise price payable per share Issuer under this Warrant Agreement. The provisions of Common Stock subject this paragraph (g) shall apply to the Warrant shall be proportionately decreased. If the Company at any time on or after the Issuance Date effects one or more reverse stock splits or combines or consolidatessuccessive reorganizations, by reclassification or otherwisereclassifications, the Company’s Common Stock outstanding into a lesser number of sharesconsolidations, the number of shares of Common Stock subject to the Warrants shall be proportionately decreased; however, the exercise price payable per share of Common Stock subject to the Warrant shall remain unchanged. We may, in our sole discretion, lower the exercise price per share of Common Stock subject to the warrant at any time prior to the Expiration Date for a period of not less than 30 daysmergers and sales. (bh) In Irrespective of any adjustments in the event Exercise Price or the number or kind of a capital reorganization or reclassification shares purchasable upon exercise of the Company’s Common StockWarrants, the Warrants will be adjusted so that Warrant Certificates theretofore or thereafter each Holder will be entitled issued may continue to receive upon exercise express the same Exercise Price per share and number and kind of securities that such Holder would have received if shares as are stated on the Warrant had been exercised before the capital reorganization or reclassification of our Common StockCertificates initially issuable pursuant to this Agreement. (ci) If any question shall at any time arise with respect to the Company merges adjusted Exercise Price or consolidates with another corporation, or if the Company sells its assets as an entirety or substantially as an entirety to another corporation, the Company will make provisions so that Holders will be entitled to receive upon exercise of a Warrant the kind and adjusted number of securitiesWarrant Shares issuable upon exercise, cash or other property that would have been received as a result such question shall be determined by the independent auditors of the transaction by a person who was our stockholder immediately before Issuer and such determination shall be binding upon the transaction Issuer and who owned the same number holders of shares of Common Stock for which the Warrants and the Warrant was exercisable immediately before the transaction. No adjustment to the Warrants will be made, however, if a merger or consolidation does not result in any reclassification or change in the Company’s outstanding Common StockShares.

ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows: (a) If In case the Company at shall (i) pay a dividend on its Common Stock in shares of Common Stock, (ii) make a distribution on its Common Stock in shares of Common Stock, (iii) subdivide its outstanding Common Stock into a greater number of shares, or (iv) combine its outstanding Common Stock into a smaller number of shares, the Exercise Price and number of Warrant Shares in effect immediately prior thereto shall be adjusted so that the Holder of any time on or after the Issuance Date effects one or more forward stock splits, stock dividends or other increases of the Warrant thereafter surrendered for exercise shall be entitled to receive that number of shares of the Company’s Common Stock outstanding without receiving compensation therefor which it would have owned immediately following the happening of such event had such Warrant been exercised immediately prior to the record date of such event or the happening of such event. Adjustments made pursuant to this subsection (a) shall become effective immediately after the record date in moneythe case of a dividend or distribution and shall become effective immediately after the effective date in the case of subdivision or combination. (b) In case the Company shall issue rights, services options or propertywarrants to all or substantially all holders of its Common Stock entitling them (for a period commencing no earlier than the record date described below and expiring not more than 60 days after such record date) to subscribe for or purchase shares of Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock) at a price per share (or having a conversion, exercise or exchange price per share) less than the Current Market Price per share of Common Stock (as determined in accordance with subsection (g) of this Section 2) on the record date for the determination of stockholders entitled to receive such rights, options or warrants (or if no record date is fixed the Business Day immediately prior to the date of announcement of such issuance). (treating the conversion exercise or exchange price per share of the securities convertible into or exercisable or exchangeable for Common Stock as equal to (x) the sum of (i) the price for a unit of the security convertible into or exercisable or exchangeable for Common Stock and (ii) any additional consideration initially payable upon the conversion of such security into or exercise or exchange of such security for Common Stock divided by (y) the number of shares of Common Stock subject to initially underlying such security), the Warrants Exercise Price in effect immediately prior thereto shall be proportionately increased, and adjusted so that the exercise same shall equal the price payable per share determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction of Common Stock subject to which the Warrant numerator shall be proportionately decreased. If the Company at any time on or after the Issuance Date effects one or more reverse stock splits or combines or consolidates, by reclassification or otherwise, the Company’s Common Stock outstanding into a lesser number of shares, the number of shares of Common Stock subject outstanding on such record date (or if no record date is fixed, the date immediately prior to the Warrants shall be proportionately decreased; however, date of announcement of such issuance) plus the exercise number of shares which the aggregate offering price payable per share of the total the number of shares of Common Stock subject to so offered (or the Warrant aggregate conversion exercise or exchange price of the securities so offered, which shall remain unchanged. We maybe determined by multiplying the number of shares of Common Stock issuable upon conversion, in our sole discretionexercise or exchange of such securities by the applicable conversion, lower the exercise or exchange price per share of Common Stock subject pursuant to the warrant terms of such securities) would purchase at any time the Current Market Price per share (as defined in subsection (g) of this Section 2) of Common Stock on such record date, and of which the denominator shall be the number of shares of Common Stock outstanding on such record date (or if no record date is fixed, the date immediately prior to the Expiration Date for a date of announcement of such issuance) plus the number of additional shares of Common Stock offered (or into which the securities so offered are convertible, exchangeable or exercisable). Upon each such adjustment of the Exercise Price hereunder, the number of Warrant Shares shall be adjusted to the number of shares of Common Stock determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. The adjustments contemplated by this Section 2(b) shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after such record date. If at the end of the period during which such rights, options or warrants are exercisable not all rights or warrants shall have been exercised, the adjusted Exercise Price and adjusted number of not less than 30 daysWarrant Shares shall be immediately readjusted to what they would have been based upon the number of additional shares of Common Stock actually issued (or the number of shares of Common Stock issuable upon conversion of convertible securities actually issued). (c) In case the Company shall distribute to all or substantially all holders of its Common Stock any shares of capital stock of the Company (other than Common Stock), evidences of indebtedness or other non-cash assets (including securities of any person other than the Company but excluding (1) dividends or distributions paid exclusively in cash or (2) dividends or distributions referred to in subsection (a) of this Section 2), or shall distribute to all or substantially all holders of its Common Stock rights, options or warrants to subscribe for or purchase any of its securities (excluding those rights, options and warrants referred to in subsection (b) In of this Section 2 and also excluding the event distribution of rights to all holders of Common Stock pursuant to a capital reorganization or reclassification of Rights Plan (as defined below)), then in each such case the Company’s Common Stock, the Warrants will Exercise Price shall be adjusted so that thereafter the same shall equal the price determined by multiplying the current Exercise Price by a fraction of which the numerator shall be the Current Market Price per share (as defined in subsection (g) of this Section 2) of the Common Stock on the record date mentioned below less the fair market value on such record date (as determined by the Board of Directors, whose determination shall be conclusive evidence of such fair market value and which shall be evidenced by an Officers’ Certificate delivered to the Trustee) of the portion of the capital stock, evidences of indebtedness or other non-cash assets so distributed or of such rights, options or warrants applicable to one share of Common Stock (determined on the basis of the number of shares of Common Stock outstanding on the record date), and of which the denominator shall be the Current Market Price per share (as defined in subsection (g) of this Section 2) of the Common Stock on such record date. Upon each such adjustment of the Exercise Price hereunder, the number of Warrant Shares shall be adjusted to the number of shares of Common Stock determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. The adjustments contemplated by this Section 2(c) shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of shareholders entitled to receive such distribution. In the event the then fair market value (as so determined) of the portion of the capital stock, evidences of indebtedness or other non-cash assets so distributed or of such rights or warrants applicable to one share of Common Stock is equal to or greater than the Current Market Price per share of the Common Stock on such record date, in lieu of the foregoing adjustment, adequate provision shall be made so that each Holder will be entitled of a Warrant shall have the right to receive upon exercise the same number and kind amount of securities capital stock, evidences of indebtedness or other non-cash assets so distributed or of such rights, options or warrants the Holder would have received had such Holder exercised this Warrant on such record date. In the event that such dividend or distribution is not so paid or made, the Exercise Price and number of Warrant Shares shall again be adjusted to be the Exercise Price and number of Warrant Shares which would then be in effect if such dividend or distribution had not been declared. If the Board of Directors determines the fair market value of any distribution for purposes of this Section 2(c) by reference to the actual or when issued trading market for any securities, it must in doing so consider the prices in such market over the same period used in computing the Current Market Price of the Common Stock. Notwithstanding the foregoing, if the securities distributed by the Company to all or substantially all holders of its Common Stock consist of capital stock of, or similar equity interests in, a Subsidiary or other business unit, the Exercise Price shall be decreased so that the same shall be equal to the rate determined by multiplying the Exercise Price in effect on the record date with respect to such distribution by a fraction the numerator of which shall be the average Closing Sale Price of one share of Common Stock over the Spinoff Valuation Period and of which the denominator shall be the sum of (x) the average Closing Sale Price of one share of Common Stock over the ten consecutive Trading Day period (the “Spinoff Valuation Period”) commencing on and including the fifth Trading Day after the date on which “ex-dividend trading” commences on the Common Stock on the Nasdaq National Market or such other national or regional exchange or market on which the Common Stock is then listed or quoted and (y) the average Closing Sale Price over the Spinoff Valuation Period of the portion of the securities so distributed applicable to one share of Common Stock, such adjustment to become effective immediately prior to the opening of business on the fifteenth Trading Day after the date on which “ex-dividend trading” commences. Upon each such adjustment of the Exercise Price hereunder, the number of Warrant Shares shall be adjusted to the number of shares of Common Stock determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. In lieu of the foregoing, the Company may at the time of the public announcement of such distribution elect in a written notice provided to the Holder to reserve the pro rata portion of such securities so that the Holder shall have the right to receive upon exercise the amount of such shares of capital stock or similar equity interests of such Subsidiary or business unit that the Holder would have received if the Holder had exercised this Warrant had been exercised before on the capital reorganization or reclassification record date with respect to such distribution. With respect to any rights under a preferred shares rights plan of our the Company (“Rights Plan”), upon any exercise of the SPA Warrants, to the extent that the Rights Plan is still in effect upon such exercise, the holders of SPA Warrants will receive, in addition to the Common Stock. , the rights described therein (c) whether or not the rights have separated from the Common Stock at the time of exercise), subject to the limitations set forth in any such Rights Plan (including such limitations as would be applicable to a Holder if the Holder is or becomes an “Acquiring Person” or “Adverse Person” as such terms are defined in the Rights Plan). If the Company merges or consolidates with another corporation, or if Rights Plan provides that upon separation of rights under such plan from the Company sells its assets as an entirety or substantially as an entirety to another corporation, Common Stock that the Company will make provisions so that Holders will would not be entitled to receive any such rights in respect of the Common Stock issuable upon any exercise of the SPA Warrants, the Exercise Price will be adjusted as provided in this Section 2 (with such separation deemed to be the distribution of such rights), subject to readjustment in the event of the expiration, termination or redemption of the rights; provided, however, that there shall be no such adjustment in respect of any Holder that is or becomes an “Acquiring Person” or “Adverse Person” under the Rights Plan and, in the event an adjustment to the Exercise Price shall have already been made under this paragraph in respect of such separation of rights, it shall be readjusted and rescinded in respect of any Holder that is or becomes an “Acquiring Person” or “Adverse Person.” Any distribution of rights or warrants pursuant to a Warrant Rights Plan complying with the kind requirements set forth in the immediately preceding sentence of this paragraph shall not constitute a distribution of rights or warrants pursuant to this Section 2(c). Rights, options or warrants (other than rights issued pursuant to a Rights Plan) distributed by the Company to all or substantially 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, options 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 2 (and no adjustment to the Exercise Price under this Section 2 will be required) until the occurrence of the earliest Trigger Event, whereupon such rights, options and warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Exercise Price and number of Warrant Shares shall be made under this Section 2(c). If any such right, options or warrant, including any such existing rights, options or warrants distributed prior to the date of this Warrant, are subject to events, upon the occurrence of which such rights, options or warrants become exercisable to purchase different securities, cash evidences of indebtedness or other property 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, options or warrants with such rights (and a termination or expiration of the existing rights, options or warrants without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights, options or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) with respect thereto that would was counted for purposes of calculating a distribution amount for which an adjustment to the Exercise Price and number of Warrant Shares under this Section 2 was made, (1) in the case of any such rights, options or warrants which shall all have been redeemed or repurchased without exercise by any holders thereof, the Exercise Price and number of Warrant Shares 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 as a result of the transaction by a person who was our stockholder immediately before the transaction and who owned the same number of shares holder or holders of Common Stock for with respect to such rights, options or warrants (assuming such holder had retained such rights, options or warrants), made to all or substantially all holders of Common Stock as of the date of such redemption or repurchase, and (2) in the case of such rights, options or warrants which shall have expired or been terminated without exercise by any holders thereof, the Exercise Price and number of Warrant Shares shall be readjusted as if such rights and warrants had not been issued. (d) In case the Company shall, by dividend or otherwise, at any time distribute (a “Triggering Distribution”) to all or substantially all holders of its Common Stock Cash, the Exercise Price shall be reduced so that the same shall equal the price determined by dividing such Exercise Price in effect on the record date with respect to such Cash dividend or distribution by a fraction of which the Warrant was exercisable immediately before numerator shall be the transaction. No adjustment to Current Market Price per share of the Warrants will be made, however, if a merger or consolidation does not result Common Stock (as determined in any reclassification or change in the Company’s outstanding Common Stock.accordance with s

ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows: (a) If In the Company at any time event of changes in the outstanding Ordinary Shares of the Company, on or after the Original Issuance Date effects one or more forward stock splits, stock dividends or other increases of the number of shares of the Company’s Common Stock outstanding without receiving compensation therefor in money, services or property, the number of shares of Common Stock subject to the Warrants shall be proportionately increased, and the exercise price payable per share of Common Stock subject to the Warrant shall be proportionately decreased. If the Company at any time on or after the Issuance Date effects one or more reverse stock splits or combines or consolidatesDate, by reclassification reason of a stock dividend, subdivision, split-up, or otherwise, the Company’s Common Stock outstanding into a lesser number combination of shares, the number of shares of Common Stock subject to purchasable under the Warrants Warrant in the aggregate and the Exercise Price shall be proportionately decreased; howevercorrespondingly adjusted to give the Holder, on exercise for the same aggregate Exercise Price, the exercise price payable per share total number of Common Stock subject to shares as the Holder would have owned had the Warrant shall remain unchanged. We may, in our sole discretion, lower the exercise price per share of Common Stock subject to the warrant at any time been exercised prior to the Expiration Date for event requiring adjustment and had the Holder continued to hold such shares until after such event. The form of this Warrant need not be changed because of any adjustment in the Exercise Price and/or number of Warrant Shares. The Company shall promptly provide a period certificate from the Company notifying the Holder in writing of not less than 30 daysany adjustment in the Exercise Price and/or the total number of shares issuable upon exercise of this Warrant, which certificate shall describe the event giving rise to the adjustment and specify the Exercise Price and number of shares purchasable under this Warrant after giving effect to such adjustment. (b) In If, for any reason, prior to the event exercise of the Warrant in full, the Company spins off or otherwise divests itself of a capital reorganization part of its business or reclassification operations or disposes all or a part of its assets (the “Spin Off”), in each case in a transaction in which the Company does not receive compensation for such business, operations or assets, but causes securities of another entity (the “Spin Off Securities”) to be issued to security holders of the Company, then the Exercise Price of the Outstanding Warrant shall be adjusted immediately after consummation of the Spin Off by multiplying the Exercise Price in effect immediately prior to the Spin Off by a fraction (if, but only if, such fraction is less than 1.0), the numerator of which is the average closing bid price of the Company’s Common Stock, ADSs for the Warrants will be adjusted so that thereafter each Holder will be entitled to receive upon exercise five trading days immediately following the same number and kind of securities that such Holder would have received if fifth trading day after the Warrant had been exercised before record date (the capital reorganization or reclassification of our Common Stock. (c“Record Date”) If for determining the Company merges or consolidates with another corporation, or if the Company sells its assets as an entirety or substantially as an entirety to another corporation, the Company will make provisions so that Holders will be entitled to receive upon exercise of a Warrant the kind amount and number of securities, cash or other property that would have been received as a result Spin Off Securities to be issued to security holders of the transaction by a person who was our stockholder Company, and the denominator of which is the average closing bid price of the ADSs for the five trading days immediately before preceding the transaction Record Date; and who owned such adjusted Exercise Price shall be deemed to be the same number of shares of Common Stock for which the Warrant was exercisable immediately before the transaction. No adjustment Exercise Price with respect to the Warrants will be made, however, if a merger or consolidation does not result in any reclassification or change in outstanding Warrant after the Company’s outstanding Common Stockconsummation of the Spin Off.