Common use of Adjustment of Exercise Price Clause in Contracts

Adjustment of Exercise Price. (a) The Exercise Price and the number of shares deliverable upon the exercise of the Warrants will be subject to adjustment in the event and in the manner following: (i) If and whenever the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares the Exercise Price will be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be. (ii) In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other Company (hereinafter collectively referred to as a “Reorganization”), each Warrant will after such Reorganization confer the right to purchase the number of shares or other securities of the Company (or of the Company’s resulting from such Reorganization) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application of the provisions of this Article Four relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii). (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustments.

Adjustment of Exercise Price. (a) The Exercise Price and the number of shares deliverable upon the exercise of the Warrants will be subject to adjustment in the event and in the manner following: (i) If if and whenever the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares the Exercise Price will be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be.; (ii) In in case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other Company (hereinafter collectively referred to as a “Reorganization”), each Warrant will after such Reorganization confer the right to purchase the number of shares or other securities of the Company (or of the Company’s resulting from such Reorganization) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application of the provisions of this Article Four Section 4.8 relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four Section 4.8 will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii). (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustments.

Adjustment of Exercise Price. (a) The Exercise Price and the number of shares deliverable upon the exercise of the Warrants will be subject to adjustment in the event and in the manner following: (i) If and whenever the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares the Exercise Price will be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be., or (ii) In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other Company (hereinafter collectively referred to as a “"Reorganization”"), each Warrant will after such Reorganization confer the right to purchase the number of shares or other securities of the Company (or of the Company’s resulting from such Reorganization) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application of the provisions of this Article Four 4 relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii)11.8. (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustments.

Adjustment of Exercise Price. (a) The Exercise Price and the number of shares deliverable upon the exercise of the Warrants will be subject to adjustment in the event and in the manner following: (i) If and whenever the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares the Exercise Price will be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be.; or (ii) In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other Company (hereinafter collectively referred to as a “"Reorganization”"), each Warrant will after such Reorganization confer the right to purchase the number of shares or other securities of the Company (or of the Company’s resulting from such Reorganization) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application of the provisions of this Article Four relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii). (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustments.

Adjustment of Exercise Price. (a) The Exercise Price and the number of shares Common Shares deliverable upon the exercise of the Warrants will shall be subject to adjustment in the event and in the manner following: : (ia) If and whenever the shares Shares at any time outstanding are shall be subdivided into a greater or consolidated into a lesser number of shares Shares, the Exercise Price will shall be decreased or increased proportionately proportionately, as the case may be; , and upon any such subdivision or consolidation consolidation, the number of shares Shares deliverable upon the exercise of the Warrants will shall be increased or decreased proportionately proportionately, as the case may be. ; (iib) In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other company or of the sale of the assets of the Company (hereinafter collectively referred to as a “Reorganization”)or substantially as an entirety or of any other company, each Warrant will shall, after such Reorganization capital reorganization, reclassification of capital, consolidation, merger, amalgamation or sale, confer the right to purchase the that number of shares or other securities or property of the Company (or of the Company’s company resulting from such Reorganization) capital reorganization, reclassification, consolidation, merger, amalgamation or to which such sale shall be made, as the case may be, to which the Warrant Holder would have been entitled to upon Reorganization if of the Warrant Holder had been a shareholder shares deliverable at the time of such Reorganization. In capital reorganization, reclassification of capital, consolidation, merger, amalgamation or sale had the Warrants been exercised, would have been entitled on such capital reorganization, reclassification, consolidation, merger, amalgamation or sale and in any such case, if necessary, appropriate adjustments will shall be made in the application of the provisions of this Article Four relating set forth in Sections 13 to 20 hereof with respect to the rights and interest thereafter of the Holders of the Warrants so to the end that the provisions of this Article Four will set forth in Sections 13 to 20 hereof shall thereafter correspondingly be made applicable as nearly as reasonably possible may reasonable be expected in relation to any shares or other securities or property thereafter deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares the Shares at any time outstanding into a greater or lesser number of shares Shares (whether with or without par value) will shall not be deemed to be a Reorganization capital reorganization or a reclassification of the capital of the Company for the purposes of this clause 4.8(a)(iiSection 16(b). (b) . The adjustments provided for in this Section 4.8 16 pursuant to any Warrants are cumulative and .and will become effective immediately after the record date for, or, if no record date is fixed, the effective date date, of the event which results in such adjustments.

Adjustment of Exercise Price. (a) The If and whenever at any time after the date hereof and prior to the Expiry Time the Company shall (i) subdivide or redivide its then outstanding Common Shares into a greater number of Common Shares, (ii) reduce, combine or consolidate its then outstanding Common Shares into a lesser number of Common Shares or (iii) issue Common Shares (or securities exchangeable for or convertible into Common Shares) to the holders of all or substantially all of its then outstanding Common Shares by way of a stock dividend or other distribution (any of such events herein called a "Common Share Reorganization"), then the Exercise Price and shall be adjusted effective immediately after the effective date of any such event in (i) or (ii) above or the record date at which the holders of Common Shares are determined for the purpose of any such dividend or distribution in (iii) above, as the case may be, by multiplying the Exercise Price in effect on such effective date or record date, as the case may be, by a fraction, the numerator of which shall be the number of shares deliverable upon Common Shares outstanding on such effective date or record date, as the exercise case may be, before giving effect to such Common Share Reorganization and the denominator of which shall be the number of Common Shares outstanding immediately after giving effect to such Common Share Reorganization including, in the case where securities exchangeable for or convertible into Common Shares are distributed, the number of Common Shares that would be outstanding if such securities were exchanged for or converted into Common Shares. (b) If at any time after the date hereof and prior to the Expiry Time the Company shall fix a record date for the issue or distribution to the holders of all or substantially all of the Warrants will be subject outstanding Common Shares, of rights, options or warrants pursuant to adjustment which such holders are entitled, during a period expiring not more than 45 days after the record date for such issue (such period being the "Rights Period"), to subscribe for or purchase Common Shares or securities exchangeable for or convertible into Common Shares at a price per share (or in the event and case of securities exchangeable for or convertible into Common Shares at an exchange or conversion price per share at the date of issue of such securities) of less than 95% of the Current Market Price of the Common Shares on such record date (any of such events being herein called a "Rights Offering"), the Exercise Price shall be adjusted effective immediately after the record date for the Rights Offering to the amount determined by multiplying the Exercise Price in the manner followingeffect on such record date by a fraction: (i) If and whenever the shares at any time outstanding are subdivided into a greater or consolidated into a lesser numerator of which shall be the aggregate of (A) the number of shares Common Shares outstanding on the Exercise Price will record date for the Rights Offering; and (B) the quotient determined by dividing (I) either (a) the product of the number of Common Shares offered during the Rights Period pursuant to the Rights Offering and the price at which such Common Shares are offered, or, (b) the product of the exchange or conversion price of the securities so offered and the number of Common Shares for or into which the securities offered pursuant to the Rights Offering may be decreased exchanged or increased proportionately converted, as the case may be, by (II) the Current Market Price of the Common Shares as of the record date for the Rights Offering; upon any such subdivision or consolidation and (ii) the denominator of which shall be the aggregate of the number of shares deliverable upon Common Shares outstanding on such record date and the exercise number of Common Shares offered pursuant to the Rights Offering (including in the case of the Warrants will issue or distribution of securities exchangeable for or convertible into Common Shares the number of Common Shares for or into which such securities may be increased exchanged or decreased proportionately converted). If by the terms of the rights, options, or warrants referred to in this section 11(b), there is more than one purchase, conversion or exchange price per Common Share, the aggregate price of the total number of additional Common Shares offered for subscription or purchase, or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered, shall be calculated for purposes of the adjustment on the basis of the lowest purchase, conversion or exchange price per Common Share, as the case may be. Any Common Shares owned by or held for the account of the Company shall be deemed not to be outstanding for the purpose of any such calculation. To the extent that any adjustment in the Exercise Price occurs pursuant to this section 11(b) as a result of the fixing by the Company of a record date for the issue or distribution of rights, options or warrants referred to in this section 11(b), the Exercise Price shall be readjusted immediately after the expiry of any relevant exchange, conversion or exercise right to the Exercise Price which would then be in effect based upon the number of Common Shares actually issued and remaining issuable after such expiry and shall be further readjusted in such manner upon the expiry of any further such right. (c) If at any time after the date hereof and prior to the Expiry Time, the Company shall fix a record date for the issue or distribution to the holders of all or substantially all of the Common Shares of: (i) shares of the Company of any class other than Common Shares; (ii) In case rights, options or warrants to acquire Common Shares or securities exchangeable for or convertible into Common Shares (other than rights, options or warrants pursuant to which holders of any capital reorganization Common Shares are entitled, during a period expiring not more than 45 days after the record date for such issue, to subscribe for or of any reclassification of the capital of the Company purchase Common Shares at a price per share (or in the case of securities exchangeable for or convertible into Common Shares at an exchange or conversion price per share at the consolidationdate of issue of such securities) of at least 95% of the Current Market Price of the Common Shares on such record date); (iii) evidences of indebtedness of the Company; or (iv) any property or assets of the Company (including cash, but excluding cash dividends paid in the ordinary course); and if such issue or distribution does not constitute a Common Share Reorganization or a Rights Offering (any of such non-excluded events being herein called a "Special Distribution"), the Exercise Price shall be adjusted effective immediately after the record date for the Special Distribution to the amount determined by multiplying the Exercise Price in effect on the record date for the Special Distribution by a fraction: (A) the numerator of which shall be the difference between (I) the product of the number of Common Shares outstanding on such record date and the Current Market Price of the Common Shares on such record date, and (II) the fair value, as determined by the directors of the Company, to the holders of the Common Shares of the shares, rights, options, warrants, evidences of indebtedness or property or assets to be issued or distributed in the Special Distribution, and (B) the denominator of which shall be the product obtained by multiplying the number of Common Shares outstanding on such record date by the Current Market Price of the Common Shares on such record date. Any Common Shares owned by or held for the account of the Company shall be deemed not to be outstanding for the purpose of such calculation. To the extent that any adjustment in the Exercise Price occurs pursuant to this section 11(c) as a result of the fixing by the Company of a record date for the issue or distribution of rights, options or warrants to acquire Common Shares or securities exchangeable for or convertible into Common Shares referred to in this section 11(c), the Exercise Price shall be readjusted immediately after the expiry of any relevant exercise, exchange or conversion right to the amount which would then be in effect if the fair market value had been determined on the basis of the number of Common Shares issued and remaining issuable immediately after such expiry, and shall be further readjusted in such manner upon the expiry of any further such right. (d) If and whenever at any time after the date hereof and prior to the Expiry Time there is a capital reorganization of the Company or a reclassification or other change in the Common Shares (other than a Common Share Reorganization) or a consolidation or merger or amalgamation of the Company with or into any other Company corporation or other entity (hereinafter collectively referred to as other than a “Reorganization”consolidation, merger or amalgamation which does not result in any reclassification of the outstanding Common Shares or a change of the Common Shares into other securities), each Warrant will or a transfer of all or substantially all of the Company's undertaking and assets to another corporation or other entity in which the holders of Common Shares are entitled to receive shares, other securities or other property (any of such events being called a "Capital Reorganization"), after such the effective date of the Capital Reorganization confer the right Holder shall be entitled to purchase receive, and shall accept, for the same aggregate consideration, upon exercise of the Warrants, in lieu of the number of shares or Common Shares to which the Holder was theretofore entitled upon the exercise of the Warrants, the kind and aggregate number of Common Shares and other securities of the Company (or of the Company’s property resulting from such Reorganization) the Capital Reorganization which the Warrant Holder would have been entitled to receive as a result of the Capital Reorganization if, on the effective date thereof, the Holder has been the registered holder of the number of Common Shares to which the Holder was theretofore entitled to purchase or receive upon Reorganization if the Warrant Holder had been exercise of the Warrants. If necessary, as a shareholder at the time result of such any Capital Reorganization. In any such case, if necessary, appropriate adjustments will shall be made in the application of the provisions of this Article Four relating Warrant Certificate with respect to the rights and interest thereafter of the Holders of Holder to the Warrants so end that the provisions of this Article Four will Warrant Certificate shall thereafter correspondingly be made applicable as nearly as may reasonably be possible in relation to any shares or other securities or property thereafter deliverable after the Reorganization on upon the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii)Warrant Certificate. (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustments.

Adjustment of Exercise Price. (a) The Exercise Price and the number of shares Common Shares deliverable upon the exercise of the Warrants will shall be subject to adjustment in the event and in the manner following: (ia) If and whenever the shares Shares at any time outstanding are shall be subdivided into a greater or consolidated into a lesser number of shares Shares, the Exercise Price will shall be decreased or increased proportionately proportionately, as the case may be; , and upon any such subdivision or consolidation consolidation, the number of shares Shares deliverable upon the exercise of the Warrants will shall be increased or decreased proportionately proportionately, as the case may be. (iib) In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other company or of the sale of the assets of the Company (hereinafter collectively referred to as a “Reorganization”)or substantially as an entirety or of any other company, each Warrant will shall, after such Reorganization capital reorganization, reclassification of capital, consolidation, merger, amalgamation or sale, confer the right to purchase the that number of shares or other securities or property of the Company (or of the Company’s company resulting from such Reorganization) capital reorganization, reclassification, consolidation, merger, amalgamation or to which such sale shall be made, as the case may be, to which the Warrant Holder would have been entitled to upon Reorganization if of the Warrant Holder had been a shareholder shares deliverable at the time of such Reorganization. In capital reorganization, reclassification of capital, consolidation, merger, amalgamation or sale had the Warrants been exercised, would have been entitled on such capital reorganization, reclassification, consolidation, merger, amalgamation or sale and in any such case, if necessary, appropriate adjustments will shall be made in the application of the provisions of this Article Four relating set forth in Sections 11 to 18 hereof with respect to the rights and interest thereafter of the Holders of the Warrants so to the end that the provisions of this Article Four will set forth in Sections 11 to 18 hereof shall thereafter correspondingly be made applicable as nearly as reasonably possible may reasonable be expected in relation to any shares or other securities or property thereafter deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares the Shares at any time outstanding into a greater or lesser number of shares Shares (whether with or without par value) will shall not be deemed to be a Reorganization capital reorganization or a reclassification of the capital of the Company for the purposes of this clause 4.8(a)(iiSection 17(b). (bc) The adjustments provided for in this Section 4.8 17 pursuant to any Warrants are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustmentscumulative.

Adjustment of Exercise Price. (a) The Exercise Price and the number of shares deliverable upon the exercise of the Warrants will be subject to adjustment in the event and in the manner following: (i) If and whenever the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares the Exercise Price will be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be. (ii) In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other Company (hereinafter collectively referred to as a “Reorganization”), each Warrant will after such Reorganization confer the right to purchase the number of shares or other securities of the Company (or of the Company’s resulting from such Reorganization) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application of the provisions of this Article Four relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii). (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustments.

Adjustment of Exercise Price. (a) The Exercise Price and the number of shares deliverable upon the exercise of the Warrants will be subject to adjustment in the event and in the manner following: (i) If and whenever the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares the Exercise Price will be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be. (ii) In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other Company (hereinafter collectively referred to as a “"Reorganization”"), each Warrant will after such Reorganization confer the right to purchase the number of shares or other securities of the Company (or of the Company’s 's resulting from such Reorganization) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application of the provisions of this Article Four relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii). (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustments.

Adjustment of Exercise Price. (a) The Exercise Price and the number of shares Common Shares deliverable upon the exercise of the Warrants will shall be subject to adjustment in the event and in the manner following: (ia) If and whenever the shares Shares at any time outstanding are shall be subdivided into a greater or consolidated into a lesser number of shares Shares, the Exercise Price will shall be decreased or increased proportionately proportionately, as the case may be; , and upon any such subdivision or consolidation consolidation, the number of shares Shares deliverable upon the exercise of the Warrants will shall be increased or decreased proportionately proportionately, as the case may be.; (iib) In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other company or of the sale of the assets of the Company (hereinafter collectively referred to as a “Reorganization”)or substantially as an entirety or of any other company, each Warrant will shall, after such Reorganization capital reorganization, reclassification of capital, consolidation, merger, amalgamation or sale, confer the right to purchase the that number of shares or other securities or property of the Company (or of the Company’s company resulting from such Reorganization) capital reorganization, reclassification, consolidation, merger, amalgamation or to which such sale shall be made, as the case may be, to which the Warrant Holder would have been entitled to upon Reorganization if of the Warrant Holder had been a shareholder shares deliverable at the time of such Reorganization. In capital reorganization, reclassification of capital, consolidation, merger, amalgamation or sale had the Warrants been exercised, would have been entitled on such capital reorganization, reclassification, consolidation, merger, amalgamation or sale and in any such case, if necessary, appropriate adjustments will shall be made in the application of the provisions of this Article Four relating set forth in Sections 13 to 20 hereof with respect to the rights and interest thereafter of the Holders of the Warrants so to the end that the provisions of this Article Four will set forth in Sections 13 to 20 hereof shall thereafter correspondingly be made applicable as nearly as may reasonably possible be expected in relation to any shares or other securities or property thereafter deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares the Shares at any time outstanding into a greater or lesser number of shares Shares (whether with or without par value) will shall not be deemed to be a Reorganization capital reorganization or a reclassification of the capital of the Company for the purposes of this clause 4.8(a)(iiSection 16(b). (bc) The adjustments provided for in this Section 4.8 16 pursuant to any Warrants are cumulative and will become effective immediately after the record date for, or, if no record date is fixed, the effective date date, of the event which results in such adjustments.

Adjustment of Exercise Price. (a) The Exercise Price and the number of shares deliverable upon the exercise of the Warrants will be subject to adjustment in the event and in the manner following: (i) If and whenever the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares the Exercise Price will be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be.; or (ii) In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other Company (hereinafter collectively referred to as a “"Reorganization”"), each Warrant will after such Reorganization confer the right to purchase the number of shares or other securities of the Company (or of the Company’s resulting from such Reorganization) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application of the provisions of this Article Four relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii)) . (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustments.

Adjustment of Exercise Price. The Exercise Price shall be subject to adjustment from time to time as follows: (a) The Exercise Price and If, at any time after the date hereof, the number of shares deliverable upon of the Company's Series E Stock outstanding is increased by a stock dividend or by a subdivision or split-up of shares, then, following the record date for the determination of holders of Series E Stock entitled to receive such stock dividend, subdivision or split-up, the Exercise Price shall be appropriately decreased and the aggregate number of shares of Series E Stock issuable on exercise of the Warrants will this Warrant shall be subject increased in proportion to adjustment such increase in the event and in the manner following:outstanding shares. The foregoing provisions shall similarly apply to successive stock dividends, subdivisions, or split-ups. (ib) If and whenever the shares If, at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares after the Exercise Price will be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation date hereof, the number of shares deliverable upon of Series E Stock outstanding is decreased by a combination or reverse-split of the outstanding shares, then, following the record date for such combination or reverse-split, the Exercise Price shall be appropriately increased and the aggregate number of shares of Series E Stock issuable on exercise of this Warrant shall be decreased in proportion to such decrease in outstanding shares. The foregoing provisions shall similarly apply to successive combinations or reverse-splits. (c) Subject to Section 3(d), in the Warrants will event of any capital reorganization of the Company, any reclassification of the stock of the Company (other than a change in par value or from par value to no par value or from no par value to par value or as a result of a stock dividend or subdivision, split-up or combination of shares), or any consolidation or merger of the Company in which those stockholders of the Company holding more than 50% of the voting securities of the Company prior to such consolidation or merger hold less than 50% of the voting securities of the surviving entity, this Warrant shall after such reorganization, reclassification, consolidation, or merger be increased convertible into the kind and number of shares of stock or decreased proportionately other securities or property of the Company resulting from such reorganization, reclassification, consolidation or surviving such merger to which the holder of the number of shares of Series E Stock deliverable (immediately prior to the time of such reorganization, reclassification, consolidation or merger) upon exercise of this Warrant would have been entitled upon such reorganization, reclassification, consolidation or merger. The foregoing provisions shall similarly apply to successive reorganizations, reclassifications, consolidations, or mergers. (d) All calculations under this paragraph shall be made to the nearest one hundredth (1/100) of a cent or the nearest one tenth (1/10) of a share, as the case may be. (iie) In case The Company shall give prompt notice of any capital reorganization or of any reclassification of the capital of the Company or adjustment in the case of the consolidation, merger or amalgamation of the Company with or into any other Company (hereinafter collectively referred to as a “Reorganization”), each Warrant will after such Reorganization confer the right to purchase the number of shares or other securities of the Company (or of the Company’s resulting from such Reorganization) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application of the provisions of this Article Four relating Exercise Price to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether Holder hereof, together with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii)supporting documentation. (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustments.

Adjustment of Exercise Price. (ai) The Exercise Price and the number of shares deliverable upon the exercise of the Warrants will be subject to adjustment in the event and in the manner following: (i) If A. if and whenever the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares the Exercise Price will be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be.; (ii) In B. in case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other Company (hereinafter collectively referred to as a “Reorganization”), each Warrant will after such Reorganization confer the right to purchase the number of shares or other securities of the Company (or of the Company’s resulting from such Reorganization) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application of the provisions of this Article Four Section 4(i) relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four Section 4(i) will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii)clause. (bii) The adjustments provided for in this Section 4.8 4(i) are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustments.

Adjustment of Exercise Price. (a) The Exercise Price in effect at any date will be subject to adjustment from time to time in the events and in the manner provided in this Article 5. (b) If and whenever at any time after the date hereof and prior to the Expiry Time, the Corporation: (i) issues Common Shares or securities convertible into or exchangeable for Common Shares to the holders of all or substantially all of the outstanding Common Shares as a stock dividend or similar distribution; (ii) makes a distribution on its outstanding Common Shares to the holders of all or substantially all of the outstanding Common Shares payable in Common Shares or securities convertible into or exchangeable for Common Shares (other than an issue of Common Shares to holders of Common Shares pursuant to a right granted to such holders to receive such Common Shares in lieu of Dividends Paid in the Ordinary Course); (iii) subdivides its outstanding Common Shares into a greater number of Common Shares; or (iv) reduces, combines or consolidates its outstanding Common Shares into a smaller number of Common Shares, (any of such events in Sections 5.1(b)(i), (ii), (iii) and (iv) being called a “Common Share Reorganization”), then the Exercise Price then in effect will be adjusted effective immediately on the effective date or record date for the happening of a Common Share Reorganization, as the case may be, at which the holders of Common Shares are determined for the purpose of the Common Share Reorganization, so that it will equal the price determined by multiplying the Exercise Price in effect immediately prior to such effective date or record date, as the case may be, by a fraction, the numerator of which will be the total number of Common Shares outstanding on such effective date or record date, as the case may be, before giving effect to such Common Share Reorganization and the denominator of which will be the total number of Common Shares outstanding immediately after giving effect to such Common Share Reorganization (including, in the case where securities exchangeable for or convertible into Common Shares are distributed, the number of shares deliverable Common Shares that would have been outstanding had all such securities been exchanged for or converted into Common Shares on such effective date or record date). (c) If and whenever at any time after the date hereof and prior to the Expiry Time, the Corporation fixes a record date for the issue of rights, options or warrants to the holders of all or substantially all of the outstanding Common Shares under which such holders are entitled, during a period expiring not more than 45 days after the record date for such issue (the “Rights Period”), to subscribe for or purchase Common Shares or securities exchangeable for or convertible into Common Shares at a price per share to the holder (or at an exchange price or conversion price per share during the Rights Period to the holder in the case of securities exchangeable for or convertible into Common Shares) which is less than 95% of the Current Market Price for the Common Shares on such record date (any of such events being called a “Rights Offering”), then the Exercise Price will be adjusted effective immediately after the end of the Rights Period so that it will equal the price determined by multiplying the Exercise Price in effect immediately prior to the end of the Rights Period by a fraction: (i) the numerator of which will be the aggregate of (A) the total number of Common Shares outstanding as of the record date for the commencement of the Rights Offering, and (B) a number determined by dividing (A) either (x) the product of the number of Common Shares issued or subscribed for during the Rights Period upon the exercise of the Warrants rights, warrants or options under the Rights Offering and the price at which such Common Shares are offered for such issue or subscription, or, as the case may be, (y) the product of the exchange price or conversion price of such securities exchangeable for or convertible into Common Shares and the number of Common Shares for or into which the securities so offered pursuant to the Rights Offering could have been exchanged or converted during the Rights Period (whether or not they were then exchangeable or convertible), by (B) the Current Market Price of the Common Shares as of the record date for the commencement of the Rights Offering, and (ii) the denominator of which will be subject the number of Common Shares outstanding, or the number of Common Shares which would be outstanding if all the exchangeable or convertible securities were exchanged for or converted into Common Shares during the Rights Period (whether or not they were then exchangeable or convertible), after giving effect to adjustment the Rights Offering and including the number of Common Shares actually issued or subscribed for during the Rights Period upon exercise of the rights, warrants or options under the Rights Offering. To the extent that any such rights, options or warrants are not so exercised on or before the expiry thereof, the Exercise Price will be readjusted to the Exercise Price which would then be in effect based on the number of Common Shares (or the securities convertible into or exchangeable for Common Shares) actually delivered on the exercise of such rights, options or warrants. (d) If and whenever at any time after the date hereof and prior to the Expiry Time, the Corporation fixes a record date for the issue or the distribution to the holders of all or substantially all of the outstanding Common Shares of (A) securities of the Corporation, including rights, options or warrants to acquire securities of the Corporation or any of its property or assets and including cash and evidences of indebtedness; or (B) any property or other assets, including cash and evidences of indebtedness, and if such issuance or distribution does not constitute a Dividend Paid in the event and Ordinary Course, a Common Share Reorganization, a Rights Offering (any of such non-excluded events being called a “Special Distribution”), then the Exercise Price will be adjusted effective immediately after such record date so that it will equal the price determined by multiplying the Exercise Price in the manner followingeffect on such record date by a fraction: (i) If and whenever the shares at any time outstanding are subdivided into a greater or consolidated into a lesser numerator of which will be: (A) the product of the number of shares Common Shares outstanding on such record date and the Current Market Price of the Common Shares on such record date, less (B) the Fair Market Value, as determined in good faith by action by the board of directors of the Corporation (whose determination, subject to the consent of a Recognized Stock Exchange, if required, will be conclusive), to the holders of Common Shares of such securities or property or other assets so issued or distributed in the Special Distribution; and (ii) the denominator of which will be the product of the number of Common Shares outstanding on such record date and the Current Market Price of the Common Shares on such record date. To the extent that any Special Distribution is not so made, the Exercise Price will be decreased readjusted effective immediately to the Exercise Price which would then be in effect based upon such securities or increased proportionately property or other assets as the case may be; upon any such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may beactually distributed. (iie) In case of If and whenever at any capital reorganization or of any time after the date hereof and prior to the Expiry Time, there is a reclassification of the capital Common Shares at any time outstanding or change of the Company Common Shares into other shares or in the case into other securities or other capital reorganization (other than a Common Share Reorganization), or a consolidation, arrangement, amalgamation or merger of the consolidation, merger or amalgamation of the Company Corporation with or into any other Company corporation or other entity (hereinafter collectively referred other than an amalgamation with one or more of its wholly-owned subsidiaries, or a transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to as another corporation or other entity in which the holders of Common Shares are entitled to receive shares, other securities or other property (any of such events being called a “Capital Reorganization”), each Warrant will after such Reorganization confer any Warrantholder who exercises the right to purchase acquire Common Shares pursuant to Warrants then held after the effective date of such Capital Reorganization will be entitled to receive, and will accept for the same aggregate consideration in lieu of the number of shares Common Shares to which such Holder was previously entitled upon such conversion, the aggregate number of shares, other securities or other securities of the Company (or of the Company’s resulting from property that such Reorganization) which the Warrant Holder holder would have been entitled to upon receive as a result of such Capital Reorganization if if, on the Warrant Holder effective date thereof, the holder had been the registered holder of the number of Common Shares to which such holder was previously entitled upon exercise of its Warrants. The Corporation will take all steps necessary to ensure that, on a shareholder at Capital Reorganization, the time Warrantholders will receive the aggregate number of such shares, other securities or other property to which they are entitled as a result of the Capital Reorganization. In any such case, if necessary, appropriate Appropriate adjustments will be made as a result of any such Capital Reorganization in the application of the provisions of set forth in this Article Four relating 5 with respect to the rights and interest interests thereafter of Warrantholders to the Holders of the Warrants so end that the provisions of set forth in this Article Four 5 will thereafter correspondingly be made applicable as nearly as may reasonably possible be in relation to any shares shares, other securities or other securities property thereafter deliverable upon the exercise of any Warrant. Prior to or concurrent with effecting a Capital Reorganization, the Corporation (or a successor corporation as contemplated in Section 9.2) will enter into an agreement supplemental hereto approved by action of the board of directors of the Corporation and by the Agent, which will set forth an appropriate adjustment to give effect to this Section 5.1(e) in which event such adjustment will for all purposes be conclusively deemed to be an appropriate adjustment, subject to the prior written consent of a Recognized Stock Exchange, if required. (f) If the purchase price provided for in any rights, options or warrants (the “Rights Offering Price”) referred to in Sections 5.1(c) or 5.1(d) is decreased, the Exercise Price will forthwith be changed so as to decrease the Exercise Price to the Exercise Price that would have been obtained if the adjustment to the Exercise Price made under Section 5.1(c) or 5.1(d), as the case may be, with respect to such rights, options or warrants had been made on the basis of the Rights Offering Price as so decreased, provided that the terms of this Section 5.1(f) will not apply to any decrease in the Rights Offering Price resulting from terms in any such rights, options or warrants designed to prevent dilution except to the extent that the resulting decrease in the Exercise Price under this Section 5.1(f) would be greater than the decrease, if any, in the Exercise Price to be made under the terms of this Section 5.1 by virtue of the occurrence of the event giving rise to such decrease in the Rights Offering Price. (g) If and whenever at any time after the Reorganization date hereof and prior to the Expiry Time, any of the events set out in Sections 5.1(b), 5.1(c), or 5.1(d) occur and the occurrence of such event results in an adjustment of the Exercise Price pursuant to the provisions of this Article 5, then the number of Common Shares purchasable pursuant to the Warrants upon exercise thereof will be adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number of Common Shares then otherwise purchasable on the exercise thereof by a fraction, the numerator of which will be the Warrants. The subdivision or consolidation then applicable Exercise Price in effect immediately prior to the adjustment and the denominator of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) which will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii)Exercise Price resulting from such adjustment. (bh) The adjustments provided for In any case in which this Section 4.8 are cumulative and 5.1 requires that an adjustment will become effective immediately after the a record date orfor an event referred to herein, if no the Corporation may defer, until the occurrence of such event, issuing to the holder of any Warrant exercised after such record date is fixedand before the occurrence of such event the additional Common Shares issuable upon such exercise by reason of the adjustment required by such event, provided, however, that the effective Corporation will deliver to such holder evidence of such holder’s right to receive such additional Common Shares upon the occurrence of such event and the right to receive any distributions made on such additional Common Shares declared in favour of holders of record of Common Shares on and after the date of conversion or such later date on which such holder would, but for the event which results in provisions of this Section 5.1(h), have become the holder of record of such adjustmentsadditional Common Shares.

Adjustment of Exercise Price. (a) The Exercise Price and the number of shares Common Shares deliverable upon the exercise of the Warrants will shall be subject to adjustment in the event and in the manner following: (ia) If and whenever the shares Shares at any time outstanding are shall be subdivided into a greater or consolidated into a lesser number of shares Shares, the Exercise Price will shall be decreased or increased proportionately proportionately, as the case may be; , and upon any such subdivision or consolidation consolidation, the number of shares Shares deliverable upon the exercise of the Warrants will shall be increased or decreased proportionately proportionately, as the case may be.; (iib) In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other company or of the sale of the assets of the Company (hereinafter collectively referred to as a “Reorganization”)or substantially as an entirety or of any other company, each Warrant will shall, after such Reorganization capital reorganization, reclassification of capital, consolidation, merger, amalgamation or sale, confer the right to purchase the that number of shares or other securities or property of the Company (or of the Company’s company resulting from such Reorganization) capital reorganization, reclassification, consolidation, merger, amalgamation or to which such sale shall be made, as the case may be, to which the Warrant Holder would have been entitled to upon Reorganization if of the Warrant Holder had been a shareholder shares deliverable at the time of such Reorganization. In capital reorganization, reclassification of capital, consolidation, merger, amalgamation or sale had the Warrants been exercised, would have been entitled on such capital reorganization, reclassification, consolidation, merger, amalgamation or sale and in any such case, if necessary, appropriate adjustments will shall be made in the application of the provisions of this Article Four relating set forth in Sections 13 to 20 hereof with respect to the rights and interest thereafter of the Holders of the Warrants so to the end that the provisions of this Article Four will set forth in Sections 13 to 20 hereof shall thereafter correspondingly be made applicable as nearly as reasonably possible may reasonable be expected in relation to any shares or other securities or property thereafter deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares the Shares at any time outstanding into a greater or lesser number of shares Shares (whether with or without par value) will shall not be deemed to be a Reorganization capital reorganization or a reclassification of the capital of the Company for the purposes of this clause 4.8(a)(iiSection 16(b). (b) . The adjustments provided for in this Section 4.8 16 pursuant to any Warrants are cumulative and .and will become effective immediately after the record date for, or, if no record date is fixed, the effective date date, of the event which results in such adjustments.

Adjustment of Exercise Price. (a) The Exercise Price and the number of shares deliverable upon the exercise of the Warrants will be subject to adjustment in the event and in the manner following: (i) If and whenever the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares the Exercise Price will be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be. (ii) In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other Company (hereinafter collectively referred to as a “Reorganization”), each Warrant will after such Reorganization confer the right to purchase the number of shares or other securities of the Company (or of the Company’s resulting from such Reorganization) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application of the provisions of this Article Four relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii)24.8(a)(ii) . (b) The adjustments provided for in this Section 4.8 24.8 are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustments.

Adjustment of Exercise Price. (a) The Exercise Price and the number of shares Warrant Shares deliverable upon the exercise of the Warrants will be subject to adjustment in the event and in the manner following: (i) If and whenever the shares Shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares Shares, the Exercise Price will be decreased or increased proportionately as the case may be; upon . Upon any such subdivision or consolidation consolidation, the number of shares Shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be. (ii) In the case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other Company company (hereinafter collectively referred to as a “Reorganization”), each Warrant will after such Reorganization confer the right to purchase the number of shares Shares or other securities of the Company (or of the Company’s company resulting from such Reorganization) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application of the provisions of this Article Four Section 4.6 relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four Section 4.6 will be made applicable as nearly as reasonably possible to any shares Shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares Shares at any time outstanding into a greater or lesser number of shares Shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(iiSection 4.6(a)(ii). (b) The adjustments provided for in this Section 4.8 4.6 are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustments.

Adjustment of Exercise Price. (a) The Exercise Price and the number of shares Common Shares deliverable upon the exercise of the Warrants will shall be subject to adjustment in the event and in the manner following: (ia) If and whenever the shares Shares at any time outstanding are shall be subdivided into a greater or consolidated into a lesser number of shares Shares, the Exercise Price will shall be decreased or increased proportionately proportionately, as the case may be; , and upon any such subdivision or consolidation consolidation, the number of shares Shares deliverable upon the exercise of the Warrants will shall be increased or decreased proportionately proportionately, as the case may be. (iib) In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other company or of the sale of the assets of the Company (hereinafter collectively referred to as a “Reorganization”)or substantially as an entirety or of any other company, each Warrant will shall, after such Reorganization capital reorganization, reclassification of capital, consolidation, merger, amalgamation or sale, confer the right to purchase the that number of shares or other securities or property of the Company (or of the Company’s company resulting from such Reorganization) capital reorganization, reclassification, consolidation, merger, amalgamation or to which such sale shall be made, as the case may be, to which the Warrant Holder would have been entitled to upon Reorganization if of the Warrant Holder had been a shareholder shares deliverable at the time of such Reorganization. In capital reorganization, reclassification of capital, consolidation, merger, amalgamation or sale had the Warrants been exercised, would have been entitled on such capital reorganization, reclassification, consolidation, merger, amalgamation or sale and in any such case, if necessary, appropriate adjustments will shall be made in the application of the provisions of this Article Four relating set forth in Sections 12 to 19 hereof with respect to the rights and interest thereafter of the Holders of the Warrants so to the end that the provisions of this Article Four will set forth in Sections 12 to 19 hereof shall thereafter correspondingly be made applicable as nearly as reasonably possible may reasonable be expected in relation to any shares or other securities or property thereafter deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares the Shares at any time outstanding into a greater or lesser number of shares Shares (whether with or without par value) will shall not be deemed to be a Reorganization capital reorganization or a reclassification of the capital of the Company for the purposes of this clause 4.8(a)(iiSection 15(b). (bc) The adjustments provided for in this Section 4.8 15 pursuant to any Warrants are cumulative and .and will become effective immediately after the record date for, or, if no record date is fixed, the effective date date, of the event which results in such adjustments.

Adjustment of Exercise Price. Subject to the provisions of this Article IV, the Exercise Price in effect from time to time shall be subject to adjustment, as follows: (a) The In case the Company shall at any time after the date hereof (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 in effect, and the number of shares deliverable of Common Stock issuable upon the exercise of the Exchange Warrants will be subject to adjustment in the event and in the manner following: (i) If and whenever the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares the Exercise Price will be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be. (ii) In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidationoutstanding, merger or amalgamation of the Company with or into any other Company (hereinafter collectively referred to as a “Reorganization”), each Warrant will after such Reorganization confer the right to purchase the number of shares or other securities of the Company (or of the Company’s resulting from such Reorganization) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of the record date for such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application dividend or of the provisions effective date of this Article Four relating to the rights and interest thereafter of the Holders of the Warrants such subdivision, combination or reclassification, shall be proportionately adjusted so that the provisions holders of this Article Four will the Exchange Warrants after such time shall be entitled to receive the aggregate number and kind of shares which, if such Exchange Warrants had been exercised immediately prior to such time, such holders 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 applicable as nearly as reasonably possible to successively whenever any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii)event listed above shall occur. (b) The adjustments provided In case the Company shall distribute to all holders of Common Stock (including any such distribution made to the shareholders of the Company in connection with a consolidation or merger in which the Company is the continuing corporation) evidences of its indebtedness, cash 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 exchangeable for shares of Common Stock, then, in this Section 4.8 are cumulative and will become effective each case, the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately after prior to the record date or, if no record date is fixedfor the determination of shareholders entitled to receive such distribution by a fraction, the effective date numerator of which shall be the Current Market Price (as determined pursuant to Section 4.2 hereof) 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 event 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 results in shall be such adjustmentsCurrent Market Price per share of Common Stock. Such adjustment shall become effective at the close of business on such record date.

Adjustment of Exercise Price. (a) The Exercise Price and the number of shares Common Shares deliverable upon the exercise of the Warrants will shall be subject to adjustment in the event and in the manner following: (ia) If and whenever the shares Shares at any time outstanding are shall be subdivided into a greater or consolidated into a lesser number of shares Shares, the Exercise Price will shall be decreased or increased proportionately proportionately, as the case may be; , and upon any such subdivision or consolidation consolidation, the number of shares Shares deliverable upon the exercise of the Warrants will shall be increased or decreased proportionately proportionately, as the case may be. (iib) In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other company or of the sale of the assets of the Company (hereinafter collectively referred to as a “Reorganization”)or substantially as an entirety or of any other company, each Warrant will shall, after such Reorganization capital reorganization, reclassification of capital, consolidation, merger, amalgamation or sale, confer the right to purchase the that number of shares or other securities or property of the Company (or of the Company’s company resulting from such Reorganization) capital reorganization, reclassification, consolidation, merger, amalgamation or to which such sale shall be made, as the case may be, to which the Warrant Holder would have been entitled to upon Reorganization if of the Warrant Holder had been a shareholder shares deliverable at the time of such Reorganization. In capital reorganization, reclassification of capital, consolidation, merger, amalgamation or sale had the Warrants been exercised, would have been entitled on such capital reorganization, reclassification, consolidation, merger, amalgamation or sale and in any such case, if necessary, appropriate adjustments will shall be made in the application of the provisions of this Article Four relating set forth in Sections 12 to 19 hereof with respect to the rights and interest thereafter of the Holders of the Warrants so to the end that the provisions of this Article Four will set forth in Sections 12 to 19 hereof shall thereafter correspondingly be made applicable as nearly as reasonably possible may reasonable be expected in relation to any shares or other securities or property thereafter deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares the Shares at any time outstanding into a greater or lesser number of shares Shares (whether with or without par value) will shall not be deemed to be a Reorganization capital reorganization or a reclassification of the capital of the Company for the purposes of this clause 4.8(a)(iiSection 16(b). (bc) The adjustments provided for in this Section 4.8 16 pursuant to any Warrants are cumulative and .and will become effective immediately after the record date for, or, if no record date is fixed, the effective date date, of the event which results in such adjustments.

Adjustment of Exercise Price. (a) The Exercise Price and the number of shares Common Shares deliverable upon the exercise of the Warrants will shall be subject to adjustment in the event and in the manner following: (i) 15.1 If and whenever the shares Shares at any time outstanding are shall be subdivided into a greater or consolidated into a lesser number of shares Shares, the Exercise Price will shall be decreased or increased proportionately proportionately, as the case may be; , and upon any such subdivision or consolidation consolidation, the number of shares Shares deliverable upon the exercise of the Warrants will shall be increased or decreased proportionately proportionately, as the case may be. (ii) 15.2 In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other company or of the sale of the assets of the Company (hereinafter collectively referred to as a “Reorganization”)or substantially as an entirety or of any other company, each Warrant will shall, after such Reorganization capital reorganization, reclassification of capital, consolidation, merger, amalgamation or sale, confer the right to purchase the that number of shares or other securities or property of the Company (or of the Company’s company resulting from such Reorganization) capital reorganization, reclassification, consolidation, merger, amalgamation or to which such sale shall be made, as the case may be, to which the Warrant Holder would have been entitled to upon Reorganization if of the Warrant Holder had been a shareholder shares deliverable at the time of such Reorganization. In capital reorganization, reclassification of capital, consolidation, merger, amalgamation or sale had the Warrants been exercised, would have been entitled on such capital reorganization, reclassification, consolidation, merger, amalgamation or sale and in any such case, if necessary, appropriate adjustments will shall be made in the application of the provisions of this Article Four relating set forth in Sections 12 to 19 hereof with respect to the rights and interest thereafter of the Holders of the Warrants so to the end that the provisions of this Article Four will set forth in Sections 12 to 19 hereof shall thereafter correspondingly be made applicable as nearly as reasonably possible may reasonable be expected in relation to any shares or other securities or property thereafter deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares the Shares at any time outstanding into a greater or lesser number of shares Shares (whether with or without par value) will shall not be deemed to be a Reorganization capital reorganization or a reclassification of the capital of the Company for the purposes of this clause 4.8(a)(iiSection 15(b). (b) 15.3 The adjustments provided for in this Section 4.8 15 pursuant to any Warrants are cumulative and .and will become effective immediately after the record date for, or, if no record date is fixed, the effective date date, of the event which results in such adjustments.

Adjustment of Exercise Price. (a) The Exercise Price and the number of shares deliverable upon the exercise of the Warrants will be subject to adjustment in the event and in the manner following: (i) REORGANIZATION, CONSOLIDATION, MERGER, ETC. If and whenever the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares the Exercise Price will be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be. (ii) In case of there occurs any capital reorganization or of any reclassification of the capital Common Stock of the Company Company, the consolidation or in the case of the consolidation, merger or amalgamation of the Company with or into any another person (other Company (hereinafter collectively referred to as than a “Reorganization”), each Warrant will after such Reorganization confer the right to purchase the number of shares merger or other securities consolidation of the Company (in which the Company is the continuing entity and which does not result in any reorganization or reclassification of its outstanding Common Stock) or the sale or conveyance of all or substantially all of the Company’s assets of the Company to another person, then, as a condition precedent to any such reorganization, reclassification, consolidation, merger, sale or conveyance, the Holder will be entitled to receive upon surrender of this Warrant to the Company (x) to the extent there are cash proceeds resulting from the consummation of such Reorganization) which reorganization, reclassification, consolidation, merger, sale or conveyance, in exchange for such Warrant, cash in an amount equal to the Warrant Holder cash proceeds that would have been payable to the Holder had the Holder exercised such Warrant immediately prior to the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance, less the aggregate Exercise Price payable upon exercise of this Warrant, and (y) to the extent that the Holder would be entitled to receive Common stock (or Other Securities) (in addition to or in lieu of cash in connection with any such reorganization, reclassification, consolidation, merger, sale or conveyance), the same kind and amounts of securities or other assets, or both, that are issuable or distributable to the holders of outstanding Common Stock (or Other Securities) of the Company with respect to their Common Stock (or Other Securities) upon Reorganization if such reorganization, reclassification, consolidation, merger, sale or conveyance, as would have been deliverable to the Warrant Holder had been a shareholder at the time Holder exercised such Warrant immediately prior to the consummation of such Reorganization. In any reorganization, reclassification, consolidation, merger, sale or conveyance less an amount of such case, if necessary, appropriate adjustments will be made in securities having a value equal to the application of the provisions aggregate Exercise Price payable upon exercise of this Article Four relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii)Warrant. (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustments.

Adjustment of Exercise Price. (a) The If any Adjustment Transaction shall occur, the Exercise Price shall be adjusted by the Company so as to fairly preserve, without dilution, the purchase rights represented by this Warrant in accordance with Section 4.1 and otherwise with the essential intent and purposes hereof. If the holder of this Warrant disputes the adjustment of the Exercise Price made by the Company and the number parties cannot otherwise resolve the dispute promptly and in good faith, then the Company shall appoint a firm of shares deliverable upon independent public accountants of recognized national standing (which may be the exercise regular auditors of the Warrants will Company), which shall give their opinion as to the adjustment, if any, to be subject made to the Exercise Price as the result of the relevant Adjustment Transaction. Upon receipt of such opinion, the Company shall promptly mail a copy thereof to the holder of this Warrant and shall make the adjustment in described therein. In case the event and in Company after the manner following: date hereof shall propose to (i) If and whenever pay any dividend payable in stock to the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number holders of shares of Common Stock or to make any other Distribution to the Exercise Price will holders of shares of Common Stock, (ii) offer to the holders of shares of Common Stock rights to subscribe for or purchase any additional shares of any class of stock or any other rights or options, or (iii) effect any reclassification of the Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock), or any capital reorganization or any consolidation or merger (other than a merger in which no distribution of securities or other property is to be decreased made to holders of shares of Common Stock), or increased proportionately any sale, transfer or other disposition of its property, assets and business as an entirety or substantially as an entirety, or the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall mail to the holder of this Warrant notice of such proposed action, which shall specify the date on which the stock transfer books of the Company shall close, or a record shall be taken, for determining the holders of Common Stock entitled to receive such stock dividends or other Distribution or such rights or options or to participate in such repurchase or redemption, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, dissolution, or winding up shall take place or commence, as the case may be; , and the date as of which it is expected that holders of Common Stock of record shall be entitled to receive securities or other property deliverable upon such action, if any such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will date is to be increased or decreased proportionately as fixed. Such notice shall be mailed in the case may be. of any action covered by clause (i) or (ii) In case above at least ten (10) days prior to the record date for determining holders of any capital reorganization Common Stock for purposes of receiving such payment or of any reclassification of the capital of the Company offer, or in the case of any action covered by clause (iii) above at least thirty (30) days prior to the consolidationdate upon which such action takes place and twenty (20) days prior to any record date to determine holders of Common Stock entitled to receive such securities or other property. Failure to file any certificate or notice or to mail any notice, merger or amalgamation any defect in any certificate or notice pursuant to this Section shall not affect the legality or validity of the Company with adjustment of the Exercise Price or into any other Company (hereinafter collectively referred to as a “Reorganization”), each Warrant will after such Reorganization confer the right to purchase the number of shares Issuable Warrant Shares, or other securities of the Company (or of the Company’s resulting from such Reorganization) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application of the provisions of this Article Four relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii)transaction giving rise thereto. (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustments.

Adjustment of Exercise Price. (a) The Exercise Price in effect at any date will be subject to adjustment from time to time in the events and in the manner provided in this Article 5. (b) If and whenever at any time after the date hereof and prior to the Expiry Time, the Corporation: (i) issues Common Shares or securities convertible into or exchangeable for Common Shares to the holders of all or substantially all of the outstanding Common Shares as a stock dividend or similar distribution; (ii) makes a distribution on its outstanding Common Shares to the holders of all or substantially all of the outstanding Common Shares payable in Common Shares or securities convertible into or exchangeable for Common Shares (other than an issue of Common Shares to holders of Common Shares pursuant to a right granted to such holders to receive such Common Shares in lieu of Dividends Paid in the Ordinary Course); (iii) subdivides its outstanding Common Shares into a greater number of Common Shares; or (iv) reduces, combines or consolidates its outstanding Common Shares into a smaller number of Common Shares, (any of such events in Sections 5.1(b)(i), (ii), (iii) and (iv) being called a "Common Share Reorganization"), then the Exercise Price then in effect will be adjusted effective immediately on the effective date or record date for the happening of a Common Share Reorganization, as the case may be, at which the holders of Common Shares are determined for the purpose of the Common Share Reorganization, so that it will equal the price determined by multiplying the Exercise Price in effect immediately prior to such effective date or record date, as the case may be, by a fraction, the numerator of which will be the total number of Common Shares outstanding on such effective date or record date, as the case may be, before giving effect to such Common Share Reorganization and the denominator of which will be the total number of Common Shares outstanding immediately after giving effect to such Common Share Reorganization (including, in the case where securities exchangeable for or convertible into Common Shares are distributed, the number of shares deliverable Common Shares that would have been outstanding had all such securities been exchanged for or converted into Common Shares on such effective date or record date). (c) If and whenever at any time after the date hereof and prior to the Expiry Time, the Corporation fixes a record date for the issue of rights, options or warrants to the holders of all or substantially all of the outstanding Common Shares under which such holders are entitled, during a period expiring not more than 45 days after the record date for such issue (the "Rights Period"), to subscribe for or purchase Common Shares or securities exchangeable for or convertible into Common Shares at a price per share to the holder (or at an exchange price or conversion price per share during the Rights Period to the holder in the case of securities exchangeable for or convertible into Common Shares) which is less than 95% of the Current Market Price for the Common Shares on such record date (any of such events being called a "Rights Offering"), then the Exercise Price will be adjusted effective immediately after the end of the Rights Period so that it will equal the price determined by multiplying the Exercise Price in effect immediately prior to the end of the Rights Period by a fraction: (i) the numerator of which will be the aggregate of (A) the total number of Common Shares outstanding as of the record date for the commencement of the Rights Offering, and (B) a number determined by dividing (A) either (x) the product of the number of Common Shares issued or subscribed for during the Rights Period upon the exercise of the Warrants rights, warrants or options under the Rights Offering and the price at which such Common Shares are offered for such issue or subscription, or, as the case may be, (y) the product of the exchange price or conversion price of such securities exchangeable for or convertible into Common Shares and the number of Common Shares for or into which the securities so offered pursuant to the Rights Offering could have been exchanged or converted during the Rights Period (whether or not they were then exchangeable or convertible), by (B) the Current Market Price of the Common Shares as of the record date for the commencement of the Rights Offering, and (ii) the denominator of which will be subject the number of Common Shares outstanding, or the number of Common Shares which would be outstanding if all the exchangeable or convertible securities were exchanged for or converted into Common Shares during the Rights Period (whether or not they were then exchangeable or convertible), after giving effect to adjustment the Rights Offering and including the number of Common Shares actually issued or subscribed for during the Rights Period upon exercise of the rights, warrants or options under the Rights Offering. To the extent that any such rights, options or warrants are not so exercised on or before the expiry thereof, the Exercise Price will be readjusted to the Exercise Price which would then be in effect based on the number of Common Shares (or the securities convertible into or exchangeable for Common Shares) actually delivered on the exercise of such rights, options or warrants. (d) If and whenever at any time after the date hereof and prior to the Expiry Time, the Corporation fixes a record date for the issue or the distribution to the holders of all or substantially all of the outstanding Common Shares of (A) securities of the Corporation, including rights, options or warrants to acquire securities of the Corporation or any of its property or assets and including cash and evidences of indebtedness; or (B) any property or other assets, including cash and evidences of indebtedness, and if such issuance or distribution does not constitute a Dividend Paid in the event and Ordinary Course, a Common Share Reorganization, a Rights Offering (any of such non-excluded events being called a "Special Distribution"), then the Exercise Price will be adjusted effective immediately after such record date so that it will equal the price determined by multiplying the Exercise Price in the manner followingeffect on such record date by a fraction: (i) If and whenever the shares at any time outstanding are subdivided into a greater or consolidated into a lesser numerator of which will be: (A) the product of the number of shares Common Shares outstanding on such record date and the Current Market Price of the Common Shares on such record date, less (B) the Fair Market Value, as determined in good faith by action by the board of directors of the Corporation (whose determination, subject to the consent of a Recognized Stock Exchange, if required, will be conclusive), to the holders of Common Shares of such securities or property or other assets so issued or distributed in the Special Distribution; and (ii) the denominator of which will be the product of the number of Common Shares outstanding on such record date and the Current Market Price of the Common Shares on such record date. To the extent that any Special Distribution is not so made, the Exercise Price will be decreased readjusted effective immediately to the Exercise Price which would then be in effect based upon such securities or increased proportionately property or other assets as the case may be; upon any such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may beactually distributed. (iie) In case of If and whenever at any capital reorganization or of any time after the date hereof and prior to the Expiry Time, there is a reclassification of the capital Common Shares at any time outstanding or change of the Company Common Shares into other shares or in the case into other securities or other capital reorganization (other than a Common Share Reorganization), or a consolidation, arrangement, amalgamation or merger of the consolidation, merger or amalgamation of the Company Corporation with or into any other Company corporation or other entity (hereinafter collectively referred other than an amalgamation with one or more of its wholly-owned subsidiaries, or a transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to as another corporation or other entity in which the holders of Common Shares are entitled to receive shares, other securities or other property (any of such events being called a “"Capital Reorganization”"), each Warrant will after such Reorganization confer any Warrantholder who exercises the right to purchase acquire Common Shares pursuant to Warrants then held after the effective date of such Capital Reorganization will be entitled to receive, and will accept for the same aggregate consideration in lieu of the number of shares Common Shares to which such Holder was previously entitled upon such conversion, the aggregate number of shares, other securities or other securities of the Company (or of the Company’s resulting from property that such Reorganization) which the Warrant Holder holder would have been entitled to upon receive as a result of such Capital Reorganization if if, on the Warrant Holder effective date thereof, the holder had been the registered holder of the number of Common Shares to which such holder was previously entitled upon exercise of its Warrants. The Corporation will take all steps necessary to ensure that, on a shareholder at Capital Reorganization, the time Warrantholders will receive the aggregate number of such shares, other securities or other property to which they are entitled as a result of the Capital Reorganization. In any such case, if necessary, appropriate Appropriate adjustments will be made as a result of any such Capital Reorganization in the application of the provisions of set forth in this Article Four relating 5 with respect to the rights and interest interests thereafter of Warrantholders to the Holders of the Warrants so end that the provisions of set forth in this Article Four 5 will thereafter correspondingly be made applicable as nearly as may reasonably possible be in relation to any shares shares, other securities or other securities property thereafter deliverable upon the exercise of any Warrant. Prior to or concurrent with effecting a Capital Reorganization, the Corporation (or a successor corporation as contemplated in Section 9.2) will enter into an agreement supplemental hereto approved by action of the board of directors of the Corporation and by the Agent, which will set forth an appropriate adjustment to give effect to this Section 5.1(e) in which event such adjustment will for all purposes be conclusively deemed to be an appropriate adjustment, subject to the prior written consent of a Recognized Stock Exchange, if required. (f) If the purchase price provided for in any rights, options or warrants (the "Rights Offering Price") referred to in Sections 5.1(c) or 5.1(d) is decreased, the Exercise Price will forthwith be changed so as to decrease the Exercise Price to the Exercise Price that would have been obtained if the adjustment to the Exercise Price made under Section 5.1(c) or 5.1(d), as the case may be, with respect to such rights, options or warrants had been made on the basis of the Rights Offering Price as so decreased, provided that the terms of this Section 5.1(f) will not apply to any decrease in the Rights Offering Price resulting from terms in any such rights, options or warrants designed to prevent dilution except to the extent that the resulting decrease in the Exercise Price under this Section 5.1(f) would be greater than the decrease, if any, in the Exercise Price to be made under the terms of this Section 5.1 by virtue of the occurrence of the event giving rise to such decrease in the Rights Offering Price. (g) If and whenever at any time after the Reorganization date hereof and prior to the Expiry Time, any of the events set out in Sections 5.1(b), 5.1(c), or 5.1(d) occur and the occurrence of such event results in an adjustment of the Exercise Price pursuant to the provisions of this Article 5, then the number of Common Shares purchasable pursuant to the Warrants upon exercise thereof will be adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number of Common Shares then otherwise purchasable on the exercise thereof by a fraction, the numerator of which will be the Warrants. The subdivision or consolidation then applicable Exercise Price in effect immediately prior to the adjustment and the denominator of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) which will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii)Exercise Price resulting from such adjustment. (bh) The adjustments provided for In any case in which this Section 4.8 are cumulative and 5.1 requires that an adjustment will become effective immediately after the a record date orfor an event referred to herein, if no the Corporation may defer, until the occurrence of such event, issuing to the holder of any Warrant exercised after such record date is fixedand before the occurrence of such event the additional Common Shares issuable upon such exercise by reason of the adjustment required by such event, provided, however, that the effective Corporation will deliver to such holder evidence of such holder's right to receive such additional Common Shares upon the occurrence of such event and the right to receive any distributions made on such additional Common Shares declared in favour of holders of record of Common Shares on and after the date of conversion or such later date on which such holder would, but for the event which results in provisions of this Section 5.1(h), have become the holder of record of such adjustmentsadditional Common Shares.

Adjustment of Exercise Price. (a) The Exercise Price and the number of shares deliverable upon the exercise of the Warrants will be subject to adjustment in the event and in the manner following: (i) If and whenever the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares Adjustment Transaction shall ---------------------------- occur, the Exercise Price will shall be decreased adjusted by the Company upward or increased proportionately downward, as the case may be; upon , so as to fairly preserve, without dilution or inflation, the purchase rights represented by this Warrant in accordance with Section 4.1 and ----------- otherwise with the essential intent and purposes hereof. If the holder of this Warrant disputes the adjustment of the Exercise Price made by the Company and the parties cannot otherwise resolve the dispute promptly and in good faith, then the Company shall appoint an independent arbitrator of recognized standing, subject to the approval of such arbitrator by the holder of this Warrant, which approval shall not be withheld unreasonably, who shall give his opinion as to the adjustment, if any, to be made to the Exercise Price as the result of the relevant Adjustment Transaction. Upon receipt of such opinion, the Company shall promptly mail a copy thereof to the holder of this Warrant and shall make the adjustment described therein. Anything herein to the contrary notwithstanding, the Company shall not be required to make any such subdivision or consolidation adjustment of the number Exercise Price in the case of the issuance of shares deliverable of Class A Common Stock upon the exercise in whole or part of this Warrant. In case the Company after the date hereof shall propose to (i) pay any dividend payable in stock to the holders of shares of Capital Stock of the Warrants will Company or to make any other Distribution to the holders of shares of Capital Stock of the Company, (ii) offer to the holders of shares of Capital Stock of the Company rights to subscribe for or purchase any additional shares of any class of stock or any other rights or options or (iii) effect any reclassification of the Capital Stock of the Company (other than a reclassification involving merely the subdivision or combination of outstanding shares of Capital Stock of the Company), or any capital reorganization or any consolidation or merger (other than a merger in which no distribution of securities or other property is to be increased made to holders of shares of Capital Stock of the Company), or decreased proportionately any sale, transfer or other disposition of its property, assets and business as an entirety or substantially as an entirety, or the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall mail to the holder of this Warrant notice of such proposed action, which shall specify the date on which the stock transfer books of the Company shall close, or a record shall be taken, for determining the holders of Capital Stock of the Company entitled to receive such stock dividends or other Distribution or such rights or options, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, dissolution shall take place or commence, as the case may be. , and the date as of which it is expected that holders of Capital Stock of the Company of record shall be entitled to receive securities or other property deliverable upon such action, if any such date is to be fixed. Such notice shall be mailed in the case of any action covered by clause (i) or (ii) In case above at least ten (10) business days prior to the record date for determining holders of any capital reorganization or of any reclassification of the capital Capital Stock of the Company for purposes of receiving such payment or offer, or in the case of any action covered by clause (iii) above at least thirty (30) business days prior to the consolidation, merger or amalgamation date upon which such action takes place and twenty (20) business days prior to any record date to determine holders of Capital Stock of the Company with entitled to receive such securities or into other property or, in each case, such later date as shall be agreed by the holder hereof. Failure to file any other Company (hereinafter collectively referred certificate or notice or to as a “Reorganization”)mail any notice, each Warrant will after such Reorganization confer or any defect in any certificate or notice pursuant to this Section shall not affect the right to purchase legality or validity of the adjustment of the Exercise Price or the number of shares or other securities of the Company (or of the Company’s resulting from such Reorganization) which the Warrant Holder would have been entitled to purchasable upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application of the provisions exercise of this Article Four relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to Warrant, or any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii)transaction giving rise thereto. (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustments.

Adjustment of Exercise Price. (a) The Exercise Price and the number of shares deliverable upon the exercise of the Warrants will be subject to adjustment in the event and in the manner following: (i) If and whenever the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares the Exercise Price will be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be. (ii) In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other Company (hereinafter collectively referred to as a “Reorganization”), each Warrant will after such Reorganization confer the right to purchase the number of shares or other securities of the Company (or of the Company’s resulting from such Reorganization) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application of the provisions of this Article Four relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii5.8(a). (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustments.

Adjustment of Exercise Price. (ai) The Exercise Price and the number of shares deliverable upon the exercise of the Warrants will be subject to adjustment in the event and in the manner following: (i) If A. if the Company grants warrants at an Exercise Price below $0.15 per share in conjunction with a new financing transaction subsequent to the Closing Date, the Warrants granted to the Warrant Holder shall be adjusted to match the price offered in the new financing transaction. For the avoidance of doubt, this adjustment will not apply to financings entered into by the Company prior to Closing Date. B. if and whenever the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares the Exercise Price will be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be.; (ii) In C. in case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other Company (hereinafter collectively referred to as a “Reorganization”), each Warrant will after such Reorganization confer the right to purchase the number of shares or other securities of the Company (or of the Company’s resulting from such Reorganization) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application of the provisions of this Article Four Section 4 relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four Section 4 will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii)4. (bii) The adjustments provided for in this Section 4.8 4 are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustments.

Adjustment of Exercise Price. (a) The Exercise Price and the number of shares Common Shares deliverable upon the exercise of the Warrants will shall be subject to adjustment in the event and in the manner following: (i) 16.1 If and whenever the shares Shares at any time outstanding are shall be subdivided into a greater or consolidated into a lesser number of shares Shares, the Exercise Price will shall be decreased or increased proportionately proportionately, as the case may be; , and upon any such subdivision or consolidation consolidation, the number of shares Shares deliverable upon the exercise of the Warrants will shall be increased or decreased proportionately proportionately, as the case may be. (ii) 16.2 In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other company or of the sale of the assets of the Company (hereinafter collectively referred to as a “Reorganization”)or substantially as an entirety or of any other company, each Warrant will shall, after such Reorganization capital reorganization, reclassification of capital, consolidation, merger, amalgamation or sale, confer the right to purchase the that number of shares or other securities or property of the Company (or of the Company’s company resulting from such Reorganization) capital reorganization, reclassification, consolidation, merger, amalgamation or to which such sale shall be made, as the case may be, to which the Warrant Holder would have been entitled to upon Reorganization if of the Warrant Holder had been a shareholder shares deliverable at the time of such Reorganization. In capital reorganization, reclassification of capital, consolidation, merger, amalgamation or sale had the Warrants been exercised, would have been entitled on such capital reorganization, reclassification, consolidation, merger, amalgamation or sale and in any such case, if necessary, appropriate adjustments will shall be made in the application of the provisions of this Article Four relating set forth in Sections 11 to 18 hereof with respect to the rights and interest thereafter of the Holders of the Warrants so to the end that the provisions of this Article Four will set forth in Sections 11 to 18 hereof shall thereafter correspondingly be made applicable as nearly as reasonably possible may reasonable be expected in relation to any shares or other securities or property thereafter deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares the Shares at any time outstanding into a greater or lesser number of shares Shares (whether with or without par value) will shall not be deemed to be a Reorganization capital reorganization or a reclassification of the capital of the Company for the purposes of this clause 4.8(a)(ii)Section 16.2. (b) 16.3 The adjustments provided for in this Section 4.8 16 pursuant to any Warrants are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustmentscumulative.

Adjustment of Exercise Price. (ai) The Exercise Price and the number of shares deliverable upon the exercise of the Warrants will be subject to adjustment in the event and in the manner following: (i) If A. if and whenever the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares the Exercise Price will be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be.; (ii) In B. in case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other Company (hereinafter collectively referred to as a “Reorganization”), each Warrant will after such Reorganization confer the right to purchase the number of shares or other securities of the Company (or of the Company’s resulting from such Reorganization) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application of the provisions of this Article Four Section 4(h) relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four Section 4(h) will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii)clause. (bii) The adjustments provided for in this Section 4.8 4(h) are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustments.

Adjustment of Exercise Price. (a) The Exercise Price and If, at any time prior to the number of shares deliverable upon Expiry Time, the exercise of the Warrants will be subject to adjustment in the event and in the manner followingCorporation shall: (i) If and whenever subdivide the shares at any time outstanding are subdivided Common Shares into a greater or consolidated number of shares; (ii) consolidate the outstanding Common Shares into a lesser number of shares shares; or (iii) make a distribution (other than a distribution referred to in subsection 5(c) of this Warrant Certificate) to the holders of all or substantially all of the Common Shares payable in Common Shares or securities exchangeable for or convertible into Common Shares; (any such event being herein called a “Common Share Reorganization”), then the Exercise Price will shall be decreased adjusted, effective immediately after the effective date or increased proportionately as record date at which holders of Common Shares are determined for the case may be; upon any purposes of the Common Share Reorganization, by multiplying the Exercise Price in effect immediately prior to such subdivision effective date or consolidation record date by a fraction of which: A. the numerator shall be the number of shares deliverable upon Common Shares outstanding on such effective date or record date before giving effect to such Common Share Reorganization; and B. the exercise denominator shall be the number of the Warrants will be increased or decreased proportionately as the case may be. (ii) In case of any capital reorganization or of any reclassification of the capital of the Company or Common Shares outstanding immediately after giving effect to such Common Shares Reorganization, including, without limitation, in the case of the consolidationa distribution of securities exchangeable for or convertible into Common Shares, merger or amalgamation of the Company with or into any other Company (hereinafter collectively referred to as a “Reorganization”), each Warrant will after such Reorganization confer the right to purchase the number of shares or other securities of the Company (or of the Company’s resulting from such Reorganization) which the Warrant Holder Common Shares that would have been entitled to upon Reorganization outstanding if the Warrant Holder such securities had been a shareholder at exchanged for or converted into Common Shares on such date. To the time of such Reorganization. In extent that any such case, if necessary, appropriate adjustments will be made adjustment in the application Exercise Price occurs pursuant to this subsection (a) as a result of the provisions fixing by the Corporation of this Article Four relating a record date for the distribution of securities exchangeable for or convertible into Common Shares, the Exercise Price shall be readjusted immediately after the expiration of any relevant exchange or conversion right to the rights and interest thereafter of Exercise Price which would then be in effect based upon the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with Common Shares actually issued and remaining issuable pursuant to such exchangeable or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii)convertible securities after such expiration. (b) The adjustments provided If, at any time prior to the Expiry Time, the Corporation shall fix a record date for the issue to the holders of all or substantially all of the Common Shares of rights, options or warrants under which such holders are entitled, during a period expiring not more than 45 days after the record date for such issue (which period is herein called the “Rights Period”), to subscribe for or purchase Common Shares or securities exchangeable for or convertible into Common Shares at a price per share to the holder (or, in this Section 4.8 are cumulative and will become the case of securities exchangeable for or convertible into Common Shares, at an exchange or conversion price per share) of less than 95% of the Current Market Price of the Common Shares on such record date (any such event being herein called a “Rights Offering”), the Exercise Price shall be adjusted, effective immediately after the record date, to a price determined by multiplying the Exercise Price in effect on such date or, if no by a fraction of which: (i) the numerator shall be the aggregate of: A. the number of Common Shares outstanding on the record date is fixed, for the effective date of Rights Offering; and B. the event which results in such adjustments.number determined by dividing: (I) either:

Adjustment of Exercise Price. (a) The Exercise Price and the number of shares deliverable upon the exercise of the Warrants will be subject to adjustment in the event and in the manner following: (i) If and whenever the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares the Exercise Price will be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be. (ii) In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other Company (hereinafter collectively referred to as a “"Reorganization”"), each Warrant will after such Reorganization confer the right to purchase the number of shares or other securities of the Company (or of the Company’s 's resulting from such Reorganization) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application of the provisions of this Article Four relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii). (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustments.. D/VXD/888264.2

Adjustment of Exercise Price. (a) The Exercise Price and the number of shares Warrant Shares deliverable upon the exercise of the Warrants will be subject to adjustment in the event of and in the manner following: (i) If if and whenever the shares Shares at any time outstanding are subdivided into a greater greater, or consolidated into a lesser lesser, number of shares Shares, the Exercise Price will be decreased or increased proportionately as the case may be; upon . Upon any such subdivision or consolidation consolidation, the number of shares Warrant Shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be.; and (ii) In in the case of any capital reorganization or of any reclassification of the capital of the Company Issuer, or in the case of the consolidation, merger or amalgamation amalgamation, or similar transaction of the Company Issuer with or into any other Company company (hereinafter collectively referred to as in any case, a “Reorganization”), each Warrant will will, after such Reorganization Reorganization, be deemed to confer the right to purchase the number of shares Warrant Shares or other securities of the Company Issuer (or of the Company’s company resulting from such Reorganization) which the Warrant Holder would have been entitled to upon the Reorganization if the Warrant Holder had been a shareholder of the Issuer at the time of such Reorganization. . (b) In the case of any such case, if necessaryReorganization, appropriate adjustments will be made in the application of the provisions of this Article Four Section 4.6 relating to the rights and interest thereafter of the Holders of the Warrants Holder so that the provisions of this Article Four Section 4.6 will be made applicable as nearly as reasonably possible to any shares Warrant Shares or other securities deliverable after the Reorganization on the exercise of the Warrants. . (c) The subdivision or consolidation of shares Shares at any time outstanding into a greater or lesser number of shares Shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii)Section 4.6. (bd) The adjustments provided for in this Section 4.8 4.6 are cumulative and will become effective immediately after the applicable record date or, if no record date is fixed, the effective date of the event which results in such adjustments.

Adjustment of Exercise Price. (a) The Exercise Price and the number of shares Common Shares deliverable upon the exercise of the Warrants will shall be subject to adjustment in the event and in the manner following: (ia) If and whenever the shares Shares at any time outstanding are shall be subdivided into a greater or consolidated into a lesser number of shares Shares, the Exercise Price will shall be decreased or increased proportionately proportionately, as the case may be; , and upon any such subdivision or consolidation consolidation, the number of shares Shares deliverable upon the exercise of the Warrants will shall be increased or decreased proportionately proportionately, as the case may be. (iib) In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other company or of the sale of the assets of the Company (hereinafter collectively referred to as a “Reorganization”)or substantially as an entirety or of any other company, each Warrant will shall, after such Reorganization capital reorganization, reclassification of capital, consolidation, merger, amalgamation or sale, confer the right to purchase the that number of shares or other securities or property of the Company (or of the Company’s company resulting from such Reorganization) capital reorganization, reclassification, consolidation, merger, amalgamation or to which such sale shall be made, as the case may be, to which the Warrant Holder would have been entitled to upon Reorganization if of the Warrant Holder had been a shareholder shares deliverable at the time of such Reorganization. In capital reorganization, reclassification of capital, consolidation, merger, amalgamation or sale had the Warrants been exercised, would have been entitled on such capital reorganization, reclassification, consolidation, merger, amalgamation or sale and in any such case, if necessary, appropriate adjustments will shall be made in the application of the provisions of this Article Four relating set forth in Sections 12 to 19 hereof with respect to the rights and interest thereafter of the Holders of the Warrants so to the end that the provisions of this Article Four will set forth in Sections 12 to 19 hereof shall thereafter correspondingly be made applicable as nearly as reasonably possible may reasonable be expected in relation to any shares or other securities or property thereafter deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares the Shares at any time outstanding into a greater or lesser number of shares Shares (whether with or without par value) will shall not be deemed to be a Reorganization capital reorganization or a reclassification of the capital of the Company for the purposes of this clause 4.8(a)(iiSection 15(b). (bc) The adjustments provided for in this Section 4.8 15 pursuant to any Warrants are cumulative and will become effective immediately after the record date for, or, if no record date is fixed, the effective date date, of the event which results in such adjustments.

Adjustment of Exercise Price. (a) The Exercise Price exercise price and the number of common shares deliverable upon the exercise of the Warrants will be subject to adjustment in the event and in the manner following: (i) If and whenever the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares the Exercise Price exercise price will be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be. (ii) In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other Company (hereinafter collectively referred to as a “Reorganization”), each Warrant will after such Reorganization confer the right to purchase the number of shares or other securities of the Company (or of the Company’s resulting from such Reorganization) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application of the provisions of this Article Four relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii). (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustments.

Adjustment of Exercise Price. Subject to the provisions of this Article III, the Exercise Price in effect from time to time shall be subject to adjustment, as follows: (a) The In case the Company shall at any time after the date hereof (i) declare a dividend or make a distribution on the outstanding Common Stock payable in shares of its capital stock, (ii) subdivide the outstanding Common Stock into a greater number of shares, (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 in effect, and the number of shares deliverable of Common Stock issuable upon the exercise of the Warrants will be subject to adjustment in the event and in the manner following: (i) If and whenever the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares the Exercise Price will be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be. (ii) In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidationoutstanding, merger or amalgamation of the Company with or into any other Company (hereinafter collectively referred to as a “Reorganization”), each Warrant will after such Reorganization confer the right to purchase the number of shares or other securities of the Company (or of the Company’s resulting from such Reorganization) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of the record date for such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application dividend or of the provisions effective date of this Article Four relating to such subdivision, combination or reclassification, shall be proportionately adjusted so that the rights and interest thereafter of the Holders holders of the Warrants so that after such time shall be entitled to receive the provisions aggregate number and kind of this Article Four will shares which, if such Warrants had been exercised immediately prior to such time, such holders 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 applicable as nearly as reasonably possible to successively whenever any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii)event listed above shall occur. (b) The adjustments provided In case the Company shall distribute to all holders of Common Stock (including any such distribution made to the shareholders of the Company in connection with a consolidation or merger in which the Company is the continuing corporation) evidences of its indebtedness, cash or assets (other than (i) distributions and dividends referred to in Section 3.1(a) in shares of Common Stock or (ii) cash dividends paid out of retained earnings), or rights, options or warrants to subscribe for or purchase Common Stock, or securities convertible into or exchangeable for shares of Common Stock, then, in this Section 4.8 are cumulative and will become effective each case, the Exercise Price shall be reduced to the price determined by multiplying the Exercise Price in effect immediately after prior to the record date or, if no record date is fixed(the "Distribution Record Date") for the determination of shareholders entitled to receive such distribution by a fraction, the effective date numerator of which shall be the Current Market Price (as determined pursuant to Section 3.2 hereof) per share of Common Stock immediately prior to the Distribution Record Date, less the fair market value (as determined in good faith by the Board of Directors of the event Company, whose determination (as set forth in a Board resolution which results in such adjustmentsshall be filed with the Warrant Agent) shall be conclusive absent manifest error) of the portion of the evidences of indebtedness or assets so to be distributed, or of the rights, options, or warrants or convertible or exchangeable securities, or the amount of the cash, applicable to one share of Common Stock, and the denominator of which shall be the Current Market Price per share of Common Stock immediately prior to the Distribution Record Date. Such adjustment shall become effective at the close of business on the Distribution Record Date.

Adjustment of Exercise Price. (a) The Exercise Price exercise price and the number of shares deliverable upon the exercise of the Warrants will be subject to adjustment in the event events and in the manner following: (ia) If and whenever in the event of any subdivision or subdivisions of the shares of the Corporation as such shares are constituted on the Issuance Date, at any time outstanding while the Warrants are subdivided outstanding, into a greater number of shares, the Corporation will deliver at the time of purchase of shares, in addition to the number of shares in respect of which the right to purchase is then being exercised, such additional number of shares as a result from such subdivision or consolidated subdivisions without the bearer of the Warrant making any additional payment or giving any other consideration; (b) in the event of any consolidation or consolidations of the shares of the Corporation as such shares are constituted on the Issuance Date, at any time while the Warrants are outstanding, into a lesser number of shares shares, the Exercise Price Corporation will be decreased or increased proportionately as deliver and the case may be; upon any such subdivision or consolidation bearer will accept, at the time of purchase, in lieu of the number of shares deliverable upon in respect of which the exercise right to purchase is then being exercised, the lesser number of shares as a result from such consolidation or consolidations; (c) in the event of any change of the shares of the Corporation as such shares are constituted on the Issuance Date, at any time while the Warrants are outstanding, the Corporation will be increased or decreased proportionately deliver at the time of purchase the number of shares of the appropriate class resulting from such change as the case may be.bearer would have been entitled to receive in respect of the number of shares so purchased, had the right to purchase been exercised before such change; (iid) In case in the event of any capital reorganization reorganization, reclassification or change of any reclassification outstanding equity shares of the capital of the Company Corporation or in the case event of the any consolidation, merger or amalgamation of the Company Corporation with or into any other Company (hereinafter collectively referred to as a “Reorganization”)company, then the Holder of each Warrant then outstanding will after such Reorganization confer have the right to purchase and receive, in lieu of the shares receivable upon the exercise of the rights represented by the Warrants, the kind and amount of shares and other securities and property receivable upon such capital reorganization, reclassification, change, consolidation, merger or amalgamation which the Holder of a number of shares equal to the number of shares or other securities of the Company (or of the Company’s resulting from such Reorganization) which the Warrant Holder would have been entitled to receivable upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application of the provisions of this Article Four relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The rights represented by the Warrants would have received as a result of such event, but the subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (shares, whether with or without par value) , will not be deemed to be a Reorganization capital reorganization or a reclassification of the capital of the Corporation for the purposes of this clause 4.8(a)(iiparagraphs (d).; (be) The if the Corporation, at any time while the Warrants are outstanding, pays any stock dividend or stock dividends upon the shares of the Corporation in respect of which the right to purchase is then given, the Corporation will deliver at the time of purchase of shares in addition to the number of shares in respect of which the right of purchase is then being exercised, the additional number of shares of the appropriate class as would have been payable on the shares so purchased as if they had been outstanding on the record date for the payment of such stock dividend; (f) the adjustments provided for in this Section 4.8 in the subscription rights pursuant to any Warrants are cumulative and cumulative; and, (g) the Corporation will become effective immediately after the record date ornot be required to issue fractional shares in satisfaction of its obligations but, if no record date is fixedany fractional interest in a shares would, except for the provisions of this paragraph (g), be deliverable upon the exercise of Warrant, the effective date Corporation will, at its option, in lieu of delivering a fractional share, satisfy the right to receive such fractional interest by payment to the Holder of such Warrant of an amount in cash equal, computed in the case of a fraction of a cent to the next lower cent, to the current market value of the event right to subscribe for such fractional interest, computed on the basis of the last sale price of shares of the Corporation of the Nasdaq Bulletin Board preceding the day on which results in such adjustmentsexercise takes place.

Adjustment of Exercise Price. (a) The Exercise Price and the number of shares Shares deliverable upon the exercise of the Warrants will be subject to adjustment in the event and in the manner following: (i) If and whenever the shares Shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares Shares the Exercise Price will be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be. (ii) In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other Company (hereinafter hereafter collectively referred to as a “Reorganization”), each Warrant will after such Reorganization confer the right to purchase the number of shares Shares or other securities of the Company (or of the Company’s company resulting from such Reorganization) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of such the Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application of the provisions of this Article Four relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares Shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares Shares at any time outstanding into a greater or lesser number of shares Shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii). (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustments.

Adjustment of Exercise Price. (a) The Exercise Price and the number of shares Common Shares deliverable upon the exercise of the Warrants will shall be subject to adjustment in the event and in the manner following: (i) 16.1 If and whenever the shares Shares at any time outstanding are shall be subdivided into a greater or consolidated into a lesser number of shares Shares, the Exercise Price will shall be decreased or increased proportionately proportionately, as the case may be; , and upon any such subdivision or consolidation consolidation, the number of shares Shares deliverable upon the exercise of the Warrants will shall be increased or decreased proportionately proportionately, as the case may be. (ii) 16.2 In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other company or of the sale of the assets of the Company (hereinafter collectively referred to as a “Reorganization”)or substantially as an entirety or of any other company, each Warrant will shall, after such Reorganization capital reorganization, reclassification of capital, consolidation, merger, amalgamation or sale, confer the right to purchase the that number of shares or other securities or property of the Company (or of the Company’s company resulting from such Reorganization) capital reorganization, reclassification, consolidation, merger, amalgamation or to which such sale shall be made, as the case may be, to which the Warrant Holder would have been entitled to upon Reorganization if of the Warrant Holder had been a shareholder shares deliverable at the time of such Reorganization. In capital reorganization, reclassification of capital, consolidation, merger, amalgamation or sale had the Warrants been exercised, would have been entitled on such capital reorganization, reclassification, consolidation, merger, amalgamation or sale and in any such case, if necessary, appropriate adjustments will shall be made in the application of the provisions of this Article Four relating set forth in Sections 12 to 19 hereof with respect to the rights and interest thereafter of the Holders of the Warrants so to the end that the provisions of this Article Four will set forth in Sections 12 to 19 hereof shall thereafter correspondingly be made applicable as nearly as reasonably possible may reasonable be expected in relation to any shares or other securities or property thereafter deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares the Shares at any time outstanding into a greater or lesser number of shares Shares (whether with or without par value) will shall not be deemed to be a Reorganization capital reorganization or a reclassification of the capital of the Company for the purposes of this clause 4.8(a)(iiSection 16(b). (b) 16.3 The adjustments provided for in this Section 4.8 16 pursuant to any Warrants are cumulative and .and will become effective immediately after the record date for, or, if no record date is fixed, the effective date date, of the event which results in such adjustments.

Adjustment of Exercise Price. (a) The Exercise Price and the number of shares Warrant Shares deliverable upon the exercise of the Warrants will be subject to adjustment in the event of and in the manner following: (i) If if and whenever the shares Shares at any time outstanding are subdivided into a greater greater, or consolidated into a lesser lesser, number of shares Shares, the Exercise Price will be decreased or increased proportionately as the case may be; upon . Upon any such subdivision or consolidation consolidation, the number of shares Warrant Shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be.; and (ii) In in the case of any capital reorganization or of any reclassification of the capital of the Company Company, or in the case of the consolidation, merger or amalgamation of the Company Company (iii) with or into any other Company company (hereinafter collectively referred to as a “Reorganization”), each Warrant will will, after such Reorganization Reorganization, confer the right to purchase the number of shares Warrant Shares or other securities of the Company (or of the Company’s company resulting from such Reorganization) which the Warrant Holder would have been entitled to upon the Reorganization if the Warrant Holder had been a shareholder of the Company at the time of such Reorganization. . (b) In the case of any such caseReorganization, if necessary, appropriate adjustments will be made in the application of the provisions of this Article Four Section 4.6 relating to the rights and interest thereafter of the Holders of the Warrants Holder so that the provisions of this Article Four Section 4.6 will be made applicable as nearly as reasonably possible to any shares Warrant Shares or other securities deliverable after the Reorganization on the exercise of the Warrants. . (c) The subdivision or consolidation of shares Shares at any time outstanding into a greater or lesser number of shares Shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii)Section 4.6. (bd) The adjustments provided for in this Section 4.8 4.6 are cumulative and will become effective immediately after the applicable record date or, if no record date is fixed, the effective date of the event which results in such adjustments.

Adjustment of Exercise Price. Subject to provisions of this Article IV, the Exercise Price in effect from time to time shall be subject to adjustment, as follows: (a) The In case the Company shall at any time after the date hereof (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 in effect, and the number of shares deliverable of Common Stock issuable upon the exercise of the Warrants will be subject to adjustment in the event and in the manner following: (i) If and whenever the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares the Exercise Price will be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be. (ii) In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidationoutstanding, merger or amalgamation of the Company with or into any other Company (hereinafter collectively referred to as a “Reorganization”), each Warrant will after such Reorganization confer the right to purchase the number of shares or other securities of the Company (or of the Company’s resulting from such Reorganization) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of the record date for such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application dividend or of the provisions effective date of this Article Four relating to such subdivision, combination or reclassification, shall be proportionately adjusted so that the rights and interest thereafter of the Holders holders of the Warrants so that after such time shall be entitled to receive the provisions aggregate number and kind of this Article Four will shares which, if such Warrants had been exercised immediately prior to such time, such holders 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 applicable as nearly as reasonably possible to successively whenever any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii)event listed above shall occur. (b) The adjustments provided In case the Company shall distribute to all holders of Common Stock (including any such distribution made to the shareholders of the Company in connection with a consolidation or merger in which the Company is the continuing corporation) evidences of its indebtedness, cash 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 exchangeable for shares of Common Stock, then, in this Section 4.8 are cumulative and will become effective each case, the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately after prior to the record date or, if no record date is fixedfor the determination of shareholders entitled to receive such distribution by a fraction, the effective date numerator of which shall be the Current Market Price (as determined pursuant to Section 4.2 hereof) per share of Comon Stock on such record date, less the fair market value (as determined in good faith by the board of directors of the event 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 results in shall be such adjustmentsCurrent Market Price per share of Common Stock. Such adjustment shall become effective at the close of business on such record date.

Adjustment of Exercise Price. Subject to the provisions of this Article III, the Exercise Price in effect from time to time shall be subject to adjustment, as follows: (a) The In case the Company shall at any time after the date hereof (i) declare a dividend or make a distribution on the outstanding Common Stock payable in shares of its capital stock, (ii) subdivide the outstanding Common Stock into a greater number of shares, (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 in effect, and the number of shares deliverable of Common Stock issuable upon the exercise of the Warrants will be subject to adjustment in the event and in the manner following: (i) If and whenever the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares the Exercise Price will be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be. (ii) In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidationoutstanding, merger or amalgamation of the Company with or into any other Company (hereinafter collectively referred to as a “Reorganization”), each Warrant will after such Reorganization confer the right to purchase the number of shares or other securities of the Company (or of the Company’s resulting from such Reorganization) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of the record date for such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application dividend or of the provisions effective date of this Article Four relating to such subdivision, combination or reclassification, shall be proportionately adjusted so that the rights and interest thereafter of the Holders holders of the Warrants so that after such time shall be entitled to receive the provisions aggregate number and kind of this Article Four will shares which, if such Warrants had been exercised immediately prior to such time, such holders 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 applicable as nearly as reasonably possible to successively whenever any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii)event listed above shall occur. (b) The adjustments provided In case the Company shall distribute to all holders of Common Stock (including any such distribution made to the shareholders of the Company in 39 5 connection with a consolidation or merger in which the Company is the continuing corporation, but excluding any such distribution made to the shareholders of the Company in connection with a consolidation or merger in which the Company is not the continuing corporation) evidences of its indebtedness, cash or assets (other than (i) distributions and dividends referred to in Section 3.1(a) in shares of Common Stock or (ii) any non-extraordinary cash dividends paid out of retained earnings from current operations), or rights, options or warrants to subscribe for or purchase capital stock, or securities convertible into or exchangeable for shares of capital stock, then, in this each case, the Exercise Price shall be reduced (and the number of shares issuable adjusted in accordance with Section 4.8 are cumulative and will become effective 3.5) to the price determined by multiplying the Exercise Price in effect immediately after prior to the record date or(the "Distribution Record Date") for the determination of shareholders of the Company entitled to receive such distribution by a fraction, (x) the numerator of which shall be the Current Market Price (as determined pursuant to Section 3.2 hereof) per share of Common Stock immediately prior to the Distribution Record Date, less the reduction, if no record date is fixedany, in the fair value of a share of Common Stock (as reasonably determined by the Board of Directors of the Company, taking into account, where applicable, the effective date market price of the event Common Stock following the Distribution Record Date) as a result of such distribution and (y) the denominator of which results in such adjustmentsshall be the Current Market Price per share of Common Stock immediately prior to the Distribution Record Date. Such adjustment shall become effective at the close of business on the Distribution Record Date.

Adjustment of Exercise Price. (a) The Exercise Price and If, at any time prior to the number of shares deliverable upon Expiry Time, the exercise of the Warrants will be subject to adjustment in the event and in the manner followingCorporation shall: (i) If and whenever subdivide the shares at any time outstanding are subdivided Common Shares into a greater or consolidated number of shares; (ii) consolidate the outstanding Common Shares into a lesser number of shares shares; or (iii) make a distribution (other than a distribution referred to in subsection 5(c) of this Warrant Certificate) to the holders of all or substantially all of the Common Shares payable in Common Shares or securities exchangeable for or convertible into Common Shares; (any such event being herein called a “Common Share Reorganization”), then the Exercise Price will shall be decreased adjusted, effective immediately after the effective date or increased proportionately record date at which holders of Common Shares are determined for the purposes of the Common Share Reorganization, by multiplying the Exercise Price in effect immediately prior to such effective date or record date by a fraction of which: A. the numerator shall be the number of Common Shares outstanding on such effective date or record date before giving effect to such Common Share Reorganization; and B. the denominator shall be the number of Common Shares outstanding immediately after giving effect to such Common Shares Reorganization, including, without limitation, in the case of a distribution of securities exchangeable for or convertible into Common Shares, the number of Common Shares that would have been outstanding if such securities had been exchanged for or converted into Common Shares on such date. To the extent that any adjustment in the Exercise Price occurs pursuant to this subsection (a) as a result of the fixing by the Corporation of a record date for the distribution of securities exchangeable for or convertible into Common Shares, the Exercise Price shall be readjusted immediately after the expiration of any relevant exchange or conversion right to the Exercise Price which would then be in effect based upon the number of Common Shares actually issued and remaining issuable pursuant to such exchangeable or convertible securities after such expiration. (b) If, at any time prior to the Expiry Time, the Corporation shall fix a record date for the issue to the holders of all or substantially all of the Common Shares of rights, options or warrants under which such holders are entitled, during a period expiring not more than 45 days after the record date for such issue (which period is herein called the “Rights Period”), to subscribe for or purchase Common Shares or securities exchangeable for or convertible into Common Shares at a price per share to the holder (or, in the case of securities exchangeable for or convertible into Common Shares, at an exchange or conversion price per share) of less than 95% of the Current Market Price of the Common Shares on such record date (any such event being herein called a “Rights Offering”), the Exercise Price shall be adjusted, effective immediately after the record date, to a price determined by multiplying the Exercise Price in effect on such date by a fraction of which: (i) the numerator shall be the aggregate of: A. the number of Common Shares outstanding on the record date for the Rights Offering; and B. the number determined by dividing: (I) either: (x) the product of the number of Common Shares offered for issue during the Rights Period upon exercise of the rights, warrants or options under the Rights Offering and the price at which such Common Shares are offered; or (y) the product of the exchange or conversion price of the securities so offered and the number of Common Shares for or into which the securities so offered pursuant to the Rights Offering are exchangeable or convertible, as the case may be; upon any such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be. (ii) In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other Company (hereinafter collectively referred to as a “Reorganization”), each Warrant will after such Reorganization confer the right to purchase the number of shares or other securities of the Company (or of the Company’s resulting from such Reorganization) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application of the provisions of this Article Four relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii). (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustments.by:

Adjustment of Exercise Price. (a) The Exercise Price If, and whenever, after the number of shares deliverable upon ---------------------------- date hereof and prior to delivery by the Company pursuant to exercise of the Warrants will be subject to adjustment in the event and in the manner followingthis Warrant of all shares of Warrant Stock purchasable upon exercise of this Warrant: (i) If and whenever The number of outstanding shares of the Company's stock of the class at the time purchasable upon exercise of this Warrant is increased as the result of (x) a subdivision of such outstanding shares at any time outstanding are subdivided of such class into a greater or consolidated into a lesser number of shares or (y) the Exercise Price will be decreased or increased proportionately as issuance of additional shares of stock of such class in payment of a dividend declared upon the case may be; upon any outstanding shares of stock of such subdivision or consolidation class, then the number of shares deliverable of Warrant Stock at the time remaining subject to issuance upon the exercise of the Warrants will this Warrant shall thereupon be increased or proportionately, and the Exercise Price at the time in effect shall thereupon be decreased proportionately as the case may be.proportionately; or (ii) In case The number of outstanding shares of the Company's stock of the class at the time purchasable upon exercise of this Warrant is decreased as the result of a combination of outstanding shares into a smaller number of shares, then the number of shares of Warrant Stock at the time remaining subject to issuance upon exercise of this Warrant shall thereupon be decreased proportionately, and the Exercise Price at the time in effect shall thereupon be increased proportionately; or (iii) The outstanding shares of the Company's stock of the class at the time purchasable upon exercise of this Warrant are changed (including a change in par value) as the result of a reclassification (other than a reclassification resulting solely in a change to which the provisions of clause (i) or (ii) is applicable), or the Company merges with another corporation or corporations in a merger in which the Company is the resulting corporation (except a merger that does not result in a reclassification of the outstanding shares of the Company's stock of the class at the time purchasable upon exercise of this Warrant), then, thereafter, upon any exercise of this Warrant, the registered holder hereof will, at no additional cost, be entitled to receive (subject to any required action by stockholders), in lieu of the number and class of shares of stock theretofore purchasable upon such exercise, the number and class of shares of stock and/or other securities and/or property receivable, as a result of such reclassification or merger, by a holder of that number and class of shares of stock therefore purchasable upon such exercise; or (iv) Any capital reorganization or of any reclassification of the capital stock of the Company or in the case of the consolidationshall occur, merger or amalgamation of the Company with or into any other Company (hereinafter collectively referred to as a “Reorganization”), each this Warrant will after such Reorganization confer the right to purchase shall thereafter be exercisable for the number of shares of stock or other securities or property to which a holder of the number of shares of Common Stock of the Company (or issuable upon exercise of the Company’s resulting from such Reorganization) which the this Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization. In reorganization or reclassification and, in any such case, if necessary, appropriate adjustments will adjustment (as determined by the Board of Directors) shall be made in the application of the provisions of this Article Four relating herein set forth with respect to the rights and interest interests thereafter of the Holder of this Warrant to the end that the provisions set forth herein (including provisions with respect to adjustments of the Exercise Price) shall thereafter be applicable, as nearly as reasonably practicable, in relation to any shares of stock or other property thereafter deliverable upon the exercise of this Warrant; or (v) The Company shall enter into any consolidation with or merger into any other corporation wherein the Company is not the surviving corporation, or shall sell or convey (other than as collateral to secure indebtedness) its property as an entirety or substantially as an entirety, and, in connection with such consolidation, merger, sale or conveyance, shares of stock or other securities or property shall be issuable or deliverable in exchange for the Common Stock of the Company, the Holder shall thereafter be entitled to purchase (in lieu of the number of shares of Common Stock which such Holder would have been entitled to purchase immediately prior to such consolidation, merger, sale or conveyance) the shares of stock or other securities or property to which such number of shares of Common Stock would have been entitled at the time of such consolidation, merger, sale or conveyance, at an aggregate Exercise Price equal to that which would have been payable if such number of shares of Common Stock had been purchased immediately prior thereto and, in such event, appropriate provision (as determined by resolution of the Board of Directors of the Company) shall be made with respect to the rights and interests thereafter of the Holders of the Warrants so Warrant, to the end that all the provisions of this Article Four will Warrant (including adjustment provisions) shall thereafter be made applicable applicable, as nearly as reasonably possible practicable, in relation to any shares such stock or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii)property. (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustments.

Adjustment of Exercise Price. (a) The Exercise Price exercise price and the number of common shares deliverable upon the exercise of the Warrants will be subject to adjustment in the event and in the manner following: (i) If and whenever the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares the Exercise Price exercise price will be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be. (ii) In case of any capital reorganization or of any reclassification of the capital of the Company SmarTire or in the case of the consolidation, merger or amalgamation of the Company SmarTire with or into any other Company (hereinafter collectively referred to as a “"Reorganization”"), each Warrant will after such Reorganization confer the right to purchase the number of shares or other securities of the Company SmarTire (or of the Company’s SmarTire's resulting from such Reorganization) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application of the provisions of this Article Four relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii). (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustments.

Adjustment of Exercise Price. (a) The Exercise Price and If, at any time prior to the number of shares deliverable upon Expiry Time, the exercise of the Warrants will be subject to adjustment in the event and in the manner followingCompany shall: (i) If and whenever subdivide the shares at any time outstanding are subdivided Common Shares into a greater or consolidated number of shares; (ii) consolidate the outstanding Common Shares into a lesser number of shares shares; or (iii) make a distribution (other than a distribution referred to in subsections 4(b) or 4(c) of this Warrant Certificate) to the holders of all or substantially all of the Common Shares payable in Common Shares or securities exchangeable for or convertible into Common Shares; (any such event being herein called a "Common Share Reorganisation"), then the Exercise Price will shall be decreased adjusted, effective immediately after the effective date or increased proportionately as record date at which holders of Common Shares are determined for the case may be; upon any purposes of the Common Share Reorganisation, by multiplying the Exercise Price in effect immediately prior to such subdivision effective date or consolidation record date by a fraction of which: A. the numerator shall be the number of shares deliverable upon Common Shares outstanding on such effective date or record date before giving effect to such Common Share Reorganisation; and B. the exercise denominator shall be the number of the Warrants will be increased or decreased proportionately as the case may be. (ii) In case of any capital reorganization or of any reclassification of the capital of the Company or Common Shares outstanding immediately after giving effect to such Common Share Reorganisation, including, without limitation, in the case of the consolidationa distribution of securities exchangeable for or convertible into Common Shares, merger or amalgamation of the Company with or into any other Company (hereinafter collectively referred to as a “Reorganization”), each Warrant will after such Reorganization confer the right to purchase the number of shares or other securities of the Company (or of the Company’s resulting from such Reorganization) which the Warrant Holder Common Shares that would have been entitled to upon Reorganization outstanding if the Warrant Holder such securities had been a shareholder at exchanged for or converted into Common Shares on such date. To the time of such Reorganization. In extent that any such case, if necessary, appropriate adjustments will be made adjustment in the application Exercise Price occurs pursuant to this subsection (a) as a result of the provisions fixing by the Company of this Article Four relating a record date for the distribution of securities exchangeable for or convertible into Common Shares, the Exercise Price shall be readjusted immediately after the expiration of any relevant exchange or conversion right to the rights and interest thereafter of Exercise Price which would then be in effect based upon the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with Common Shares actually issued and remaining issuable pursuant to such exchangeable or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii)convertible securities after such expiration. (b) The adjustments provided If, at any time prior to the Expiry Time, the Company shall fix a record date for the issue to the holders of all or substantially all of the Common Shares of rights, options or warrants under which such holders are entitled, during a period expiring not more than 45 days after the record date for such issue (which period is herein called the "Rights Period"), to subscribe for or purchase Common Shares or securities exchangeable for or convertible into Common Shares at a price per share to the holder (or, in this Section 4.8 are cumulative and will become the case of securities exchangeable for or convertible into Common Shares, at an exchange or conversion price per share) of less than 95% of the Current Market Price (as defined below) of the Common Shares on such record date (any such event being herein called a "Rights Offering"), the Exercise Price shall be adjusted, effective immediately after the record date, to a price determined by multiplying the Exercise Price in effect on such date or, if no record date is fixed, the effective date by a fraction of the event which results in such adjustments.which:

Adjustment of Exercise Price. (a) The Exercise Price and the number of shares Common Shares deliverable upon the exercise of the Warrants will shall be subject to adjustment in the event and in the manner following: (i) 15.1 If and whenever the shares Shares at any time outstanding are shall be subdivided into a greater or consolidated into a lesser number of shares Shares, the Exercise Price will shall be decreased or increased proportionately proportionately, as the case may be; , and upon any such subdivision or consolidation consolidation, the number of shares Shares deliverable upon the exercise of the Warrants will shall be increased or decreased proportionately proportionately, as the case may be. (ii) 15.2 In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other company or of the sale of the assets of the Company (hereinafter collectively referred to as a “Reorganization”)or substantially as an entirety or of any other company, each Warrant will shall, after such Reorganization capital reorganization, reclassification of capital, consolidation, merger, amalgamation or sale, confer the right to purchase the that number of shares or other securities or property of the Company (or of the Company’s company resulting from such Reorganization) capital reorganization, reclassification, consolidation, merger, amalgamation or to which such sale shall be made, as the case may be, to which the Warrant Holder would have been entitled to upon Reorganization if of the Warrant Holder had been a shareholder shares deliverable at the time of such Reorganization. In capital reorganization, reclassification of capital, consolidation, merger, amalgamation or sale had the Warrants been exercised, would have been entitled on such capital reorganization, reclassification, consolidation, merger, amalgamation or sale and in any such case, if necessary, appropriate adjustments will shall be made in the application of the provisions of this Article Four relating set forth in Sections 12 to 19 hereof with respect to the rights and interest thereafter of the Holders of the Warrants so to the end that the provisions of this Article Four will set forth in Sections 12 to 19 hereof shall thereafter correspondingly be made applicable as nearly as reasonably possible may reasonable be expected in relation to any shares or other securities or property thereafter deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares the Shares at any time outstanding into a greater or lesser number of shares Shares (whether with or without par value) will shall not be deemed to be a Reorganization capital reorganization or a reclassification of the capital of the Company for the purposes of this clause 4.8(a)(iiSection 15(b). 15.3 In the event the Company issues any common shares or securities convertible into common shares at a price less than the Exercise Price (bthe “New Issuance Price”) while any Warrants remain outstanding and unexercised, the Exercise Price shall be reduced for any previously unexercised Warrants to the New Issuance Price. This provision does not apply to issuance of shares under options, issuance of shares under existing rights to acquire shares, nor issuance of shares for non-cash consideration 15.4 The adjustments provided for in this Section 4.8 15 pursuant to any Warrants are cumulative and .and will become effective immediately after the record date for, or, if no record date is fixed, the effective date date, of the event which results in such adjustments.

Adjustment of Exercise Price. (a) The Exercise Price exercise price and the number of common shares deliverable upon the exercise of the Warrants will be subject to adjustment in the event and in the manner following: (i) If and whenever the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares the Exercise Price exercise price will be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be. (ii) In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other Company (hereinafter collectively referred to as a “"Reorganization”"), each Warrant will after such Reorganization confer the right to purchase the number of shares or other securities of the Company (or of the Company’s 's resulting from such Reorganization) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application of the provisions of this Article Four relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii)clause. (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustments.

Adjustment of Exercise Price. (a) The Exercise Price exercise price and the number of shares deliverable upon the exercise of the Warrants will be subject to adjustment in the event events and in the manner following: (ia) If and whenever in the event of any subdivision or subdivisions of the shares of the Corporation as such shares are constituted on the Issuance Date, at any time outstanding while the Warrants are subdivided outstanding, into a greater number of shares, the Corporation will deliver at the time of purchase of shares, in addition to the number of shares in respect of which the right to purchase is then being exercised, such additional number of shares as a result from such subdivision or consolidated subdivisions without the bearer of the Warrant making any additional payment or giving any other consideration; (b) in the event of any consolidation or consolidations of the shares of the Corporation as such shares are constituted on the Issuance Date, at any time while the Warrants are outstanding, into a lesser number of shares shares, the Exercise Price Corporation will be decreased or increased proportionately as deliver and the case may be; upon any such subdivision or consolidation bearer will accept, at the time of purchase, in lieu of the number of shares deliverable upon in respect of which the exercise right to purchase is then being exercised, the lesser number of shares as a result from such consolidation or consolidations; (c) in the event of any change of the shares of the Corporation as such shares are constituted on the Issuance Date, at any time while the Warrants are outstanding, the Corporation will be increased or decreased proportionately deliver at the time of purchase the number of shares of the appropriate class resulting from such change as the case may be.bearer would have been entitled to receive in respect of the number of shares so purchased, had the right to purchase been exercised before such change; (iid) In case in the event of any capital reorganization reorganization, reclassification or change of any reclassification outstanding equity shares of the capital of the Company Corporation or in the case event of the any consolidation, merger or amalgamation of the Company Corporation with or into any other Company (hereinafter collectively referred to as a “Reorganization”)company, then the Holder of each Warrant then outstanding will after such Reorganization confer have the right to purchase and receive, in lieu of the shares receivable upon the exercise of the rights represented by the Warrants, the kind and amount of shares and other securities and property receivable upon such capital reorganization, reclassification, change, consolidation, merger or amalgamation which the Holder of a number of shares equal to the number of shares or other securities of the Company (or of the Company’s resulting from such Reorganization) which the Warrant Holder would have been entitled to receivable upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application of the provisions of this Article Four relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The rights represented by the Warrants would have received as a result of such event but the subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (shares, whether with or without par value) , will not be deemed to be a Reorganization capital reorganization or a reclassification of the capital of the Corporation for the purposes of this clause 4.8(a)(iiparagraphs (d).; (be) The if the Corporation, at any time while the Warrants are outstanding, pays any stock dividend or stock dividends upon the shares of the Corporation in respect of which the right to purchase is then given, the Corporation will deliver at the time of purchase of shares in addition to the number of shares in respect of which the right of purchase is then being exercised, the additional number of shares of the appropriate class as would have been payable on the shares so purchased as if they had been outstanding on the record date for the payment of such stock dividend; (f) the adjustments provided for in this Section 4.8 in the subscription rights pursuant to any Warrants are cumulative and cumulative; and, (g) the Corporation will become effective immediately after the record date ornot be required to issue fractional shares in satisfaction of its obligations but, if no record date is fixedany fractional interest in a shares would, except for the provisions of this paragraph (g), be deliverable upon the exercise of Warrant, the effective date Corporation will, at its option, in lieu of delivering a fractional share, satisfy the right to receive such fractional interest by payment to the Holder of such Warrant of an amount in cash equal, computed in the case of a fraction of a cent to the next lower cent, to the current market value of the event right to subscribe for such fractional interest, computed on the basis of the last sale price of shares of the Corporation of the Nasdaq Bulletin Board preceding the day on which results in such adjustmentsexercise takes place.

Adjustment of Exercise Price. (a) The If any Adjustment Transaction shall occur, the Exercise Price shall be adjusted by the Company so as to fairly preserve, without dilution, the purchase rights represented by this Warrant in accordance with Section 4.1 and otherwise with the essential intent and purposes hereof. If the holder of this Warrant disputes the adjustment of the Exercise Price made by the Company and the parties cannot otherwise resolve the dispute promptly and in good faith, then the Company shall appoint a firm of independent public accountants of recognized national standing (which may be the regular auditors of the Company), which shall give their opinion as to the adjustment, if any, to be made to the Exercise Price as the result of the relevant Adjustment Transaction. Upon receipt of such opinion, the Company shall promptly mail a copy thereof to the holder of this Warrant and shall make the adjustment described therein. (For illustrative purposes, but without limiting the requirements set forth above, there are attached hereto as Exhibit 4.2 the mathematical formulas that would be used to calculate the adjusted Exercise Price in the case of an issuance of Common Stock for less than the greater of (i) the Exercise Price per share then in effect or (ii) the then Fair Value per share.) Anything herein to the contrary notwithstanding, the Company shall not be required to make any adjustment of the Exercise Price in the case of (i) the issuance of shares of Common Stock upon the exercise in whole or part of this Warrant or (ii) the issuance of shares of Common Stock pursuant to a rights offering in which the holder hereof elects to participate as if this Warrant had been exercised and such holder were, at the time of any such rights offering, then a holder of that number of shares deliverable upon of Common Stock to which such holder is then entitled on the exercise of hereof. In case the Warrants will be subject Company after the date hereof shall propose to adjustment in the event and in the manner following: (i) If and whenever pay any dividend payable in stock to the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number holders of shares of Common Stock or to make any other Distribution to the Exercise Price will holders of shares of Common Stock, (ii) offer to the holders of shares of Common Stock rights to subscribe for or purchase any additional shares of any class of stock or any other rights or options or (iii) effect any reclassification of the Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock), or any capital reorganization or any consolidation or merger (other than a merger in which no distribution of securities or other property is to be decreased made to holders of shares of Common Stock), or increased proportionately any sale, transfer or other disposition of its property, assets and business as an entirety or substantially as an entirety, or the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall mail to the holder of this Warrant notice of such proposed action, which shall specify the date on which the stock transfer books of the Company shall close, or a record shall be taken, for determining the holders of Common Stock entitled to receive such stock dividends or other Distribution or such rights or options, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, dissolution or winding up shall take place or commence, as the case may be; , and the date as of which it is expected that holders of Common Stock of record shall be entitled to receive securities or other property deliverable upon such action, if any such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will date is to be increased or decreased proportionately as fixed. Such notice shall be mailed in the case may be. of any action covered by clause (i) or (ii) In case above at least ten (10) days prior to the record date for determining holders of any capital reorganization Common Stock for purposes of receiving such payment or of any reclassification of the capital of the Company offer, or in the case of any action covered by clause (iii) above at least thirty (30) days prior to the consolidationdate upon which such action takes place and twenty (20) days prior to any record date to determine holders of Common Stock entitled to receive such securities or other property. Failure to file any certificate or notice or to mail any notice, merger or amalgamation any defect in any certificate or notice pursuant to this Section shall not affect the legality or validity of the Company with adjustment of the Exercise Price or into any other Company (hereinafter collectively referred to as a “Reorganization”), each Warrant will after such Reorganization confer the right to purchase the number of shares or other securities of the Company (or of the Company’s resulting from such Reorganization) which the Warrant Holder would have been entitled to purchasable upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application of the provisions exercise of this Article Four relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to Warrant, or any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii)transaction giving rise thereto. (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustments.