Common use of Adjustment of Exercise Price Clause in Contracts

Adjustment of Exercise Price. Subject to Section 3(f)(iv), in the event the Company shall, at any time and from time to time while any of the Warrants is outstanding, issue or sell Additional Shares of Common Stock for a consideration per share, as determined by such consideration’s Fair Market Value in accordance with Section 3(f)(ii), less than the Exercise Price in effect immediately prior to such issuance (a “Below Exercise Price Issuance”), then, effective immediately upon the date of such Below Exercise Price Issuance: (A) the Exercise Price in effect immediately after such Below Exercise Price Issuance shall be reduced so that the same shall equal the price determined by multiplying the Exercise Price in effect immediately prior to such Below Exercise Price Issuance by a fraction: (1) the numerator of which shall be the sum of (a) the number of shares of Common Stock outstanding immediately prior to such Below Exercise Price Issuance; plus (b) (x) the Fair Market Value of the aggregate consideration received by the Company in respect of such Below Exercise Price Issuance, divided by (y) the Exercise Price in effect immediately prior to such Below Exercise Price Issuance, and (2) the denominator of which shall be the sum of (a) the number of shares of Common Stock outstanding immediately prior to such Below Exercise Price Issuance, plus (b) the number of such Additional Shares of Common Stock issued in such Below Exercise Price Issuance; and (B) the number of Warrant Shares issuable upon exercise of this Warrant shall be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price immediately prior to the adjustment pursuant to Section 3(f)(iii)(A) and (B) the denominator of which shall be the Exercise Price immediately after such adjustment.

Adjustment of Exercise Price. Subject NUMBER OF SHARES OR NUMBER OF RIGHTS. The Exercise Price, the number and kind of shares or other property covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 3(f)(iv)11. (a) (i) Anything in this Agreement to the contrary notwithstanding, in the event the Company shall, shall at any time and from time to time while after the date of this Agreement (A) declare a dividend on the Preferred Shares payable in Preferred Shares, (B) subdivide the outstanding Preferred Shares, (C) combine the outstanding Preferred Shares (by reverse stock split or otherwise) into a smaller number of Preferred Shares, or (D) issue any shares of its capital stock in a reclassification of the Warrants Preferred Shares (including any such reclassification in connection with a consolidation or merger in which the Company is outstanding, issue the continuing or sell Additional Shares of Common Stock for a consideration per share, as determined by such consideration’s Fair Market Value in accordance with Section 3(f)(iisurviving corporation), less than then, in each such event, except as otherwise provided in this Section 11 and Section 7(e) hereof: (1) the Exercise Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification shall be adjusted so that the Exercise Price thereafter shall equal the result obtained by dividing the Exercise Price in effect immediately prior to such issuance time by a fraction (a “Below Exercise Price Issuance”the "ADJUSTMENT FRACTION"), then, effective immediately upon the date of such Below Exercise Price Issuance: (A) the Exercise Price in effect immediately after such Below Exercise Price Issuance shall be reduced so that the same shall equal the price determined by multiplying the Exercise Price in effect immediately prior to such Below Exercise Price Issuance by a fraction: (1) the numerator of which shall be the sum of (a) the total number of Preferred Shares (or shares of Common Stock capital stock issued in such reclassification of the Preferred Shares) outstanding immediately prior to following such Below Exercise Price Issuance; plus (b) (x) the Fair Market Value of the aggregate consideration received by the Company in respect of such Below Exercise Price Issuance, divided by (y) the Exercise Price in effect immediately prior to such Below Exercise Price Issuance, time and (2) the denominator of which shall be the sum of (a) the total number of shares of Common Stock Preferred Shares outstanding immediately prior to such Below Exercise Price Issuancetime; PROVIDED, plus HOWEVER, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of such Right; and (b2) the number of one-thousandths of a Preferred Share (or share of such Additional Shares other capital stock) issuable upon the exercise of Common Stock issued in such Below Exercise Price Issuance; and (B) each Right shall equal the number of Warrant Shares one-thousandths of a Preferred Share (or share of such other capital stock) as was issuable upon exercise of this Warrant shall be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price Right immediately prior to the occurrence of the event described in clauses (A)-(D) of this Section 11(a)(i), multiplied by the Adjustment Fraction; provided, however, that, no such adjustment shall be made pursuant to this Section 3(f)(iii)(A11(a)(i) and to the extent that there shall have simultaneously occurred an event described in clause (A), (B), (C) or (D) of Section 11(n) with a proportionate adjustment being made thereunder. Each Common Share that shall become outstanding after an adjustment has been made pursuant to this Section 11(a)(i) shall have associated with it the denominator number of which shall be Rights, exercisable at the Exercise Price and for the number of one-thousandths of a Preferred Share (or shares of such other capital stock) as one Common Share has associated with it immediately after such adjustmentfollowing the adjustment made pursuant to this Section 11(a)(i).

Adjustment of Exercise Price. Subject The Exercise Price and the Warrant Shares are subject to adjustment from time to time as set forth in this Section 3(f)(iv), in the event 7. (a) In case the Company shall, while any Warrants remain outstanding and unexpired, (i) declare a dividend or make a distribution on its outstanding Common Stock in Common Stock, (ii) subdivide or reclassify its outstanding Common Stock into a greater number of shares, (iii) combine or reclassify its outstanding Common Stock into a smaller number of shares, or (iv) enter into any transaction whereby the outstanding shares of Common Stock are at any time and from time to time while any changed into or exchanged for a different number or kind of shares or other securities of the Warrants is outstandingCompany or of another entity through reorganization, issue merger, consolidation, liquidation or sell Additional Shares of Common Stock for a consideration per sharerecapitalization, as determined by such consideration’s Fair Market Value then an appropriate adjustment in accordance with Section 3(f)(ii), less than the Exercise Price in effect immediately prior to such issuance (a “Below Exercise Price Issuance”), then, effective immediately upon the date of such Below Exercise Price Issuance: (A) the Exercise Price in effect immediately after such Below Exercise Price Issuance shall be reduced so that the same shall equal the price determined by multiplying the Exercise Price in effect immediately prior to such Below Exercise Price Issuance by a fraction: (1) the numerator of which shall be the sum of (a) the number of shares of Common Stock outstanding immediately prior to (or other securities for which such Below Exercise Price Issuance; plus (bshares of Common Stock have previously been exchanged or converted) (x) purchasable under the Fair Market Value of the aggregate consideration received by the Company in respect of such Below Exercise Price Issuance, divided by (y) Warrants shall be made and the Exercise Price in effect at the time of the record date for such dividend or distribution or of the effective date of such subdivision, combination, reclassification, reorganization, merger, consolidation, liquidation or recapitalization shall be proportionately adjusted so that the holder of this warrant exercised after such date shall be entitled to receive the aggregate number and kind of shares or other securities which, if the Warrant had been exercised by such holder immediately prior to such Below date, the holder would have been entitled to receive upon such dividend, distribution, subdivision, combination, reclassification, reorganization, merger, consolidation, liquidation or recapitalization. For example, if the Company declares a two-for-one stock subdivision (split) and the Exercise Price Issuance, hereof immediately prior to such event was $10.00 and (2) the denominator of which shall be the sum of (a) the number of shares of Common Stock outstanding immediately prior to such Below issuable upon exercise of the Warrant was 20, the adjusted Exercise Price Issuance, plus immediately after such event would be $5.00 and the adjusted number of shares of Common Stock issuable upon exercise of the Warrant would be 40. Any such adjustment shall be made successively whenever any event listed above shall occur. (b) No adjustment in the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of such Additional Shares shares of Common Stock issued purchasable upon the exercise of each Warrant; provided, however, that any adjustments which by reason of this Section 7(b) are not required to be made shall be carried forward and taken into account in such Below any subsequent adjustment(s). All calculations shall be made to the nearest one hundredth (1/100) of a share. (c) When a specified event requiring an adjustment occurs, the Company shall promptly prepare a certificate setting forth, as applicable: (i) the Exercise Price Issuance; and of each Warrant, and (Bii) the number of Warrant Shares issuable upon exercise covering each Warrant, each as adjusted, and a brief statement of this Warrant shall be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price immediately prior to the adjustment pursuant to Section 3(f)(iii)(A) and (B) the denominator of which shall be the Exercise Price immediately after facts accounting for such adjustment. The Company shall promptly file with the Warrant Agent and with each transfer agent for the Common Stock a copy of such certificate and instruct the Warrant Agent to mail a brief summary thereof to each Holder.

Adjustment of Exercise Price. Subject The Exercise Price as defined in Section 1 shall be subject to Section 3(f)(iv), in the event the Company shall, at any time and adjustment from time to time while as follows: (a) If the Company after the date hereof shall (i) pay a dividend or make a distribution to holders of any class of capital stock in shares of Common Stock, (ii) split or otherwise subdivide the Warrants is outstandingoutstanding shares of Common Stock, issue or sell Additional Shares (iii) combine the outstanding shares of Common Stock for into a consideration per sharesmaller number of shares, as determined by then in any such consideration’s Fair Market Value in accordance with Section 3(f)(ii), less than case the Exercise Price in effect immediately prior thereto shall be adjusted to a price obtained by multiplying such issuance (a “Below Exercise Price Issuance”), then, effective immediately upon by a fraction of which the date of such Below Exercise Price Issuance: (A) the Exercise Price in effect immediately after such Below Exercise Price Issuance numerator shall be reduced so that the same shall equal the price determined by multiplying the Exercise Price in effect immediately prior to such Below Exercise Price Issuance by a fraction: (1) the numerator of which shall be the sum of (a) the number of shares of Common Stock outstanding immediately prior to such Below Exercise Price Issuance; plus (b) (x) the Fair Market Value of the aggregate consideration received by the Company in respect of such Below Exercise Price Issuance, divided by (y) the Exercise Price in effect immediately prior to such Below Exercise Price Issuance, action and (2) the denominator of which shall be the sum of (a) the number of shares of Common Stock outstanding immediately prior after giving effect to such Below Exercise Price Issuanceaction. An adjustment made pursuant to clause (i) of this subsection (a) shall become effective retroactively immediately after the Record Date for such dividend or distribution, plus and an adjustment made pursuant to clause (ii) or (iii) of this subsection (a) shall become effective immediately after the effective date of such subdivision or combination. (b) If the Company after the date hereof shall issue rights, options or warrants to holders of any class of capital stock to subscribe for or purchase shares of Common Stock or securities convertible into Common Stock at a price per share less than the Applicable Price per share on the issuance date thereof, the Exercise Price in effect immediately prior thereto shall be adjusted to a price obtained by multiplying such Exercise Price by a fraction of which (i) the numerator shall be the number of such Additional Shares shares of Common Stock issued in outstanding on the date of issuance of such Below Exercise Price Issuance; and (B) rights, options or warrants plus the number of Warrant Shares issuable upon exercise shares of the class of Common Stock subject to such rights, options or warrants, which the aggregate consideration for the total number of shares to be so offered would purchase at the Applicable Price of a share of the class of Common Stock subject to such rights, options or warrants, and (ii) the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights, options or warrants plus the number of additional shares of Common Stock to be offered for subscription or purchase; provided, however, that no adjustment shall be made if the Company issues or distributes to the Holder the rights, options or warrants which the Holder would have been entitled to receive had this Warrant been exercised prior to the Record Date (and, if applicable, had this Warrant been exercisable for the class of Common Stock receiving such issuance or distribution). Any such adjustments shall be made whenever such rights, options or warrants are issued and shall become effective retroactively immediately after the Record Date for the determination of stockholders entitled to receive such rights, options or warrants, unless such rights, options or warrants are not immediately exercisable, in which case any such adjustments shall be made at such time such rights, options or warrants become exercisable. Upon expiration of the period during which any such rights, options or warrants may be exercised, any adjustment previously made pursuant to the foregoing provisions shall be recalculated to take into consideration only those rights, options or warrants actually exercised during the applicable period for exercise and notice of any such further adjustment to the Exercise Price shall be given to Holder as herein provided. (c) If the Company after the date hereof shall issue or distribute to holders of any class of Common Stock or any class of capital stock that is convertible into Common Stock evidences of its indebtedness, cash or other assets, shares of capital stock of any class or any other securities (other than the Common Stock) or rights to subscribe therefor (excluding those referred to in subsection (b) above), in each such case the Exercise Price in effect immediately prior thereto shall be adjusted to a price obtained by multiplying such number Exercise Price by a fraction: fraction of which (Ai) the numerator of which shall be the Exercise Price immediately sum of the amount, for each class of Common Stock then outstanding, of the Fair Market Value per share of such class of Common Stock, multiplied by the number of outstanding shares of such class of Common Stock, in each case on the Record Date, less the Fair Market Value of the assets, cash or evidences of indebtedness so distributed, or shares of capital stock or other securities or rights to subscribe therefor so issued, and (ii) the denominator shall be the sum of the amount, for each class of Common Stock then outstanding, of the Fair Market Value per share of such class of Common Stock, multiplied by the number of outstanding shares of such class of Common Stock, in each case on the Record Date; provided, however, that no adjustment shall be made if the Company issues or distributes to the Holder the evidence of indebtedness, cash, other assets, capital stock or other securities or subscription rights referred to above in this subsection (c) that the Holder would have been entitled to receive had this Warrant been exercised in full prior to the Record Date (and, if applicable, had this Warrant been exercisable for the class of capital stock receiving such issuance or distribution). The Company shall provide the Holder, upon receipt of a written request therefor, with copies of any indenture or other instruments defining the rights of the holders of any indebtedness, assets, capital stock or other securities or subscription rights referred to in this subsection 5.1(c). Any such adjustment shall be made whenever any such distribution is made, and shall become effective retroactively immediately after the Record Date. Upon expiration of the period during which any subscription rights granted pursuant to this subsection (c) may be exercised, any adjustment previously made pursuant to the foregoing provisions shall be recalculated to take into consideration only those subscription rights actually exercised during the applicable period for exercise and notice of any such further adjustment to the Exercise Price shall be given to the Holder as herein provided. (d) For purposes of Sections 5.1(a), 5.1(b) and 5.1(c), any dividend or distribution to which Section 3(f)(iii)(A5.1(c) is applicable that also includes shares of Common Stock, a subdivision of Common Stock or a combination of Common Stock to which Section 5.1(a) applies, or rights or warrants to subscribe for or purchase shares of Common Stock to which Section 5.1(b) applies (or any combination thereof), shall be deemed instead to be: (i) a dividend or distribution of the evidences of indebtedness, cash, other assets, shares of capital stock, other securities or subscription rights, other than such shares of Common Stock, such subdivision or combination or such rights, options or warrants to which Sections 5.1(a) and 5.1(b) apply, respectively (and any Exercise Price reduction required by Section 5.1(c) with respect to such dividend or distribution shall then be made), immediately followed by (ii) a dividend or distribution of such shares of Common Stock, such subdivision or combination or such rights, options or warrants to which Sections 5.1(a) and 5.1(b) apply (and any further Exercise Price reduction required by Sections 5.1(a) and (Bb) with respect to such actions shall then be made). (e) In case a tender or exchange offer (other than an odd lot offer) by the Company for any Common Stock is consummated at a price in excess of the Market Price of the Common Stock subject to such tender or exchange offer at the expiration of such tender or exchange offer, the Exercise Price in effect immediately prior thereto shall be adjusted to a price obtained by multiplying such Exercise Price by a fraction of which (i) the numerator shall be such Market Price, less the amount of the excess of the value of the tender or exchange offer price over the Market Price, and (ii) the denominator of which shall be the Exercise Price Market Price, such adjustment to become effective immediately after prior the opening of business on the day following such adjustmentdate of expiration.

Adjustment of Exercise Price. Subject to Section 3(f)(iv), The Exercise Price in the event the Company shall, at any time and effect from time to time while any of the Warrants is outstanding, issue or sell Additional Shares of Common Stock for a consideration per shareshall be subject to adjustment, as determined by such consideration’s Fair Market Value in accordance with Section 3(f)(ii), less than the Exercise Price in effect immediately prior to such issuance (a “Below Exercise Price Issuance”), then, effective immediately upon the date of such Below Exercise Price Issuancefollows: (Aa) In case the Company shall (i) declare a dividend or make a distribution on the outstanding shares of its capital stock that is payable in shares of its Common Stock, (ii) subdivide, split or reclassify the outstanding shares of its Common Stock into a greater number of shares of the same class, or (iii) combine or reclassify the outstanding shares of its Common Stock into a smaller number of shares of the same class, the Exercise Price in effect immediately after the record date for such Below Exercise Price Issuance dividend or distribution or the effective date of such subdivision, combination or reclassification shall be reduced adjusted so that the same it shall equal the price determined by multiplying the Exercise Price in effect immediately prior to such Below Exercise Price Issuance thereto by a fraction: (1) , of which the numerator of which shall be the sum of (a) the number of shares of Common Stock outstanding immediately prior to before such Below Exercise Price Issuance; plus (b) (x) the Fair Market Value of the aggregate consideration received by the Company in respect of such Below Exercise Price Issuancedividend, divided by (y) the Exercise Price in effect immediately prior to such Below Exercise Price Issuancedistribution, split, subdivision, combination or reclassification, and (2) of which the denominator of which shall be the sum of (a) the number of shares of Common Stock outstanding immediately prior to after such Below Exercise Price Issuancedividend, plus (b) the number of such Additional Shares distribution, split, subdivision, combination or reclassification. Any shares of Common Stock issued issuable in such Below Exercise Price Issuance; and (B) the number payment of Warrant Shares issuable upon exercise of this Warrant a dividend shall be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price deemed to have been issued immediately prior to the record date for such dividend for purposes of calculating the number of outstanding shares of Common Stock of the Company under this Section 6. Such adjustment pursuant shall be made successively upon the occurrence of each event specified above, but any such adjustment shall be effective only upon the effective date of such dividend, distribution, split, subdivision, combination or reclassification. (b) In case the Company fixes a record date for the issuance to Section 3(f)(iii)(Aholders of its Common Stock of rights, options, warrants or convertible or exchangeable securities generally entitling such holders to subscribe for or purchase shares of Common Stock at a price per share less than the Current Market Price (as such term is defined in Subsection 6.1(e) and (Bhereof) per share of Common Stock on such record date, the denominator Exercise Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding on such record date plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the Current Market Price per share, and of which the denominator shall be the number of shares of Common Stock outstanding on such Record Date plus the number of additional shares of Common Stock offered for subscription or purchase. Such adjustment shall be effective on the effective date of such issue and shall be made successively on each date whenever a record date is fixed. (c) In case the Company fixes a record date for the making of a distribution to all holders of shares of its Common Stock of (i) of shares of any class of capital stock other than its Common Stock or (ii) of evidences of its indebtedness or (iii) of assets (other than dividends or distributions referred to in Subsection 6.1(a) hereof) or (iv) of rights, options, warrants or convertible or exchangeable securities (excluding those rights, options, warrants or convertible or exchangeable securities referred to in Subsection 6.1(b) hereof), then in each such case the Exercise Price in effect immediately after thereafter shall be determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which the numerator shall be the total number of shares of Common Stock outstanding on such adjustmentrecord date multiplied by the Current Market Price (as such term is defined in Subsection 6.1(e) hereof) per share on such record date, less the aggregate fair value as determined in good faith by the Board of Directors of the Company of said shares or evidences of indebtedness or assets or rights, options, warrants or convertible or exchangeable securities so distributed, and of which the denominator shall be the total number of shares of Common Stock outstanding on such record date multiplied by such Current Market Price per share. Such adjustment shall be effective on the date of such distribution and shall be made successively each time such a record date is fixed. In the event that such distribution is not so made, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed. (d) In the event of any merger, consolidation or sale of substantially all the assets of the Company resulting in any distribution to the Company’s stockholders on or before the Termination Date, shall have the right to exercise this Warrant commencing at such time through the Termination Date which shall entitle the Holder to receive, in lieu of Warrant Shares, the kind and amount of securities and property (including cash) receivable by a holder of the number of shares of Warrant Shares into which this Warrant might have been exercisable immediately prior thereto. (e) For the purpose of any computation under Subsection 6.1(b) or 6.1(c) hereof, the “Current Market Price” per share at any date (the “Computation Date”) shall be deemed to be the average of the daily Current Market Value over 20 consecutive trading days ending the trading day before such date. (f) All calculations under this Section 6.1 shall be made to the nearest cent.

Adjustment of Exercise Price. Subject NUMBER OF SHARES OR NUMBER OF RIGHTS. The Exercise Price, the number and kind of shares or other property covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 3(f)(iv)11. (a) (i) Anything in this Agreement to the contrary notwithstanding, in the event that the Company shall, shall at any time and from time to time while after the date of this Agreement (A) declare a dividend on the Preferred Shares payable in Preferred Shares, (B) subdivide the outstanding Preferred Shares, (C) combine the outstanding Preferred Shares (by reverse stock split or otherwise) into a smaller number of Preferred Shares, or (D) issue any shares of its capital stock in a reclassification of the Warrants Preferred Shares (including any such reclassification in connection with a consolidation or merger in which the Company is outstanding, issue the continuing or sell Additional Shares of Common Stock for a consideration per share, as determined by such consideration’s Fair Market Value in accordance with Section 3(f)(iisurviving corporation), less than then, in each such event, except as otherwise provided in this Section 11 and Section 7(e) hereof: (1) the Exercise Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification shall be adjusted so that the Exercise Price thereafter shall equal the result obtained by dividing the Exercise Price in effect immediately prior to such issuance time by a fraction (a “Below Exercise Price Issuance”the "ADJUSTMENT FRACTION"), then, effective immediately upon the date of such Below Exercise Price Issuance: (A) the Exercise Price in effect immediately after such Below Exercise Price Issuance shall be reduced so that the same shall equal the price determined by multiplying the Exercise Price in effect immediately prior to such Below Exercise Price Issuance by a fraction: (1) the numerator of which shall be the sum of (a) the total number of Preferred Shares (or shares of Common Stock capital stock issued in such reclassification of the Preferred Shares) outstanding immediately prior to following such Below Exercise Price Issuance; plus (b) (x) the Fair Market Value of the aggregate consideration received by the Company in respect of such Below Exercise Price Issuance, divided by (y) the Exercise Price in effect immediately prior to such Below Exercise Price Issuance, time and (2) the denominator of which shall be the sum of (a) the total number of shares of Common Stock Preferred Shares outstanding immediately prior to such Below Exercise Price Issuancetime; PROVIDED, plus HOWEVER, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of such Right; and (b2) the number of one-thousandths of a Preferred Share (or share of such Additional Shares other capital stock) issuable upon the exercise of Common Stock issued in such Below Exercise Price Issuance; and (B) each Right shall equal the number of Warrant Shares one-thousandths of a Preferred Share (or share of such other capital stock) as was issuable upon exercise of this Warrant shall be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price Right immediately prior to the occurrence of the event described in clauses (A)-(D) of this Section 11(a)(i), multiplied by the Adjustment Fraction; provided, however, that, no such adjustment shall be made pursuant to this Section 3(f)(iii)(A11(a)(i) and to the extent that there shall have simultaneously occurred an event described in clause (A), (B), (C) or (D) of Section 11(n) with a proportionate adjustment being made thereunder. Each Common Share that shall become outstanding after an adjustment has been made pursuant to this Section 11(a)(i) shall have associated with it the denominator number of which shall be Rights, exercisable at the Exercise Price and for the number of one-thousandths of a Preferred Share (or shares of such other capital stock) as one Common Share has associated with it immediately after such adjustmentfollowing the adjustment made pursuant to this Section 11(a)(i).

Adjustment of Exercise Price. Subject The Exercise Price, as defined in Section 1, shall be subject to Section 3(f)(iv), in the event the Company shall, at any time and adjustment from time to time while as follows: (a) If the Company after the date hereof shall (i) pay a dividend or make a distribution to all holders of any of the Warrants is outstanding, issue or sell Additional Shares class of Common Stock for with respect to such holders' Common Stock and in shares of Common Stock, (ii) split or otherwise subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding shares of Class A Common Stock into a consideration per sharesmaller number of shares, as determined by then in any such consideration’s Fair Market Value in accordance with Section 3(f)(ii), less than case the Exercise Price in effect immediately prior thereto shall be adjusted to a price obtained by multiplying such issuance (a “Below Exercise Price Issuance”), then, effective immediately upon by a fraction of which the date of such Below Exercise Price Issuance: (A) the Exercise Price in effect immediately after such Below Exercise Price Issuance numerator shall be reduced so that the same shall equal the price determined by multiplying the Exercise Price in effect immediately prior to such Below Exercise Price Issuance by a fraction: (1) the numerator of which shall be the sum of (a) the number of shares of Common Stock outstanding immediately prior to such Below Exercise Price Issuance; plus (b) (x) the Fair Market Value of the aggregate consideration received by the Company in respect of such Below Exercise Price Issuance, divided by (y) the Exercise Price in effect immediately prior to such Below Exercise Price Issuance, action and (2) the denominator of which shall be the sum of (a) the number of shares of Common Stock outstanding immediately prior after giving effect to such Below Exercise Price Issuanceaction. An adjustment made pursuant to clause (i) of this subsection (a) shall become effective retroactive to the date immediately after the Record Date for such dividend or distribution, plus and an adjustment made pursuant to clause (ii) or (iii) of this subsection (a) shall become effective immediately after the effective date of such subdivision or combination. (b) If the Company after the date hereof shall issue rights, options or warrants to all holders of any class of Common Stock with respect to such holders' Common Stock to subscribe for or purchase shares of Common Stock or securities convertible into Common Stock at a price per share less than the Applicable Price per share on the issuance date thereof, the Exercise Price in effect immediately prior thereto shall be adjusted to a price obtained by multiplying such Exercise Price by a fraction of which (i) the numerator shall be the number of such Additional Shares shares of Common Stock issued in outstanding on the date of issuance of such Below Exercise Price Issuance; and (B) rights, options or warrants plus the number of Warrant Shares issuable upon exercise shares of the class of Common Stock subject to such rights, options or warrants which the aggregate consideration for the total number of shares so to be offered would purchase at the Applicable Price of a share of the class of Common Stock subject to such rights, options or warrants, and (ii) the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights, options or warrants plus the number of additional shares of Common Stock to be offered for subscription or purchase; provided, however, that no adjustment shall be made if the Company issues or distributes to the Holder the rights, options or warrants which the Holder would have been entitled to receive had this Warrant been exercised prior to the Record Date (and, if applicable, had this Warrant been exercisable for the class of Common Stock receiving such issuance or distribution). Any such adjustments shall be made whenever such rights, options or warrants are issued to all holders of any class of Common Stock with respect to such holders' Common Stock and shall become effective retroactive to the date immediately after the Record Date for the determination of stockholders entitled to receive such rights, options or warrants unless such rights, options or warrants are not immediately exercisable, in which case, any such adjustments shall be made at such time such rights, options or warrants become exercisable. Upon expiration of the period during which any such rights, options or warrants may be exercised, any adjustment previously made pursuant to the foregoing provisions shall be recalculated to take into consideration only those rights, options or warrants actually exercised during the applicable period for exercise and notice of any such further adjustment to the Exercise Price shall be given to Holder as herein provided. (c) If the Company after the date hereof shall issue or distribute to all holders of any class of Common Stock (or any class of capital stock that is convertible into Common Stock) with respect to such holders' Common Stock (or such other capital stock) evidences of its indebtedness, cash, or other assets, shares of capital stock of any class or any other securities (other than the Common Stock) or rights to subscribe therefor (excluding those referred to in subsection (b) above), in each such case the Exercise Price in effect immediately prior thereto shall be adjusted to a price obtained by multiplying such number Exercise Price by a fraction: fraction of which (Ai) the numerator of which shall be the difference between (x) the amount, for each class of Common Stock then outstanding, of the Fair Market Value per share of such class of Common Stock, multiplied by the number of outstanding shares of such class of Common Stock, in each case on the Record Date, and (y) the Fair Market Value of the assets, cash or evidences of indebtedness so distributed, or shares of capital stock or other securities or rights to subscribe therefor so issued, and (ii) the denominator shall be product of the amount, for each class of Common Stock then outstanding, of the Fair Market Value per share of such class of Common Stock, multiplied by the number of outstanding shares of such class of Common Stock, in each case on the Record Date; provided, however, that no adjustment shall be made if the Company issues or distributes to the Holder the evidence of indebtedness, cash, other assets, capital stock or other securities or subscription rights referred to above in this subsection (c) that the Holder would have been entitled to receive had this Warrant been exercised in full prior to the Record Date (and, if applicable, had this Warrant been exercisable for the class of Common Stock or such other class of capital stock that is convertible into Common Stock receiving such issuance or distribution). The Company shall provide the Holder, upon receipt of a written request therefor, with any indenture or other instrument defining the rights of the holders of any indebtedness, assets, capital stock or other securities or subscription rights referred to in this subsection 5.1(c). Any such adjustment shall be made whenever any such distribution is made, and shall become effective retroactive to the date immediately after the Record Date. Upon expiration of the period during which any subscription rights granted pursuant to this subsection (c) may be exercised, any adjustment previously made pursuant to the foregoing provisions shall be recalculated to take into consideration only those subscription rights actually exercised during the applicable period for exercise and notice of any such further adjustment to the Exercise Price shall be given to the Holder as herein provided. (d) For purposes of Sections 5.1(a), 5.1(b) and 5.1(c), any dividend or distribution to which Section 5.1(c) is applicable that also includes shares of Common Stock, a subdivision of Common Stock or a combination of Common Stock to which Section 5.1(a) applies, or rights or warrants to subscribe for or purchase shares of Common Stock to which Section 5.1(b) applies (or any combination thereof), shall be deemed instead to be: (i) a dividend or distribution of the evidences of indebtedness, cash, other assets, shares of capital stock, other securities or subscription rights, other than such shares of Common Stock, such subdivision or combination or such rights, options or warrants to which Sections 5.1(a) and 5.1(b) apply, respectively (and any Exercise Price reduction required by Section 5.1(c) with respect to such dividend or distribution shall then be made), immediately followed by (ii) a dividend or distribution of such shares of Common Stock, such subdivision or combination or such rights, options or warrants to which Sections 5.1(a) and 5.1(b) apply (and any further Exercise Price reduction required by Sections 5.1(a) and 5.1(b) with respect to such actions shall then be made). (e) In case a tender or exchange offer (other than an odd lot offer) by the Company for any Common Stock is consummated at a price in excess of the Market Price of the Common Stock subject to such tender or exchange offer, at the expiration of such tender or exchange offer, the Exercise Price in effect immediately prior thereto shall be adjusted to a price obtained by multiplying such Exercise Price by a fraction of which (i) the numerator shall be such Market Price, less the amount of the excess of the value of the tender or exchange offer price over the Market Price, and (ii) the denominator shall be the Market Price, such adjustment to become effective immediately prior to the adjustment pursuant to Section 3(f)(iii)(A) and (B) opening of business on the denominator day following such date of which shall be the Exercise Price immediately after such adjustmentexpiration.

Adjustment of Exercise Price. Subject to Section 3(f)(iv)Except as hereinafter provided, in the event the Company shall, at any time and or from time to time while after the date hereof, issue any shares of Stock as a stock dividend to the holders of Stock, or subdivide or combine the outstanding shares of Stock into a greater or lesser number of shares (any such issuance, subdivision or combination being herein called a "Change of Shares"), then, and thereafter upon each Change of Shares, the Exercise Price for the Warrants is (whether or not the same shall be issued and outstanding, issue or sell Additional ) in effect immediately prior to such Change of Shares shall be changed to a price (including any applicable fraction of Common Stock for a consideration per share, as cent to the nearest cent) determined by dividing (i) the sum of (a) the total number of shares of Stock outstanding immediately prior to such consideration’s Fair Market Value in accordance with Section 3(f)(ii)Change of Shares, less than multiplied by the Exercise Price in effect immediately prior to such issuance Change of Shares, and (a “Below Exercise Price Issuance”)b) the consideration, thenif any, effective received by the Company upon such issuance, subdivision or combination by (ii) the total number of shares of Stock outstanding immediately upon the date after such Change of such Below Exercise Price Issuance: (A) Shares; provided, however, that in no event shall the Exercise Price be adjusted pursuant to this computation to an amount in effect immediately after such Below Exercise Price Issuance shall be reduced so that the same shall equal the price determined by multiplying excess of the Exercise Price in effect immediately prior to such Below Exercise Price Issuance by computation, except in the case of a fraction: combination of outstanding shares of Stock. For the purposes of any adjustment to be made in accordance with this Section 8(a) the following provisions shall be applicable: (1) Shares or equivalents of Stock issuable by way of dividend or other distribution on any stock of the numerator of which Company shall be deemed to have been issued immediately after the sum opening of business on the day following the record date for the determination of stockholders entitled to receive such dividend or other distribution and shall be deemed to have been issued without consideration. (a2) The reclassification of securities of the Company other than shares of Stock into securities including shares of Stock shall be deemed to involve the issuance of such shares of Stock for a consideration other than cash immediately prior to the close of business on the date fixed for the determination of security holders entitled to receive such shares, and the value of the consideration allocable to such shares of Stock shall be determined in good faith by the Board of Directors of the Company on the basis of a record of values of similar property or services. (3) The number of shares of Common Stock at any one time outstanding immediately prior shall be deemed to such Below Exercise Price Issuance; plus (b) (x) the Fair Market Value of include the aggregate consideration received by the Company in respect of such Below Exercise Price Issuance, divided by (y) the Exercise Price in effect immediately prior to such Below Exercise Price Issuance, and (2) the denominator of which shall be the sum of (a) the maximum number of shares of Common Stock outstanding immediately prior issuable (subject to such Below Exercise Price Issuance, plus (breadjustment upon the actual issuance thereof) upon the number of such Additional Shares of Common Stock issued in such Below Exercise Price Issuance; and (B) the number of Warrant Shares issuable upon exercise of this Warrant shall be adjusted by multiplying such number by a fraction: (A) options, rights or warrants and upon the numerator conversion or exchange of which shall be the Exercise Price immediately prior to the adjustment pursuant to Section 3(f)(iii)(A) and (B) the denominator of which shall be the Exercise Price immediately after such adjustmentconvertible or exchangeable securities.

Adjustment of Exercise Price. Subject NUMBER OF SHARES OR NUMBER OF RIGHTS. The Exercise Price, the number and kind of shares or other property covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 3(f)(iv)11. (a) (i) Anything in this Agreement to the contrary notwithstanding, in the event the Company shall, shall at any time and from time to time while after the date of this Agreement (A) declare a dividend on the Preferred Shares payable in Preferred Shares, (B) subdivide the outstanding Preferred Shares, (C) combine the outstanding Preferred Shares (by reverse stock split or otherwise) into a smaller number of Preferred Shares, or (D) issue any shares of its capital stock in a reclassification of the Warrants Preferred Shares (including any such reclassification in connection with a consolidation or merger in which the Company is outstanding, issue the continuing or sell Additional Shares of Common Stock for a consideration per share, as determined by such consideration’s Fair Market Value in accordance with Section 3(f)(iisurviving corporation), less than then, in each such event, except as otherwise provided in this Section 11 and Section 7(e) hereof: (1) the Exercise Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification shall be adjusted so that the Exercise Price thereafter shall equal the result obtained by dividing the Exercise Price in effect immediately prior to such issuance time by a fraction (a “Below Exercise Price Issuance”the "ADJUSTMENT FRACTION"), then, effective immediately upon the date of such Below Exercise Price Issuance: (A) the Exercise Price in effect immediately after such Below Exercise Price Issuance shall be reduced so that the same shall equal the price determined by multiplying the Exercise Price in effect immediately prior to such Below Exercise Price Issuance by a fraction: (1) the numerator of which shall be the sum of (a) the total number of Preferred Shares (or shares of Common Stock capital stock issued in such reclassification of the Preferred Shares) outstanding immediately prior to following such Below Exercise Price Issuance; plus (b) (x) the Fair Market Value of the aggregate consideration received by the Company in respect of such Below Exercise Price Issuance, divided by (y) the Exercise Price in effect immediately prior to such Below Exercise Price Issuance, time and (2) the denominator of which shall be the sum of (a) the total number of shares of Common Stock Preferred Shares outstanding immediately prior to such Below Exercise Price Issuancetime; provided, plus however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of such Right; and (b2) the number of one-thousandths of a Preferred Share (or share of such Additional Shares other capital stock) issuable upon the exercise of Common Stock issued in such Below Exercise Price Issuance; and (B) each Right shall equal the number of Warrant Shares one-thousandths of a Preferred Share (or share of such other capital stock) as was issuable upon exercise of this Warrant shall be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price Right immediately prior to the occurrence of the event described in clauses (A)-(D) of this Section 11(a)(i), multiplied by the Adjustment Fraction; provided, however, that, no such adjustment shall be made pursuant to this Section 3(f)(iii)(A11(a)(i) and to the extent that there shall have simultaneously occurred an event described in clause (A), (B), (C) or (D) of Section 11(n) with a proportionate adjustment being made thereunder. Each Common Share that shall become outstanding after an adjustment has been made pursuant to this Section 11(a)(i) shall have associated with it the denominator number of which shall be Rights, exercisable at the Exercise Price and for the number of one-thousandths of a Preferred Share (or shares of such other capital stock) as one Common Share has associated with it immediately after such adjustmentfollowing the adjustment made pursuant to this Section 11(a)(i).

Adjustment of Exercise Price. Subject The Exercise Price and the number of shares of Common Stock to Section 3(f)(iv)be received upon the exercise of this Warrant, in the event the Company shallor both, at any time and shall be subject to adjustment from time to time while any of the Warrants is outstanding, issue or sell Additional Shares of Common Stock for a consideration per share, as determined by such consideration’s Fair Market Value hereinafter in accordance with this Section 3(f)(ii5 provided. (a) The Exercise Price shall be reduced in certain instances as provided in subsections (b), less than (h), and (i) of this Section 5; and shall be increased in certain instances as provided in subsection (i) of this Section 5. Upon each adjustment of the Exercise Price in effect immediately prior hereunder, the holder of this Warrant shall thereafter be entitled to such issuance (a “Below Exercise Price Issuance”)purchase, then, effective immediately upon the date of such Below Exercise Price Issuance: (A) at the Exercise Price in effect immediately after resulting from such Below Exercise Price Issuance shall be reduced so that adjustment, the same shall equal number of shares of Common Stock, calculated to the price determined nearest full share, obtained 5 WARRANT by multiplying the Exercise Price in effect immediately prior to such Below Exercise Price Issuance adjustment by a fraction: (1) the numerator of which shall be the sum of (a) the number of shares of Common Stock outstanding purchasable pursuant hereto immediately prior to such Below adjustment and dividing the product thereof by the Exercise Price Issuance; plus resulting from such adjustment. (b) (x) the Fair Market Value of the aggregate consideration received by the Company in respect of such Below Exercise Price Issuance, divided by (y) In case the Exercise Price in effect immediately prior to the close of business on any day shall exceed the amount determined at the close of business on such Below Exercise Price Issuance, and day by dividing; (2i) a sum equal to (A) 5,566,669 (being the denominator of which shall be the sum of (a) the total number of shares of Common Stock of the Company outstanding immediately prior to such Below on December 22, 2000) multiplied by $3.81 (being the initial Exercise Price IssuancePrice), plus (bB) the number aggregate of such the amounts of all consideration received by the Company upon the issuance of Additional Shares of Common Stock issued (as hereinafter defined), minus (C) the aggregate of the amounts of all dividends and other distributions, which shall have been paid or made after December 22, 2000, on Common Stock of the Company, other than in such Below Exercise Price Issuance; andcash out of its earned surplus or in Common Stock of the Company, by (ii) the sum of (A) 5,566,669 and (B) the number of Warrant Additional Shares issuable upon exercise of this Warrant Common Stock that shall be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be have been issued, the Exercise Price shall be reduced, effective immediately prior to the adjustment pursuant opening of business on the next succeeding day, by an amount equal to Section 3(f)(iii)(A) and (B) the denominator of amount by which shall be the such Exercise Price immediately after such adjustmentshall exceed the amount so determined.

Adjustment of Exercise Price. Subject to Section 3(f)(iv)the provisions of this Article III, in the event the Company shall, at any time and from time to time while any of the Warrants is outstanding, issue or sell Additional Shares of Common Stock for a consideration per share, as determined by such consideration’s Fair Market Value in accordance with Section 3(f)(ii), less than the Exercise Price in effect from time to time shall be subject to adjustment, as follows: (a) 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 of Common Stock issuable upon exercise of the Warrants outstanding, at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, shall be proportionately adjusted so that the holders of the Warrants after such time shall be entitled to receive the aggregate number and kind of shares which, if such Warrants had been exercised immediately prior to such issuance 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 successively whenever any event listed above shall occur. (a “Below Exercise Price Issuance”b) 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, effective immediately upon the date of such Below Exercise Price Issuance: (A) in each case, the Exercise Price in effect immediately after such Below Exercise Price Issuance shall be reduced so that (and the same shall equal number of shares issuable adjusted in accordance with Section 3.5) to the price determined by multiplying the Exercise Price in effect immediately prior to the record date (the "Distribution Record Date") for the determination of shareholders of the Company entitled to receive such Below Exercise Price Issuance distribution by a fraction: , (1x) the numerator of which shall be the sum of Current Market Price (aas determined pursuant to Section 3.2 hereof) the number of shares per share of Common Stock outstanding immediately prior to such Below Exercise Price Issuance; plus the Distribution Record Date, less the reduction, if any, in the fair value of a share of Common Stock (b) (x) as reasonably determined by the Fair Market Value Board of Directors of the aggregate consideration received by Company, taking into account, where applicable, the Company in respect market price of the Common Stock following the Distribution Record Date) as a result of such Below Exercise Price Issuance, divided by distribution and (y) the Exercise Price in effect immediately prior to such Below Exercise Price Issuance, and (2) the denominator of which shall be the sum of (a) the number of shares Current Market Price per share of Common Stock outstanding immediately prior to such Below Exercise Price Issuance, plus (b) the number of such Additional Shares of Common Stock issued in such Below Exercise Price Issuance; and (B) the number of Warrant Shares issuable upon exercise of this Warrant shall be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price immediately prior to the Distribution Record Date. Such adjustment pursuant to Section 3(f)(iii)(A) and (B) shall become effective at the denominator close of which shall be business on the Exercise Price immediately after such adjustmentDistribution Record Date.

Adjustment of Exercise Price. Subject to Section 3(f)(iv), in the event the Company shall, at any time and from time to time while any of the Warrants is outstanding, issue or sell Additional Shares of Common Stock for a consideration per share, as determined by such consideration’s Fair Market Value in accordance with Section 3(f)(ii), less than the Exercise Price in effect immediately prior to such issuance (a “Below Exercise Price Issuance”), then, effective immediately upon the date of such Below Exercise Price Issuance: (A) the Exercise Price in effect immediately after such Below Exercise Price Issuance shall be reduced so that the same shall equal the price determined by multiplying the Exercise Price in effect immediately prior to such Below Exercise Price Issuance by a fraction: (1) the numerator of which shall be the sum of (a) Whenever the number of shares of Common Stock outstanding or other shares of capital stock of the Company receivable upon the exercise of any Warrant is otherwise required to be adjusted as herein provided, the Exercise Price payable per share of Common Stock upon exercise of such Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such Below Exercise Price Issuance; plus (b) (x) the Fair Market Value of the aggregate consideration received adjustment by the Company in respect of such Below Exercise Price Issuancea fraction, divided by (y) the Exercise Price in effect immediately prior to such Below Exercise Price Issuance, and (2) the denominator of which the numerator shall be the sum of (a) the number of shares of Common Stock outstanding receivable upon the exercise of such Warrant immediately prior to such Below Exercise Price Issuanceadjustment, plus (b) and of which the denominator shall be the number of such Additional Shares shares of Common Stock issued in such Below Exercise Price Issuance; and (Bor, where clause (iv) or (v) of Section 13(a) hereof applies and shares of capital stock (other than solely Common Stock) become so receivable, the number of shares of Common Stock equivalent to such shares of capital stock based on the relative Market Price thereof) so receivable immediately thereafter. If, after an adjustment, a holder of a Warrant Shares issuable upon exercise thereof may receive shares of this Warrant two or more classes or series of capital stock of the Company, the Board of Directors, in good faith, shall be determine as the adjusted by multiplying such number Exercise Price for each share of capital stock (other than Common Stock) so receivable an amount equal to the Exercise Price per share of Common Stock, as adjusted pursuant to the preceding paragraph, multiplied by a fraction: (A) fraction the denominator of which is the Market Price of a share of Common Stock and the numerator of which shall be is the Market Price of such share of other capital stock. After such allocation, the exercise privilege and the Exercise Price immediately prior of each class or series of capital stock shall thereafter again be subject to the adjustment pursuant on terms comparable to those applicable to shares of Common Stock in this Section 3(f)(iii)(A) 13 and (B) the denominator of which shall be the Exercise Price immediately after such adjustmentSection 14.

Adjustment of Exercise Price. Subject The Exercise Price specified in Section 2.01 shall be subject to Section 3(f)(iv), in the event adjustment from time to time as follows: (a) If the Company shall, at any time and or from time to time while any of the Warrants is are outstanding, issue (i) pay a dividend or sell Additional make a distribution on all or substantially all its Ordinary Shares payable in Ordinary Shares; (ii) subdivide the outstanding Ordinary Shares into a greater number of Common Stock for shares; or (iii) combine the outstanding Ordinary Shares into a consideration per sharesmaller number of shares, as determined by then in any such consideration’s Fair Market Value in accordance with Section 3(f)(ii), less than case the Exercise Price in effect immediately prior thereto shall be adjusted to a price obtained by multiplying such Exercise Price by a fraction of which the numerator shall be the number of Ordinary Shares outstanding immediately prior to such issuance action (a “Below Exercise Price Issuance”or at the Close of Business on the Business Day immediately preceding the ex-date for such dividend or distribution in the case of an adjustment made pursuant to clause (i)) and the denominator shall be the number of Ordinary Shares outstanding immediately after giving effect to such action (or at the Close of Business on the Business Day immediately preceding the ex-date for such dividend or distribution in the case of an adjustment made pursuant to clause (i)). An adjustment made pursuant to clause (i) of this subsection (a) shall become effective retroactively immediately after the ex-date for such dividend or distribution, then, and an adjustment made pursuant to clause (ii) or (iii) of this subsection (a) shall become effective immediately upon after the opening of business the effective date of such Below subdivision or combination. If any dividend or distribution of the type described in this clause (a) is declared but not so paid or made, the Exercise Price Issuance:shall again be adjusted to the Exercise Price which would then be in effect if such dividend or distribution had not been declared. (Ab) In case the Company shall, at any time or from time to time while the Warrants are outstanding, issue or distribute rights, options or warrants (other than pursuant to a Rights Plan) to all or substantially all holders of its Ordinary Shares entitling them, for a period expiring within 60 days after the record date for such issuance or distribution, to subscribe for or purchase Ordinary Shares at a price per share less than the Market Price as of the Close of Business on the Trading Day immediately preceding the first public announcement of such issuance or distribution, the Exercise Price in effect immediately after prior thereto shall be adjusted to a price obtained by multiplying such Below Exercise Price Issuance by a fraction of which (i) the numerator shall be reduced the number of Ordinary Shares outstanding on the Close of Business on the Business Day immediately preceding the ex-date for such distribution or issuance plus the number of Ordinary Shares which the aggregate offering price of the total number of shares so to be offered would purchase at the Market Price on the first public announcement date for such issuance or distribution (determined by multiplying such total number of Ordinary Shares so offered by the exercise price of such rights, options or warrants and dividing the product so obtained by such Market Price); and (ii) the denominator shall be the number of Ordinary Shares outstanding at the Close of Business on the Business Day immediately preceding the ex-date for such distribution or issuance plus the number of additional Ordinary Shares to be offered for subscription or purchase; provided, however, that no adjustment shall be made if the Company issues or distributes to each Warrantholder the rights, options or warrants which each Warrantholder would have been entitled to receive had such holder’s Warrants been exercised prior to the record date mentioned below. Any such adjustments shall be made whenever such rights, options or warrants are issued and shall become effective immediately after the opening of business on the ex-date for such distribution or issuance. In determining whether any such rights, options or warrants are issued at less than the Market Price, and in determining the aggregate offering price of such Ordinary Shares, there shall be taken into account any consideration received by the Company for such rights, options or warrants, the value of such consideration, if other than cash, to be determined by the Board of Directors of the Company, whose determination shall be conclusive and described in a certificate filed with the Warrant Agent. Upon the expiration of any right, option or warrant to purchase Ordinary Shares the issuance of which resulted in an adjustment to the Exercise Price pursuant to this clause (b), if any such right, option or warrant shall expire and shall not have been exercised, the Exercise Price shall immediately upon such expiration be recomputed to the Exercise Price which would have been in effect had the adjustment of the Exercise Price made upon the issuance of such rights, options or warrants been made on the basis of offering for subscription or purchase only that number of Ordinary Shares actually purchased upon the exercise of such rights, options or warrants actually exercised. In the event such rights, options or warrants are not so issued or distributed, the Exercise Price shall again be adjusted to the Exercise Price which would then be in effect if the ex-date for such issuance or distribution had not occurred. (c) In case the Company shall, at any time or from time to time while the Warrants are outstanding, distribute to all or substantially all holders of its Ordinary Shares evidences of its indebtedness or assets (excluding any cash dividend or distribution referred to in subsection (d) below) or rights, options or warrants to subscribe for (excluding those referred to in subsection (b) above or pursuant to a Rights Plan) shares of capital stock of any class of the Company other than Ordinary Shares (“Distributed Property”), in each such case the Exercise Price in effect immediately prior thereto shall be adjusted to a price obtained by multiplying such Exercise Price by a fraction: (i) the numerator of which shall be the Market Price of the Ordinary Shares immediately preceding the ex-date for such distribution; and (ii) the denominator of which shall be such Market Price of the Ordinary Shares on the Business Day immediately preceding the ex-date for such distribution plus the fair market value (as determined by the Board of Directors whose determination shall be conclusive, and described in a statement filed with the Warrant Agent) of the portion of the Distributed Property applicable to one Ordinary Share; provided, however, that no adjustment shall be made (1) if the Company issues or distributes to each Warrantholder the subscription rights, options or warrants referred to above in this subsection (c) that each Warrantholder would have been entitled to receive had the Warrants been exercised prior to the record date mentioned below; or (2) if the Company makes adequate provision so that each Warrantholder shall receive, upon the exercise of the Warrants at any time after the distribution of the Distributed Property, the Distributed Property that such Warrantholder would have been entitled to receive had the Warrants been exercised prior to the ex-date for such distribution (it being agreed that the provision contemplated by this clause (2) shall be made if the fair market value of the portion of Distributed Property applicable to one Ordinary Share as set forth above is equal to or greater than the Market Price of the Ordinary Shares on the Business Day immediately preceding the ex-date for such distribution). Any such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the opening of business on ex-date for such distribution. In the event that such dividend or distribution is not so paid or made, the Exercise Price shall again be adjusted to be the Exercise Price that would then be in effect if such dividend or distribution had not been declared. Notwithstanding anything to the contrary in this Section 3.01(c), if the Company distributes capital stock of, or similar equity interests in, a Subsidiary of the Company or other business unit of the Company (a “Spin-Off”), then the Exercise Price shall be decreased so that the same shall equal the price determined by multiplying the Exercise Price in effect at the opening of business on the 15th Trading Day immediately prior to following the ex-date for such Below Exercise Price Issuance Spin-Off by a fraction: (1) the numerator of which shall be the sum of (a) the number of shares of Common Stock outstanding immediately prior to such Below Exercise Price Issuance; plus (b) (x) the Fair Market Value of the aggregate consideration received by the Company in respect of such Below Exercise Price Issuance, divided by (y) the Exercise Price in effect immediately prior to such Below Exercise Price Issuance, and (2) the denominator of which shall be the sum of (a) the number of shares of Common Stock outstanding immediately prior to such Below Exercise Price Issuance, plus (b) the number of such Additional Shares of Common Stock issued in such Below Exercise Price Issuance; and (B) the number of Warrant Shares issuable upon exercise of this Warrant shall be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price immediately prior to the adjustment pursuant to Section 3(f)(iii)(A) and (B) the denominator of which shall be the Exercise Price immediately after such adjustment.:

Adjustment of Exercise Price. Subject NUMBER OF SHARES OR NUMBER OF RIGHTS. The Exercise Price, the number and kind of shares or other property covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 3(f)(iv)11. (a) (i) Anything in this Agreement to the contrary notwithstanding, in the event the Company shall, shall at any time and from time to time while after the date of this Agreement (A) declare a dividend on the Preferred Shares payable in Preferred Shares, (B) subdivide the outstanding Preferred Shares, (C) combine the outstanding Preferred Shares (by reverse stock split or otherwise) into a smaller number of Preferred Shares, or (D) issue any shares of its capital stock in a reclassification of the Warrants Preferred Shares (including any such reclassification in connection with a consolidation or merger in which the Company is outstanding, issue the continuing or sell Additional Shares of Common Stock for a consideration per share, as determined by such consideration’s Fair Market Value in accordance with Section 3(f)(iisurviving corporation), less than then, in each such event, except as otherwise provided in this Section 11 and Section 7(e) hereof: (1) the Exercise Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification shall be adjusted so that the Exercise Price thereafter shall equal the result obtained by dividing the Exercise Price in effect immediately prior to such issuance time by a fraction (the "ADJUSTMENT FRACTION"), the numerator of which shall be the total number of Preferred Shares (or shares of capital stock issued in such reclassification of the Preferred Shares) outstanding immediately following such time and the denominator of which shall be the total number of Preferred Shares outstanding immediately prior to such time; PROVIDED, HOWEVER, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of such Right; and (2) the number of one-thousandths of a “Below Preferred Share (or share of such other capital stock) issuable upon the exercise of each Right shall equal the number of one-thousandths of a Preferred Share (or share of such other capital stock) as was issuable upon exercise of a Right immediately prior to the occurrence of the event described in clauses (A)-(D) of this Section 11(a)(i), multiplied by the Adjustment Fraction; provided, however, that, no such adjustment shall be made pursuant to this Section 11(a)(i) to the extent that there shall have simultaneously occurred an event described in clause (A), (B), (C) or (D) of Section 11(n) with a proportionate adjustment being made thereunder. Each Common Share that shall become outstanding after an adjustment has been made pursuant to this Section 11(a)(i) shall have associated with it the number of Rights, exercisable at the Exercise Price Issuance”), then, effective immediately upon and for the date number of one-thousandths of a Preferred Share (or shares of such Below Exercise Price Issuance:other capital stock) as one Common Share has associated with it immediately following the adjustment made pursuant to this Section 11(a)(i). (Aii) Subject to Section 24 of this Agreement, in the event a Triggering Event shall have occurred, then promptly following such Triggering Event each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have the right to receive for each Right, upon exercise thereof in accordance with the terms of this Agreement and payment of the Exercise Price in effect immediately after prior to the occurrence of the Triggering Event, in lieu of a number of one-thousandths of a Preferred Share, such Below Exercise Price Issuance shall be reduced so that number of Common Shares of the same Company as shall equal the price determined result obtained by multiplying the Exercise Price in effect immediately prior to such Below the occurrence of the Triggering Event by the number of one-thousandths of a Preferred Share for which a Right was exercisable (or would have been exercisable if the Distribution Date had occurred) immediately prior to the first occurrence of a Triggering Event, and dividing that product by 50% of the Current Per Share Market Price for Common Shares on the date of occurrence of the Triggering Event; provided, however, that the Exercise Price Issuance and the number of Common Shares of the Company so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof to reflect any events occurring in respect of the Common Shares of the Company after the occurrence of the Triggering Event. (iii) In lieu of issuing Common Shares in accordance with Section 11(a)(ii) hereof, the Company may, if the Company's Board of Directors determines that such action is necessary or appropriate and not contrary to the interest of holders of Rights and, in the event that the number of Common Shares which are authorized by a fractionthe Company's Certificate of Incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights are not sufficient to permit the exercise in full of the Rights, or if any necessary regulatory approval for such issuance has not been obtained by the Company, the Company shall: (A) determine the excess of (1) the numerator of which shall be the sum of (a) the number of shares of Common Stock outstanding immediately prior to such Below Exercise Price Issuance; plus (b) (x) the Fair Market Value value of the aggregate consideration received by Common Shares issuable upon the Company in respect exercise of such Below Exercise Price Issuance, divided by a Right (ythe "CURRENT VALUE") over (2) the Exercise Price in effect immediately prior to (such Below Exercise Price Issuanceexcess, and (2) the denominator of which shall be the sum of (a) the number of shares of Common Stock outstanding immediately prior to such Below Exercise Price Issuance, plus (b) the number of such Additional Shares of Common Stock issued in such Below Exercise Price Issuance; and (B) the number of Warrant Shares issuable upon exercise of this Warrant shall be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price immediately prior to the adjustment pursuant to Section 3(f)(iii)(A"SPREAD") and (B) with respect to each Right, make adequate provision to substitute for such Common Shares, upon exercise of the denominator Rights, (1) cash, (2) a reduction in the Exercise Price, (3) other equity securities of the Company (including, without limitation, shares or units of shares of any series of preferred stock which the Company's Board of Directors has deemed to have the same value as Common Shares (such shares or units of shares of preferred stock are herein called "COMMON STOCK EQUIVALENTS")), except to the extent that the Company has not obtained any necessary stockholder or regulatory approval for such issuance, (4) debt securities of the Company, except to the extent that the Company has not obtained any necessary stockholder or regulatory approval for such issuance, (5) other assets or (6) any combination of the foregoing, having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Company's Board of Directors based upon the advice of a nationally recognized investment banking firm selected by the Company's Board of Directors; PROVIDED, HOWEVER, if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) days following the later of (x) the first occurrence of a Triggering Event and (y) the date on which the Company's right of redemption pursuant to Section 23(a) expires (the later of (x) and (y) being referred to herein as the "SECTION 11(a)(ii) TRIGGER DATE"), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Exercise Price, Common Shares (to the extent available), except to the extent that the Company has not obtained any necessary stockholder or regulatory approval for such issuance, and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Company's Board of Directors shall determine in good faith that it is likely that sufficient additional Common Shares could be authorized for issuance upon exercise in full of the Rights or that any necessary regulatory approval for such issuance will be obtained, the thirty (30) day period set forth above may be extended to the extent necessary, but not more than ninety (90) days after the Section 11(a)(ii) Trigger Date, in order that the Company may seek stockholder approval for the authorization of such additional shares or take action to obtain such regulatory approval (such period, as it may be extended, the "SUBSTITUTION PERIOD"). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof, that such action shall apply uniformly to all outstanding Rights and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares, to take any action to obtain any required regulatory approval and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of the Common Shares shall be the Exercise Current Per Share Market Price immediately after of the Common Shares on the Section 11(a)(ii) Trigger Date and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Shares on such adjustmentdate.

Adjustment of Exercise Price. Subject NUMBER OF SHARES OR NUMBER OF RIGHTS. The Exercise Price, the number and kind of shares or other property covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 3(f)(iv)11. Anything in this Agreement to the contrary notwithstanding, in the event the Company shall, shall at any time and from time to time while after the date of this Agreement (A) declare a dividend on the Preferred Shares payable in Preferred Shares, (B) subdivide the outstanding Preferred Shares, (C) combine the outstanding Preferred Shares (by reverse stock split or otherwise) into a smaller number of Preferred Shares, or (D) issue any shares of its capital stock in a reclassification of the Warrants Preferred Shares (including any such reclassification in connection with a consolidation or merger in which the Company is outstanding, issue the continuing or sell Additional Shares of Common Stock for a consideration per share, as determined by such consideration’s Fair Market Value in accordance with Section 3(f)(iisurviving corporation), less than then, in each such event, except as otherwise provided in this Section 11 and Section 7(e) hereof: (1) the Exercise Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification shall be adjusted so that the Exercise Price thereafter shall equal the result obtained by dividing the Exercise Price in effect immediately prior to such issuance time by a fraction (the "ADJUSTMENT FRACTION"), the numerator of which shall be the total number of Preferred Shares (or shares of capital stock issued in such reclassification of the Preferred Shares) outstanding immediately following such time and the denominator of which shall be the total number of Preferred Shares outstanding immediately prior to such time; PROVIDED, HOWEVER, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of such Right; and (2) the number of one-hundredths of a “Below Preferred Share (or share of such other capital stock) issuable upon the exercise of each Right shall equal the number of one-hundredths of a Preferred Share (or share of such other capital stock) as was issuable upon exercise of a Right immediately prior to the occurrence of the event described in clauses (A)-(D) of this Section 11(a)(i), multiplied by the Adjustment Fraction; PROVIDED, HOWEVER, that, no such adjustment shall be made pursuant to this Section 11(a)(i) to the extent that there shall have simultaneously occurred an event described in clause (A), (B), (C) or (D) of Section 11(n) with a proportionate adjustment being made thereunder. Each Common Share that shall become outstanding after an adjustment has been made pursuant to this Section 11(a)(i) shall have associated with it the number of Rights, exercisable at the Exercise Price Issuance”), then, effective immediately upon and for the date number of one-hundredths of a Preferred Share (or shares of such Below Exercise Price Issuance:other capital stock) as one Common Share has associated with it immediately following the adjustment made pursuant to this Section 11(a)(i). (Ai) Subject to Section 24 of this Agreement, in the event a Triggering Event shall have occurred, then promptly following such Triggering Event each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have the right to receive for each Right, upon exercise thereof in accordance with the terms of this Agreement and payment of the Exercise Price in effect immediately after prior to the occurrence of the Triggering Event, in lieu of a number of one-hundredths of a Preferred Share, such Below Exercise Price Issuance shall be reduced so that number of Common Shares of the same Company as shall equal the price determined result obtained by multiplying the Exercise Price in effect immediately prior to such Below the occurrence of the Triggering Event by the number of one-hundredths of a Preferred Share for which a Right was exercisable (or would have been exercisable if the Distribution Date had occurred) immediately prior to the first occurrence of a Triggering Event, and dividing that product by 50% of the Current Per Share Market Price for Common Shares on the date of occurrence of the Triggering Event; PROVIDED, HOWEVER, that the Exercise Price Issuance and the number of Common Shares of the Company so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof to reflect any events occurring in respect of the Common Shares of the Company after the occurrence of the Triggering Event. (ii) In lieu of issuing Common Shares in accordance with Section 11(a)(ii) hereof, the Company may, if the Company's Board of Directors determines that such action is necessary or appropriate and not contrary to the interest of holders of Rights and, in the event that the number of Common Shares which are authorized by a fractionthe Company's Certificate of Incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights are not sufficient to permit the exercise in full of the Rights, or if any necessary regulatory approval for such issuance has not been obtained by the Company, the Company shall: (A) determine the excess of (1) the numerator of which shall be the sum of (a) the number of shares of Common Stock outstanding immediately prior to such Below Exercise Price Issuance; plus (b) (x) the Fair Market Value value of the aggregate consideration received by Common Shares issuable upon the Company in respect exercise of such Below Exercise Price Issuance, divided by a Right (ythe "CURRENT VALUE") over (2) the Exercise Price in effect immediately prior to (such Below Exercise Price Issuanceexcess, and (2) the denominator of which shall be the sum of (a) the number of shares of Common Stock outstanding immediately prior to such Below Exercise Price Issuance, plus (b) the number of such Additional Shares of Common Stock issued in such Below Exercise Price Issuance; and (B) the number of Warrant Shares issuable upon exercise of this Warrant shall be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price immediately prior to the adjustment pursuant to Section 3(f)(iii)(A"SPREAD") and (B) with respect to each Right, make adequate provision to substitute for such Common Shares, upon exercise of the denominator Rights, (1) cash, (2) a reduction in the Exercise Price, (3) other equity securities of the Company (including, without limitation, shares or units of shares of any series of preferred stock which the Company's Board of Directors has deemed to have the same value as Common Shares (such shares or units of shares of preferred stock are herein called "COMMON STOCK EQUIVALENTS")), except to the extent that the Company has not obtained any necessary stockholder or regulatory approval for such issuance, (4) debt securities of the Company, except to the extent that the Company has not obtained any necessary stockholder or regulatory approval for such issuance, (5) other assets or (6) any combination of the foregoing, having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Company's Board of Directors based upon the advice of a nationally recognized investment banking firm selected by the Company's Board of Directors; PROVIDED, HOWEVER, if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) days following the later of (x) the first occurrence of a Triggering Event and (y) the date on which the Company's right of redemption pursuant to Section 23(a) expires (the later of (x) and (y) being referred to herein as the "SECTION 11(a)(ii) TRIGGER DATE"), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Exercise Price, Common Shares (to the extent available), except to the extent that the Company has not obtained any necessary stockholder or regulatory approval for such issuance, and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Company's Board of Directors shall determine in good faith that it is likely that sufficient additional Common Shares could be authorized for issuance upon exercise in full of the Rights or that any necessary regulatory approval for such issuance will be obtained, the thirty (30) day period set forth above may be extended to the extent necessary, but not more than ninety (90) days after the Section 11(a)(ii) Trigger Date, in order that the Company may seek stockholder approval for the authorization of such additional shares or take action to obtain such regulatory approval (such period, as it may be extended, the "SUBSTITUTION PERIOD"). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof, that such action shall apply uniformly to all outstanding Rights and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares, to take any action to obtain any required regulatory approval and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of the Common Shares shall be the Exercise Current Per Share Market Price immediately after of the Common Shares on the Section 11(a)(ii) Trigger Date and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Shares on such adjustmentdate.

Adjustment of Exercise Price. Subject to Section 3(f)(iv(S). Except as otherwise provided in Sections 4(c) and 4(e) hereof, in if and whenever during the event period beginning on July 20, 2001 (the "ISSUE DATE") and ending on the Expiration Date the Company shallissues or sells, at or in accordance with Section 4(b) hereof is deemed to have issued or sold, any time and from time to time while any of the Warrants is outstanding, issue or sell Additional Shares shares of Common Stock for no consideration or for a consideration per shareshare that is less than either the Market Price on the Measurement Date (as such terms are hereinafter defined) or the Exercise Price on the Measurement Date (a "DILUTIVE ISSUANCE"), as then effective immediately upon the Dilutive Issuance, the Exercise Price(s) will be reduced to the lowest Exercise Price determined by such consideration’s Fair Market Value in accordance with Section 3(f)(ii), the following: If the Dilutive Issuance is at a price which is less than the Exercise Price on the Measurement Date, then the Exercise Prices shall be an amount equal to the consideration per share of Common Stock received or deemed received by the Company in effect immediately prior to such issuance (issuance, determined as provided in this Section 4; or If the Dilutive Issuance is at a “Below price which is less than the Market Price on the Measurement Date, then the Exercise Price Issuance”), then, effective immediately upon Price(s) will be adjusted in accordance with the date of such Below following formula: E' = E x O + P/M ------------- CSDO where: E' = the adjusted Exercise Price Issuance: (A) Price; E = the Exercise Price in effect immediately after such Below Exercise on the Measurement Date; M = the greater of the Market Price Issuance shall be reduced so that on the same shall equal the price determined by multiplying Measurement Date or the Exercise Price in effect immediately prior to such Below Exercise Price Issuance by a fraction: (1) on the numerator of which shall be the sum of (a) Measurement Date; O = the number of shares of Common Stock outstanding immediately prior to such Below Exercise Price the Dilutive Issuance; plus (b) (x) the Fair Market Value of P = the aggregate consideration consideration, calculated as set forth in Section 4(b) hereof, received by the Company in respect of upon such Below Exercise Price Dilutive Issuance, divided by (y) ; and CSDO = the Exercise Price in effect immediately prior to such Below Exercise Price Issuance, and (2) the denominator of which shall be the sum of (a) the total number of shares of Common Stock outstanding Deemed Outstanding (as defined in Section 4(l)(i) below) immediately prior after the Dilutive Issuance. Notwithstanding the foregoing, no adjustment shall be made pursuant to this Section 4(a) if such Below adjustment would result in an increase in the Exercise Price. Further, if the Dilutive Issuance is at a price which is less than both the Exercise Price Issuanceon the Measurement Date and the Market Price on the Measurement Date, plus (b) the number of such Additional Shares of Common Stock issued in such Below Exercise Price Issuance; and (B) the number of Warrant Shares issuable upon exercise of this Warrant shall be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price immediately prior to the adjustment pursuant to Section 3(f)(iii)(A) and (B) the denominator of which shall be the Exercise Price immediately after such adjustmentlowest price determined as provided above.

Adjustment of Exercise Price. Subject NUMBER OF SHARES OR NUMBER OF RIGHTS. The Exercise Price, the number and kind of shares or other property covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 3(f)(iv)11. (a) (i) Anything in this Agreement to the contrary notwithstanding, in the event that the Company shall, shall at any time and from time to time while after the date of this Agreement (A) declare a dividend on the Preferred Shares payable in Preferred Shares, (B) subdivide the outstanding Preferred Shares, (C) combine the outstanding Preferred Shares (by reverse stock split or otherwise) into a smaller number of Preferred Shares, or (D) issue any shares of its capital stock in a reclassification of the Warrants Preferred Shares (including any such reclassification in connection with a consolidation or merger in which the Company is outstanding, issue the continuing or sell Additional Shares of Common Stock for a consideration per share, as determined by such consideration’s Fair Market Value in accordance with Section 3(f)(iisurviving corporation), less than then, in each such event, except as otherwise provided in this Section 11 and Section 7(e) hereof: (1) the Exercise Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification shall be adjusted so that the Exercise Price thereafter shall equal the result obtained by dividing the Exercise Price in effect immediately prior to such issuance time by a fraction (a “Below Exercise Price Issuance”the "ADJUSTMENT FRACTION"), then, effective immediately upon the date of such Below Exercise Price Issuance: (A) the Exercise Price in effect immediately after such Below Exercise Price Issuance shall be reduced so that the same shall equal the price determined by multiplying the Exercise Price in effect immediately prior to such Below Exercise Price Issuance by a fraction: (1) the numerator of which shall be the sum of (a) the total number of Preferred Shares (or shares of Common Stock capital stock issued in such reclassification of the Preferred Shares) outstanding immediately prior to following such Below Exercise Price Issuance; plus (b) (x) the Fair Market Value of the aggregate consideration received by the Company in respect of such Below Exercise Price Issuance, divided by (y) the Exercise Price in effect immediately prior to such Below Exercise Price Issuance, time and (2) the denominator of which shall be the sum of (a) the total number of shares of Common Stock Preferred Shares outstanding immediately prior to such Below Exercise Price Issuancetime; PROVIDED, plus HOWEVER, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of such Right; and (b2) the number of one- thousandths of a Preferred Share (or share of such Additional Shares other capital stock) issuable upon the exercise of Common Stock issued in such Below Exercise Price Issuance; and (B) each Right shall equal the number of Warrant Shares one-thousandths of a Preferred Share (or share of such other capital stock) as was issuable upon exercise of this Warrant shall be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price Right immediately prior to the occurrence of the event described in clauses (A)-(D) of this Section 11(a)(i), multiplied by the Adjustment Fraction; provided, however, that, no such adjustment shall be made pursuant to this Section 3(f)(iii)(A11(a)(i) and to the extent that there shall have simultaneously occurred an event described in clause (A), (B), (C) or (D) of Section 11(n) with a proportionate adjustment being made thereunder. Each Common Share that shall become outstanding after an adjustment has been made pursuant to this Section 11(a)(i) shall have associated with it the denominator number of which shall be Rights, exercisable at the Exercise Price and for the number of one-thousandths of a Preferred Share (or shares of such other capital stock) as one Common Share has associated with it immediately after such adjustmentfollowing the adjustment made pursuant to this Section 11(a)(i).

Adjustment of Exercise Price. Subject to Section 3(f)(iv), in the event If and whenever the Company shallissues or sells, at or in accordance with this Section 11(b) hereof is deemed to have issued or sold, any time and from time to time while any of the Warrants is outstanding, issue or sell Additional Shares shares of Common Stock for a consideration per share, as determined by such consideration’s Fair Market Value in accordance with Section 3(f)(ii), share less than the then Exercise Price in effect immediately prior to or for no consideration (such issuance (lower price, the "Base Share Price" and such issuances collectively, a “Below Exercise Price "Dilutive Issuance”"), then, effective immediately upon the date of such Below Exercise Price Issuance: (A) the Exercise Price in effect immediately after such Below Exercise Price Issuance shall be reduced so that to a price equal to the same shall equal greater of (i) the price determined Closing Price on the date the Securities Purchase Agreement is executed and delivered by multiplying all parties thereto, and (ii) the Exercise Price in effect immediately prior to such Below Exercise Price Issuance quotient obtained by a fraction: dividing (1) the numerator of which shall be an amount equal to the sum of (a) the total number of shares of Common Stock outstanding immediately prior to such Below Exercise Price Issuance; plus (b) (x) the Fair Market Value of the aggregate consideration received issuance, multiplied by the Company in respect of such Below Exercise Price Issuance, divided by (y) the Exercise Price in effect immediately prior to such Below Exercise Price Issuanceissuance, and (b) the consideration received by the Company upon such issuance, by (2) the denominator of which shall be the sum of (a) the total number of shares of Common Stock outstanding immediately after the issuance of such Common Stock (as set forth in this clause (ii), the "Quotient"); provided, that for purposes hereof, all shares of Common Stock that are issuable upon conversion, exercise or exchange of Common Stock Equivalents shall be deemed outstanding immediately after the issuance of such Common Stock Equivalents. Such adjustment shall be made whenever such shares of Common Stock or Common Stock Equivalents are issued. Upon each adjustment of the Exercise Price pursuant to the provisions of this Section, the number of Warrant Shares issuable upon the exercise of each Warrant shall be adjusted to the nearest full amount by multiplying a number equal to the Exercise Price in effect immediately prior to such Below Exercise Price Issuance, plus (b) the number of such Additional Shares of Common Stock issued in such Below Exercise Price Issuance; and (B) adjustment by the number of Warrant Shares issuable upon exercise of this Warrant shall be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price Warrants immediately prior to such adjustment and dividing the adjustment product so obtained by the Quotient; provided, however, that in no event shall additional Warrant Shares be issuable pursuant to Section 3(f)(iii)(Athis subsection (i) where, after giving effect to such issuance, the Holder (together with the Holder's Affiliates) would beneficially own in excess of 19.9% of the number of shares of the Common Stock issued and (B) the denominator of which shall be the Exercise Price outstanding immediately after giving effect to such adjustmentissuance.

Adjustment of Exercise Price. Subject to Section 3(f)(iv), in Upon Issuance of --------------------------------------------- Additional Shares of Common Stock. In the event the Company shall, shall at any --------------------------------- time and from time to time while any of after the Warrants is outstanding, Original Issue Date issue or sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to subsection 3(b)(iii), but excluding shares issued as a dividend or distribution or upon a stock split or combination as provided in subsection 3(c)), without consideration or for a consideration per share, as determined by such consideration’s Fair Market Value in accordance with Section 3(f)(ii), share less than the Exercise Price in effect on the date of and immediately prior to such issuance (a “Below issue, then and in such event, such Exercise Price Issuance”), then, effective immediately upon the date of such Below Exercise Price Issuance: (A) the Exercise Price in effect immediately after such Below Exercise Price Issuance shall be reduced so that reduced, concurrently with such issue, to a price (calculated to the same shall equal the price nearest cent) determined by multiplying the such Exercise Price in effect immediately prior to such Below Exercise Price Issuance by a fraction: , (1A) the numerator of which shall be the sum of (a1) the number of shares of Common Stock outstanding immediately prior to such Below Exercise Price Issuance; issue plus (b) (x2) the Fair Market Value number of shares of Common Stock which the aggregate consideration received or to be received by the Company in respect for the total number of Additional Shares of Common Stock so issued would purchase at such Below Exercise Price Issuance, divided by (y) the Exercise Price in effect immediately prior to such Below Exercise Price Issuance, Price; and (2B) the denominator of which shall be the sum of (a) the number of shares of Common Stock outstanding immediately prior to such Below Exercise Price Issuance, issue plus (b) the number of such Additional Shares of Common Stock issued in so issued; provided that, (i) for the purpose of this subsection -------- ---- 3(b)(iv), all shares of Common Stock issuable upon exercise or conversion of Options or Convertible Securities outstanding immediately prior to such Below Exercise Price Issuance; and issue shall be deemed to be outstanding (Bother than shares excluded from the definition of "Additional Shares of Common Stock" by virtue of clause (II) of subsection 3(b)(i)(D)), and (ii) the number of Warrant Shares shares of Common Stock deemed issuable upon exercise conversion of such outstanding Options and Convertible Securities shall not give effect to any adjustments to the conversion price or conversion rate of such Options or Convertible Securities resulting from the issuance of Additional Shares of Common Stock that is the subject of this Warrant calculation. Notwithstanding the foregoing, the applicable Exercise Price shall not be so reduced at such time if the amount of such reduction would be an amount less than $.05, but any such amount shall be adjusted by multiplying carried forward and reduction with respect thereto made at the time of and together with any subsequent reduction which, together with such number by a fraction: (A) the numerator of which amount and any other amount or amounts so carried forward, shall be the Exercise Price immediately prior to the adjustment pursuant to Section 3(f)(iii)(A) and (B) the denominator of which shall be the Exercise Price immediately after such adjustmentaggregate $.05 or more.

Adjustment of Exercise Price. Subject to Section 3(f)(iv), in Upon Issuance of Additional -------------------------------------------------------- Shares of Common Stock. In the event the Company shall, shall at any time and from time to time while any of after the Warrants is outstanding, ---------------------- Original Issue Date issue or sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to subsection 3(b)(iii), but excluding shares issued as a dividend or distribution or upon a stock split or combination as provided in subsection 3(c)), without consideration or for a consideration per share, as determined by such consideration’s Fair Market Value in accordance with Section 3(f)(ii), share less than the Exercise Price in effect on the date of and immediately prior to such issuance (a “Below issue, then and in such event, such Exercise Price Issuance”), then, effective immediately upon the date of such Below Exercise Price Issuance: (A) the Exercise Price in effect immediately after such Below Exercise Price Issuance shall be reduced so that reduced, concurrently with such issue, to a price (calculated to the same shall equal the price nearest cent) determined by multiplying the such Exercise Price in effect immediately prior to such Below Exercise Price Issuance by a fraction: , (1A) the numerator of which shall be the sum of (a1) the number of shares of Common Stock outstanding immediately prior to such Below Exercise Price Issuance; issue plus (b) (x2) the Fair Market Value number of shares of Common Stock which the aggregate consideration received or to be received by the Company in respect for the total number of Additional Shares of Common Stock so issued would purchase at such Below Exercise Price Issuance, divided by (y) the Exercise Price in effect immediately prior to such Below Exercise Price Issuance, Price; and (2B) the denominator of which shall be the sum of (a) the number of shares of Common Stock outstanding immediately prior to such Below Exercise Price Issuance, issue plus (b) the number of such Additional Shares of Common Stock issued in so issued; provided that, (i) for the purpose of this subsection -------- ---- 3(b)(iv), all shares of Common Stock issuable upon exercise or conversion of Options or Convertible Securities outstanding immediately prior to such Below Exercise Price Issuance; and issue shall be deemed to be outstanding (Bother than shares excluded from the definition of "Additional Shares of Common Stock" by virtue of clause (II) of subsection 3(b)(i)(D)), and (ii) the number of Warrant Shares shares of Common Stock deemed issuable upon exercise conversion of such outstanding Options and Convertible Securities shall not give effect to any adjustments to the conversion price or conversion rate of such Options or Convertible Securities resulting from the issuance of Additional Shares of Common Stock that is the subject of this Warrant calculation. Notwithstanding the foregoing, the applicable Exercise Price shall not be so reduced at such time if the amount of such reduction would be an amount less than $.05, but any such amount shall be adjusted by multiplying carried forward and reduction with respect thereto made at the time of and together with any subsequent reduction which, together with such number by a fraction: (A) the numerator of which amount and any other amount or amounts so carried forward, shall be the Exercise Price immediately prior to the adjustment pursuant to Section 3(f)(iii)(A) and (B) the denominator of which shall be the Exercise Price immediately after such adjustmentaggregate $.05 or more.

Adjustment of Exercise Price. Subject NUMBER OF SHARES OR NUMBER OF RIGHTS. The Exercise Price, the number and kind of shares or other property covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 3(f)(iv)11. (a) (i) Anything in this Agreement to the contrary notwithstanding, in the event the Company shall, shall at any time and from time to time while after the date of this Agreement (A) declare a dividend on the Preferred Shares payable in Preferred Shares, (B) subdivide the outstanding Preferred Shares, (C) combine the outstanding Preferred Shares (by reverse stock split or otherwise) into a smaller number of Preferred Shares, or (D) issue any shares of its capital stock in a reclassification of the Warrants Preferred Shares (including any such reclassification in connection with a consolidation or merger in which the Company is outstanding, issue the continuing or sell Additional Shares of Common Stock for a consideration per share, as determined by such consideration’s Fair Market Value in accordance with Section 3(f)(iisurviving corporation), less than then, in each such event, except as otherwise provided in this Section 11 and Section 7(e) hereof: (1) the Exercise Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification shall be adjusted so that the Exercise Price thereafter shall equal the result obtained by dividing the Exercise Price in effect immediately prior to such issuance time by a fraction (a “Below Exercise Price Issuance”the "ADJUSTMENT FRACTION"), then, effective immediately upon the date of such Below Exercise Price Issuance: (A) the Exercise Price in effect immediately after such Below Exercise Price Issuance shall be reduced so that the same shall equal the price determined by multiplying the Exercise Price in effect immediately prior to such Below Exercise Price Issuance by a fraction: (1) the numerator of which shall be the sum of (a) the total number of Preferred Shares (or shares of Common Stock capital stock issued in such reclassification of the Preferred Shares) outstanding immediately prior to following such Below Exercise Price Issuance; plus (b) (x) the Fair Market Value of the aggregate consideration received by the Company in respect of such Below Exercise Price Issuance, divided by (y) the Exercise Price in effect immediately prior to such Below Exercise Price Issuance, time and (2) the denominator of which shall be the sum of (a) the total number of shares of Common Stock Preferred Shares outstanding immediately prior to such Below Exercise Price Issuancetime; provided, plus however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of such Right; and (b2) the number of one-thousandths of a Preferred Share (or share of such Additional Shares other capital stock) issuable upon the exercise of Common Stock issued in such Below Exercise Price Issuance; and (B) each Right shall equal the number of Warrant Shares one-thousandths of a Preferred Share (or share of such other capital stock) as was issuable upon exercise of this Warrant shall be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price Right immediately prior to the occurrence of the event described in clauses (A) - (D) of this Section 11(a)(i), multiplied by the Adjustment Fraction; provided, however, that, no such adjustment shall be made pursuant to this Section 3(f)(iii)(A11(a)(i) and to the extent that there shall have simultaneously occurred an event described in clause (A), (B), (C) or (D) of Section 11(n) with a proportionate adjustment being made thereunder. Each Common Share that shall become outstanding after an adjustment has been made pursuant to this Section 11(a)(i) shall have associated with it the denominator number of which shall be Rights, exercisable at the Exercise Price and for the number of one-thousandths of a Preferred Share (or shares of such other capital stock) as one Common Share has associated with it immediately after such adjustmentfollowing the adjustment made pursuant to this Section 11(a)(i).

Adjustment of Exercise Price. Subject to Section 3(f)(iv), in the event the Company shall, at any time and from time to time while any of the Warrants is outstanding, issue or sell Additional Shares of Common Stock for a consideration per share, as determined by such consideration’s 's Fair Market Value in accordance with Section 3(f)(ii), less than the Exercise Price in effect immediately prior to such issuance (a “"Below Exercise Price Issuance”"), then, effective immediately upon the date of such Below Exercise Price Issuance: (A) the Exercise Price in effect immediately after such Below Exercise Price Issuance shall be reduced so that the same shall equal the price determined by multiplying the Exercise Price in effect immediately prior to such Below Exercise Price Issuance by a fraction: (1) the numerator of which shall be the sum of (a) the number of shares of Common Stock outstanding immediately prior to such Below Exercise Price Issuance; plus (b) (x) the Fair Market Value of the aggregate consideration received by the Company in respect of such Below Exercise Price Issuance, divided by (y) the Exercise Price in effect immediately prior to such Below Exercise Price Issuance, and (2) the denominator of which shall be the sum of (a) the number of shares of Common Stock outstanding immediately prior to such Below Exercise Price Issuance, plus (b) the number of such Additional Shares of Common Stock issued in such Below Exercise Price Issuance; and (B) the number of Warrant Shares issuable upon exercise of this Warrant shall be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price immediately prior to the adjustment pursuant to Section 3(f)(iii)(A) and (B) the denominator of which shall be the Exercise Price immediately after such adjustment.

Adjustment of Exercise Price. Subject NUMBER OF SHARES OR NUMBER OF RIGHTS. The Exercise Price, the number and kind of shares or other property covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 3(f)(iv)11. (a) (i) Anything in this Agreement to the contrary notwithstanding, in the event the Company shall, shall at any time and from time to time while after the date of this Agreement (A) declare a dividend on the Preferred Shares payable in Preferred Shares, (B) subdivide the outstanding Preferred Shares, (C) combine the outstanding Preferred Shares (by reverse stock split or otherwise) into a smaller number of Preferred Shares, or (D) issue any shares of its capital stock in a reclassification of the Warrants Preferred Shares (including any such reclassification in connection with a consolidation or merger in which the Company is outstanding, issue the continuing or sell Additional Shares of Common Stock for a consideration per share, as determined by such consideration’s Fair Market Value in accordance with Section 3(f)(iisurviving corporation), less than then, in each such event, except as otherwise provided in this Section 11 and Section 7(e) hereof: (1) the Exercise Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification shall be adjusted so that the Exercise Price thereafter shall equal the result obtained by dividing the Exercise Price in effect immediately prior to such issuance time by a fraction (the "ADJUSTMENT FRACTION"), the numerator of which shall be the total number of Preferred Shares (or shares of capital stock issued in such reclassification of the Preferred Shares) outstanding immediately following such time and the denominator of which shall be the total number of Preferred Shares outstanding immediately prior to such time; PROVIDED, HOWEVER, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of such Right; and (2) the number of one-thousandths of a “Below Preferred Share (or share of such other capital stock) issuable upon the exercise of each Right shall equal the number of one-thousandths of a Preferred Share (or share of such other capital stock) as was issuable upon exercise of a Right immediately prior to the occurrence of the event described in clauses (A)-(D) of this Section 11(a)(i), multiplied by the Adjustment Fraction; provided, however, that, no such adjustment shall be made pursuant to this Section 11(a)(i) to the extent that there shall have simultaneously occurred an event described in clause (A), (B), (C) or (D) of Section 11(n) with a proportionate adjustment being made thereunder. Each Common Share that shall become outstanding after an adjustment has been made pursuant to this Section 11(a)(i) shall have associated with it the number of Rights, exercisable at the Exercise Price Issuance”), then, effective immediately upon and for the date number of one-thousandths of a Preferred Share (or shares of such Below Exercise Price Issuance:other capital stock) as one Common Share has associated with it immediately following the adjustment made pursuant to this Section 11(a)(i). (Aii) Subject to Section 24 of this Agreement, in the event a Triggering Event shall have occurred, then promptly following such Triggering Event each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have the right to receive for each Right, upon exercise thereof in accordance with the terms of this Agreement and payment of the Exercise Price in effect immediately after prior to the occurrence of the Triggering Event, in lieu of a number of one-thousandths of a Preferred Share, such Below Exercise Price Issuance shall be reduced so that number of Common Shares of the same Company as shall equal the price determined result obtained by multiplying the Exercise Price in effect immediately prior to such Below the occurrence of the Triggering Event by the number of one-thousandths of a Preferred Share for which a Right was exercisable (or would have been exercisable if the Distribution Date had occurred) immediately prior to the first occurrence of a Triggering Event, and dividing that product by 50% of the Current Per Share Market Price for Common Shares on the date of occurrence of the Triggering Event; provided, however, that the Exercise Price Issuance and the number of Common Shares of the Company so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof to reflect any events occurring in respect of the Common Shares of the Company after the occurrence of the Triggering Event. Notwithstanding the foregoing provisions of this Section 11(a)(ii), the right to buy Common Shares of the Company pursuant to Section 11(a)(ii) hereof shall not arise as a result of any Person becoming an Acquiring Person through an acquisition of Common Shares pursuant to a Permitted Offer. (iii) In lieu of issuing Common Shares in accordance with Section 11(a)(ii) hereof, the Company may, if a majority of the Continuing Directors then in office determines that such action is necessary or appropriate and not contrary to the interest of holders of Rights and, in the event that the number of Common Shares which are authorized by a fractionthe Company's Certificate of Incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights are not sufficient to permit the exercise in full of the Rights, or if any necessary regulatory approval for such issuance has not been obtained by the Company, the Company shall: (A) determine the excess of (1) the numerator of which shall be the sum of (a) the number of shares of Common Stock outstanding immediately prior to such Below Exercise Price Issuance; plus (b) (x) the Fair Market Value value of the aggregate consideration received by Common Shares issuable upon the Company in respect exercise of such Below Exercise Price Issuance, divided by a Right (ythe "CURRENT VALUE") over (2) the Exercise Price in effect immediately prior to (such Below Exercise Price Issuanceexcess, and (2) the denominator of which shall be the sum of (a) the number of shares of Common Stock outstanding immediately prior to such Below Exercise Price Issuance, plus (b) the number of such Additional Shares of Common Stock issued in such Below Exercise Price Issuance; and (B) the number of Warrant Shares issuable upon exercise of this Warrant shall be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price immediately prior to the adjustment pursuant to Section 3(f)(iii)(A"SPREAD") and (B) with respect to each Right, make adequate provision to substitute for such Common Shares, upon exercise of the denominator Rights, (1) cash, (2) a reduction in the Exercise Price, (3) other equity securities of the Company (including, without limitation, shares or units of shares of any series of preferred stock which a majority of the Continuing Directors then in office has deemed to have the same value as Common Shares (such shares or units of shares of preferred stock are herein called "COMMON STOCK EQUIVALENTS")), except to the extent that the Company has not obtained any necessary stockholder or regulatory approval for such issuance, (4) debt securities of the Company, except to the extent that the Company has not obtained any necessary stockholder or regulatory approval for such issuance, (5) other assets or (6) any combination of the foregoing, having an aggregate value equal to the Current Value, where such aggregate value has been determined by a majority of the Continuing Directors then in office based upon the advice of a nationally recognized investment banking firm selected by a majority of the Continuing Directors then in office; PROVIDED, HOWEVER, if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) days following the later of (x) the first occurrence of a Triggering Event and (y) the date on which the Company's right of redemption pursuant to Section 23(a) expires (the later of (x) and (y) being referred to herein as the "SECTION 11(a)(ii) TRIGGER DATE"), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Exercise Price, Common Shares (to the extent available), except to the extent that the Company has not obtained any necessary stockholder or regulatory approval for such issuance, and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If a majority of the Continuing Directors then in office shall determine in good faith that it is likely that sufficient additional Common Shares could be authorized for issuance upon exercise in full of the Rights or that any necessary regulatory approval for such issuance will be obtained, the thirty (30) day period set forth above may be extended to the extent necessary, but not more than ninety (90) days after the Section 11(a)(ii) Trigger Date, in order that the Company may seek stockholder approval for the authorization of such additional shares or take action to obtain such regulatory approval (such period, as it may be extended, the "SUBSTITUTION PERIOD"). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof, that such action shall apply uniformly to all outstanding Rights and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares, to take any action to obtain any required regulatory approval and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of the Common Shares shall be the Exercise Current Per Share Market Price immediately after of the Common Shares on the Section 11(a)(ii) Trigger Date and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Shares on such adjustmentdate.

Adjustment of Exercise Price. Subject to Section 3(f)(iv), in the event the Company shalla) If, at any time and or from time to time while any of this Warrant remains in full force and effect, the Warrants is outstanding, issue Company shall subdivide or sell Additional Shares combine its outstanding shares of Common Stock for a consideration per shareby recapitalization, as determined by such consideration’s Fair Market Value in accordance with Section 3(f)(ii)reclassification, less than split-up or combination thereof, the Exercise Price in effect immediately prior thereto shall be proportionally decreased, in the case of subdivision, or increased, in the case of combination. Any such adjustment shall become effective at the close of business on the date that such subdivision or combination shall become effective. b) If, at any time or from time to such issuance (time while this Warrant remains in full force and effect, the Company shall issue to holders of its shares of Common Stock any shares of Common Stock as a “Below Exercise Price Issuance”)stock dividend, then, effective immediately upon the date of and in such Below Exercise Price Issuance: (A) case, the Exercise Price in effect immediately after such Below Exercise Price Issuance prior thereto shall be reduced so that the same shall equal the decreased to a price determined by multiplying the Exercise Price in effect immediately prior to such Below Exercise Price Issuance by a fraction: (1) , the numerator of which shall be the sum of (a) the number of shares of Common Stock outstanding immediately prior to such Below Exercise Price Issuance; plus (b) (x) the Fair Market Value of the aggregate consideration received by the Company in respect of such Below Exercise Price Issuance, divided by (y) the Exercise Price in effect immediately prior to such Below Exercise Price Issuance, issuance and (2) the denominator of which shall be the sum of (a) the number of shares of Common Stock outstanding immediately prior to after such Below issuance. c) Upon any adjustment of the Exercise Price Issuance, plus as provided in Sections 5(a) and (b) the number of such Additional Shares of Common Stock issued in such Below Exercise Price Issuance; and (B) ), the number of Warrant Shares issuable upon exercise of this Warrant shall be adjusted changed to the number of Warrant Shares determined by multiplying such dividing (i) an amount equal to the number by a fraction: (A) of shares issuable pursuant to the numerator exercise of which shall be the Exercise Price this Warrant immediately prior to the adjustment pursuant to Section 3(f)(iii)(A) and (B) the denominator of which shall be multiplied by the Exercise Price in effect immediately prior to the adjustment, by (ii) the Exercise Price in effect immediately after such the adjustment.

Adjustment of Exercise Price. Subject to Section 3(f)(iv), in Upon Issuance of Additional -------------------------------------------------------- Shares of Common Stock. In the event the Company shall, shall at any time and from time to time while any of after the Warrants is outstanding, ---------------------- Original Issue Date issue or sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to subsection 3(b)(iii), but excluding shares issued as a dividend or distribution or upon a stock split or combination as provided in subsection 3(c)), without consideration or for a consideration per share, as determined by such consideration’s Fair Market Value in accordance with Section 3(f)(ii), share less than the Exercise Price in effect on the date of and immediately prior to such issuance (a “Below issue, then and in such event, such Exercise Price Issuance”), then, effective immediately upon the date of such Below Exercise Price Issuance: (A) the Exercise Price in effect immediately after such Below Exercise Price Issuance shall be reduced so that reduced, concurrently with such issue, to a price (calculated to the same shall equal the price nearest cent) determined by multiplying the such Exercise Price in effect immediately prior to such Below Exercise Price Issuance by a fraction: , (1A) the numerator of which shall be the sum of (a1) the number of shares of Common Stock outstanding immediately prior to such Below Exercise Price Issuance; issue plus (b) (x2) the Fair Market Value number of shares of Common Stock which the aggregate consideration received or to be received by the Company in respect for the total number of Additional Shares of Common Stock so issued would purchase at such Below Exercise Price Issuance, divided by (y) the Exercise Price in effect immediately prior to such Below Exercise Price Issuance, Price; and (2B) the denominator of which shall be the sum of (a) the number of shares of Common Stock outstanding immediately prior to such Below Exercise Price Issuance, issue plus (b) the number of such Additional Shares of Common Stock issued in so issued; provided that, (i) for the purpose of this -------- ---- subsection 3(b)(iv), all shares of Common Stock issuable upon exercise or conversion of Options or Convertible Securities outstanding immediately prior to such Below Exercise Price Issuance; and issue shall be deemed to be outstanding (Bother than shares excluded from the definition of "Additional Shares of Common Stock" by virtue of clause (II) of subsection 3(b)(i)(D)), and (ii) the number of Warrant Shares shares of Common Stock deemed issuable upon exercise conversion of such outstanding Options and Convertible Securities shall not give effect to any adjustments to the conversion price or conversion rate of such Options or Convertible Securities resulting from the issuance of Additional Shares of Common Stock that is the subject of this Warrant calculation. Notwithstanding the foregoing, the applicable Exercise Price shall not be so reduced at such time if the amount of such reduction would be an amount less than $.05, but any such amount shall be adjusted by multiplying carried forward and reduction with respect thereto made at the time of and together with any subsequent reduction which, together with such number by a fraction: (A) the numerator of which amount and any other amount or amounts so carried forward, shall be the Exercise Price immediately prior to the adjustment pursuant to Section 3(f)(iii)(A) and (B) the denominator of which shall be the Exercise Price immediately after such adjustmentaggregate $.05 or more.

Adjustment of Exercise Price. Subject to Section 3(f)(iv), in Whenever the event the Company shall, at any time and from time to time while any of the Warrants is outstanding, issue or sell Additional Shares number of Common Stock for a consideration per shareShares purchasable upon the exercise of each Warrant is adjusted, as determined by such consideration’s Fair Market Value in accordance with Section 3(f)(ii)herein provided, less than the Exercise Price in effect immediately prior to such issuance (a “Below Exercise Price Issuance”), then, effective immediately per Common Share payable upon the date exercise of such Below Exercise Price Issuance: (A) the Exercise Price in effect immediately after such Below Exercise Price Issuance Warrant shall be reduced adjusted (calculated to the nearest $.01) so that the same it shall equal the price determined by multiplying the such Exercise Price in effect immediately prior to such Below Exercise Price Issuance adjustment by a fraction: (1) fraction the numerator of which shall be the sum of (a) the number of shares Common Shares purchasable upon the exercise of Common Stock outstanding each Warrant immediately prior to such Below Exercise Price Issuance; plus (b) (x) the Fair Market Value of the aggregate consideration received by the Company in respect of such Below Exercise Price Issuance, divided by (y) the Exercise Price in effect immediately prior to such Below Exercise Price Issuance, adjustment and (2) the denominator of which shall be the sum number of (a) Common Shares so purchasable immediately thereafter. Following any adjustment to the Exercise Price pursuant to this Article IV, the amount payable, when adjusted, together with the amount paid in connection with the original issuance of the Warrants, shall never be less than the par value per Common Share at the time of such adjustment; provided, that, in the event that, but for this provision, the Exercise Price would be reduced to an amount less than the par value per Common Share, the number of shares of Common Stock outstanding immediately prior Shares for which the Warrants are exercisable shall increase automatically by an amount entitling the Holders to such Below the same economic benefit they would have received if the Exercise Price Issuancewere reduced to an amount less than the par value per Common Share. If after an adjustment, plus (b) the number a Holder of such Additional Shares of Common Stock issued in such Below Exercise Price Issuance; and (B) the number of a Warrant Shares issuable upon exercise of this Warrant it may receive shares of two or more classes in the capital of the Company, the Company shall be determine the allocation of the adjusted by multiplying Exercise Price between such number by classes of shares in a fraction: (A) manner that the numerator of which shall be Board deems fair and equitable to the Holders. After such allocation, the exercise privilege and the Exercise Price immediately prior of each class of shares shall thereafter be subject to the adjustment pursuant on terms comparable to Section 3(f)(iii)(A) and (B) the denominator of which those applicable to Common Shares in this Article IV. Such adjustment shall be the Exercise Price immediately after such adjustmentmade successively whenever any event listed above shall occur.

Adjustment of Exercise Price. Subject NUMBER OF SHARES OR NUMBER OF RIGHTS. The Exercise Price, the number and kind of shares or other property covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 3(f)(iv), in 11. (i) In the event the Company shall, shall at any time and from time to time while after the date of this Agreement (A) declare a dividend on the Common Shares payable in Common Shares, (B) subdivide the outstanding Common Shares, (C) combine the outstanding Common Shares (by reverse stock split or otherwise) into a smaller number of Common Shares, or (D) issue any shares of its capital stock in a reclassification of the Warrants Common Shares (including any such reclassification in connection with a consolidation or merger in which the Company is outstanding, issue the continuing or sell Additional Shares of Common Stock for a consideration per share, as determined by such consideration’s Fair Market Value in accordance with Section 3(f)(iisurviving corporation), less than then, in each such event, except as otherwise provided in this Section 11 and Section 7(e) hereof: (1) the Exercise Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification shall be adjusted so that the Exercise Price thereafter shall equal the result obtained by dividing the Exercise Price in effect immediately prior to such issuance time by a fraction (the "ADJUSTMENT FRACTION"), the numerator of which shall be the total number of Common Shares (or shares of capital stock issued in such reclassification of the Common Shares) outstanding immediately following such time and the denominator of which shall be the total number of Common Shares outstanding immediately prior to such time; PROVIDED, HOWEVER, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of such Right; and (2) the number of Common Shares (or shares of such other capital stock) issuable upon the exercise of each Right shall equal the number of Common Shares (or shares of such other capital stock) as were issuable upon exercise of a “Below Right immediately prior to the occurrence of the event described in clauses (A)-(D) of this Section 11(a)(i), multiplied by the Adjustment Fraction. Each Common Share that shall become outstanding after an adjustment has been made pursuant to this Section 11(a)(i) shall have associated with it the number of Rights, exercisable at the Exercise Price Issuance”), then, effective immediately upon and for the date number of Common Shares (or shares of such Below Exercise Price Issuance:other capital stock) as one Common Share has associated with it immediately following the adjustment made pursuant to this Section 11(a)(i). (Aii) Subject to Section 24 of this Agreement, in the event a Triggering Event shall have occurred, then promptly following such Triggering Event each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have the right to receive for each Right, upon exercise thereof in accordance with the terms of this Agreement and payment of the Exercise Price in effect immediately after prior to the occurrence of the Triggering Event, such Below Exercise Price Issuance shall be reduced so that number of Common Shares of the same Company as shall equal the result obtained by multiplying the Exercise Price in effect immediately prior to the occurrence of the Triggering Event by the number of Common Shares for which a Right was exercisable (or would have been exercisable if the Distribution Date had occurred) immediately prior to the first occurrence of a Triggering Event, and dividing that product by 50% of the Current Per Share Market Price for Common Shares on the date of occurrence of the Triggering Event; provided, however, that the Exercise Price and the number of Common Shares of the Company so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof to reflect any events occurring in respect of the Common Shares of the Company after the occurrence of the Triggering Event. (iii) In lieu of issuing Common Shares in accordance with Section 11(a)(ii) hereof, the Company may, if the Company's Board of Directors determines that such action is necessary or appropriate and not contrary to the interest of holders of Rights and, in the event that the number of Common Shares which are authorized by the Company's Certificate of Incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights are not sufficient to permit the exercise in full of the Rights, or if any necessary regulatory approval for such issuance has not been obtained by the Company, the Company shall: (A) determine the excess of (1) the value of the Common Shares issuable upon the exercise of a Right (the "CURRENT VALUE") over (2) the Exercise Price (such excess, the "SPREAD") and (B) with respect to each Right, make adequate provision to substitute for such Common Shares, upon exercise of the Rights, (1) cash, (2) a reduction in the Exercise Price, (3) other equity securities of the Company (including, without limitation, shares or units of shares of any series of preferred stock which the Company's Board of Directors has deemed to have the same value as Common Shares (such shares or units of shares of preferred stock are herein called "COMMON STOCK EQUIVALENTS")), except to the extent that the Company has not obtained any necessary stockholder or regulatory approval for such issuance, (4) debt securities of the Company, except to the extent that the Company has not obtained any necessary stockholder or regulatory approval for such issuance, (5) other assets or (6) any combination of the foregoing, having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Company's Board of Directors based upon the advice of a nationally recognized investment banking firm selected by the Company's Board of Directors; PROVIDED, HOWEVER, if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) days following the later of (x) the first occurrence of a Triggering Event and (y) the date on which the Company's right of redemption pursuant to Section 23(a) expires (the later of (x) and (y) being referred to herein as the "SECTION 11(a)(ii) TRIGGER DATE"), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Exercise Price, Common Shares (to the extent available), except to the extent that the Company has not obtained any necessary stockholder or regulatory approval for such issuance, and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Company's Board of Directors shall determine in good faith that it is likely that sufficient additional Common Shares could be authorized for issuance upon exercise in full of the Rights or that any necessary regulatory approval for such issuance will be obtained, the thirty (30) day period set forth above may be extended to the extent necessary, but not more than ninety (90) days after the Section 11(a)(ii) Trigger Date, in order that the Company may seek stockholder approval for the authorization of such additional shares or take action to obtain such regulatory approval (such period, as it may be extended, the "SUBSTITUTION PERIOD"). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof, that such action shall apply uniformly to all outstanding Rights and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares, to take any action to obtain any required regulatory approval and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of the Common Shares shall be the Current Per Share Market Price of the Common Shares on the Section 11(a)(ii) Trigger Date and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Shares on such date. (b) In case the Company shall, at any time after the date of this Agreement, fix a record date for the issuance of rights, options or warrants to all holders of Common Shares or of any class or series of Equivalent Shares entitling such holders (for a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase Common Shares or Equivalent Shares or securities convertible into Common Shares or Equivalent Shares at a price per share (or having a conversion price per share, if a security convertible into Common Shares or Equivalent Shares) less than the then Current Per Share Market Price of the Common Shares or Equivalent Shares on such record date, then, in each such case, the Exercise Price to be in effect after such record date shall be determined by multiplying the Exercise Price in effect immediately prior to such Below Exercise Price Issuance record date by a fraction: (1) , the numerator of which shall be the sum number of Common Shares and Equivalent Shares (if any) outstanding on such record date, plus the number of Common Shares or Equivalent Shares, as the case may be, which the aggregate offering price of the total number of Common Shares or Equivalent Shares, as the case may be, to be offered or issued (and/or the aggregate initial conversion price of the convertible securities to be offered or issued) would purchase at such current market price, and the denominator of which shall be the number of Common Shares and Equivalent Shares (if any) outstanding on such record date, plus the number of additional Common Shares or Equivalent Shares, as the case may be, to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); PROVIDED, HOWEVER, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Company's Board of Directors, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Common Shares and Equivalent Shares owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed, and in the event that such rights, options or warrants are not so issued, the Exercise Price shall be adjusted to be the Exercise Price which would then be in effect if such record date had not been fixed. (c) In case the Company shall, at any time after the date of this Agreement, fix a record date for the making of a distribution to all holders of the Common Shares or of any class or series of Equivalent Shares (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation) of evidences of indebtedness or assets (other than a regular quarterly cash dividend, if any, or a dividend payable in Common Shares) or subscription rights, options or warrants (excluding those referred to in Section 11(b)), then, in each such case, the Exercise Price to be in effect after such record date shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the Current Per Share Market Price of a Common Share or an Equivalent Share on such record date, less the fair market value per Common Share or Equivalent Share (as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent) of the portion of the cash, assets or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to a Common Share or Equivalent Share, as the case may be, and the denominator of which shall be such Current Per Share Market Price of a Common Share or Equivalent Share on such record date; PROVIDED, HOWEVER, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. Such adjustments shall be made successively whenever such a record date is fixed, and in the event that such distribution is not so made, the Exercise Price shall be adjusted to be the Exercise Price which would have been in effect if such record date had not been fixed. (d) Anything herein to the contrary notwithstanding, no adjustment in the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Exercise Price; PROVIDED, HOWEVER, that any adjustments which by reason of this Section 11(d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 11 shall be made to the nearest cent or to the nearest ten-thousandth of a Common Share or other share, as the case may be. Notwithstanding the first sentence of this Section 11(d), any adjustment required by this Section 11 shall be made no later than the earlier of (ai) three (3) years from the date of the transaction which requires such adjustment or (ii) the Expiration Date. (e) If as a result of an adjustment made pursuant to Section 11(a) or 13(a) hereof, the holder of any Right thereafter exercised shall become entitled to receive any shares of capital stock other than Common Shares, thereafter the number of such other shares so receivable upon exercise of any Right and, if required, the Exercise Price thereof, shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Shares contained in Sections 11(a), 11(b), 11(c), 11(d), 11(g), 11(h), 11(i), 11(j), 11(k) and 11(l), and the provisions of Sections 7, 9, 10, 13 and 14 with respect to the Common Shares shall apply on like terms to any such other shares. (f) All Rights originally issued by the Company subsequent to any adjustment made to the Exercise Price hereunder shall evidence the right to purchase, at the adjusted Exercise Price, the number of Common Shares purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (g) Unless the Company shall have exercised its election as provided in Section 11(h), upon each adjustment of the Exercise Price as a result of the calculations made in Section 11(b), each Right outstanding immediately prior to the making of such adjustment shall thereafter evidence the right to purchase, at the adjusted Exercise Price, that number of Common Shares (calculated to the nearest ten-thousandth of a share) obtained by (i) multiplying (x) the number of shares of Common Stock outstanding Shares covered by a Right immediately prior to such Below Exercise Price Issuance; plus (b) (x) the Fair Market Value of the aggregate consideration received by the Company in respect of such Below Exercise Price Issuancethis adjustment, divided by (y) the Exercise Price in effect immediately prior to such Below adjustment of the Exercise Price IssuancePrice, and (2ii) dividing the denominator product so obtained by the Exercise Price in effect immediately after such adjustment of which shall be the sum Exercise Price. (h) The Company may elect on or after the date of (aany adjustment of the Exercise Price as a result of the calculations made in Section 11(b) to adjust the number of shares Rights, in substitution for any adjustment in the number of Common Stock Shares purchasable upon the exercise of a Right. Each of the Rights outstanding after such adjustment of the number of Rights shall be exercisable for the number of Common Shares for which a Right was exercisable immediately prior to such Below Exercise Price Issuance, plus (b) adjustment. Each Right held of record prior to such adjustment of the number of such Additional Shares of Common Stock issued in such Below Exercise Price Issuance; and (B) the number of Warrant Shares issuable upon exercise of this Warrant Rights shall be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price immediately prior to the adjustment pursuant to Section 3(f)(iii)(A) and (B) the denominator of which shall be the Exercise Price immediately after such adjustment.become t

Adjustment of Exercise Price. Subject to Section 3(f)(iv), in Upon Issuance of Additional Shares --------------------------------------------------------------- of Common Stock. In the event the Company shall, shall at any time and from time to time while any of after the Warrants is outstanding, Original --------------- Issue Date issue or sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to subsection 3(b)(iii), but excluding shares issued as a dividend or distribution or upon a stock split or combination as provided in subsection 3(c)), without consideration or for a consideration per share, as determined by such consideration’s Fair Market Value in accordance with Section 3(f)(ii), share less than the Exercise Price in effect on the date of and immediately prior to such issuance (a “Below issue, then and in such event, such Exercise Price Issuance”), then, effective immediately upon the date of such Below Exercise Price Issuance: (A) the Exercise Price in effect immediately after such Below Exercise Price Issuance shall be reduced so that reduced, concurrently with such issue, to a price (calculated to the same shall equal the price nearest cent) determined by multiplying the such Exercise Price in effect immediately prior to such Below Exercise Price Issuance by a fraction: , (1A) the numerator of which shall be the sum of (a1) the number of shares of Common Stock outstanding immediately prior to such Below Exercise Price Issuance; issue plus (b) (x2) the Fair Market Value number of shares of Common Stock which the aggregate consideration received or to be received by the Company in respect for the total number of Additional Shares of Common Stock so issued would purchase at such Below Exercise Price Issuance, divided by (y) the Exercise Price in effect immediately prior to such Below Exercise Price Issuance, Price; and (2B) the denominator of which shall be the sum of (a) the number of shares of Common Stock outstanding immediately prior to such Below Exercise Price Issuance, issue plus (b) the number of such Additional Shares of Common Stock issued in so issued; provided -------- that, (i) for the purpose of this subsection 3(b)(iv), all shares of Common ---- Stock issuable upon exercise or conversion of Options or Convertible Securities outstanding immediately prior to such Below Exercise Price Issuance; and issue shall be deemed to be outstanding (Bother than shares excluded from the definition of "Additional Shares of Common Stock" by virtue of clause (II) of subsection 3(b)(i)(D)), and (ii) the number of Warrant Shares shares of Common Stock deemed issuable upon exercise conversion of such outstanding Options and Convertible Securities shall not give effect to any adjustments to the conversion price or conversion rate of such Options or Convertible Securities resulting from the issuance of Additional Shares of Common Stock that is the subject of this Warrant calculation. Notwithstanding the foregoing, the applicable Exercise Price shall not be so reduced at such time if the amount of such reduction would be an amount less than $.05, but any such amount shall be adjusted by multiplying carried forward and reduction with respect thereto made at the time of and together with any subsequent reduction which, together with such number by a fraction: (A) the numerator of which amount and any other amount or amounts so carried forward, shall be the Exercise Price immediately prior to the adjustment pursuant to Section 3(f)(iii)(A) and (B) the denominator of which shall be the Exercise Price immediately after such adjustmentaggregate $.05 or more.

Adjustment of Exercise Price. Subject to Section 3(f)(iv3.6(d), in the event the Company shall, at any time and from time to time while any of the Warrants is outstanding, issue or sell Additional Shares of Class A Common Stock for a consideration per share, as determined by such consideration’s Fair Market Value in accordance with Section 3(f)(ii3.6(b), less than the Exercise Price in effect immediately prior to such issuance (a “Below Exercise Price Issuance”), then, effective immediately upon the date of such Below Exercise Price Issuance: (Ai) the Exercise Price in effect immediately after such Below Exercise Price Issuance shall be reduced so that the same shall equal the price determined by multiplying the Exercise Price in effect immediately prior to such Below Exercise Price Issuance by a fraction: (1) the numerator of which shall be the sum of (a) the number of shares of Class A Common Stock outstanding immediately prior to such Below Exercise Price Issuance; plus (b) (x) the Fair Market Value of the aggregate consideration received by the Company in respect of such Below Exercise Price Issuance, divided by (y) the Exercise Price in effect immediately prior to such Below Exercise Price Issuance, and (2) the denominator of which shall be the sum of (a) the number of shares of Class A Common Stock outstanding immediately prior to such Below Exercise Price Issuance, plus (b) the number of such Additional Shares of Class A Common Stock issued in such Below Exercise Price Issuance; and (Bii) the number of Warrant Shares issuable upon exercise of this Warrant shall be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price immediately prior to the adjustment pursuant to Section 3(f)(iii)(A3.6(c)(i) and (B) the denominator of which shall be the Exercise Price immediately after such adjustment.

Adjustment of Exercise Price. Subject Number of Shares ---------------------------------------------- Purchasable and Number of Warrants. The Exercise Price and the number of Shares ---------------------------------- purchasable upon the exercise of each Warrant are subject to Section 3(f)(iv), in the event the Company shall, at any time and adjustment from time to time while as provided in this Section 11. (a) If the Company shall subdivide its outstanding Shares into a greater number of shares or pay a dividend in Shares or make any other distribution of the Warrants is outstandingShares without consideration, issue or sell Additional Shares of Common Stock for a consideration per share, as determined by such consideration’s Fair Market Value in accordance with Section 3(f)(ii), less than the Exercise Price in effect immediately prior to such issuance (change shall be proportionately reduced and, conversely, in case the outstanding Shares shall be combined into a “Below smaller number of Shares, the Exercise Price Issuance”)in effect immediately prior to such combination shall be proportionately increased, then, effective immediately upon and the number of Shares purchasable by the holder of each Warrant shall be adjusted accordingly so that the aggregate purchase price on exercise of such Warrant remains the same. (b) If the Company shall issue rights or warrants to all holders of Shares entitling them (for a period not exceeding 45 days from the date of such Below issuance) to subscribe for or purchase Shares at a price per Share less than the current market price per Share (as determined pursuant to subsection (d) below) of the Shares on the record date mentioned below, the Exercise Price Issuanceshall be adjusted to a price, computed to the nearest cent, so that the same shall equal the price determined by multiplying: (A1) the Exercise Price in effect immediately prior to the date of issuance of such rights or warrants by a fraction, of which (2) the numerator shall be (A) the number of Shares outstanding on the date of issuance of such rights or warrants, immediately prior to such issuance, plus (B) the number of Shares ---- which the aggregate offering price of the total number of Shares so offered for subscription or purchase would purchase at such current market price (determined by multiplying such total number of Shares by the exercise price of such rights or warrants and dividing the product so obtained by such current market price), and of which (3) the denominator shall be (A) the number of Shares outstanding on the date of issuance of such rights or warrants immediately prior to such issuance, plus (B) the number of additional ---- Shares which are so offered for subscription or purchase. Except as provided in subsection (e) below, such adjustment shall become effective immediately after the record date for the determination of holders entitled to receive such Below rights or warrants. In addition, the number of Shares purchasable by the holder of each Warrant shall be adjusted accordingly so that the aggregate purchase price on exercise of such Warrant remains the same. (i) If the Company shall distribute to substantially all holders of Shares, evidences of indebtedness, equity securities (other than Shares) or other assets (other than cash dividends) or shall distribute to all or substantially all holders of Shares, rights or warrants to subscribe to securities (other than those referred to in subsection 11(b) above) (all such evidences of indebtedness, equity securities and other assets, rights and warrants being referred to herein as "Distributed Assets"), then in each such case the Exercise Price Issuance shall be reduced adjusted so that the same shall be equal to the price determined by multiplying the Exercise Price in effect immediately prior to the date of such Below Exercise Price Issuance distribution by a fraction: (1) fraction of which the numerator of which shall be the sum current market price per Share (determined as provided in subsection 11(d) below) on the record date mentioned below less the then fair market value (as determined by the Board of Directors of the Company or any committee thereof duly authorized to act, whose determination shall, if made in good faith, be conclusive evidence of such fair market value) of the portion of the Distributed Assets applicable to one Share, and of which the denominator shall be such current market price per Share. No adjustment shall be made pursuant to this paragraph (ac)(i) unless, on the record date for such distribution, the current market price per Share exceeds the fair market value of the Distributed Assets applicable to each outstanding Share. (ii) In the event, and each time, that the Company distributes Distributed Assets to substantially all holders of its Shares and the current market price per Share on the record date for such distribution is less than or equal to the fair market value of the Distributed Assets applicable to each Share on such date, then the number of shares of Common Stock outstanding immediately prior to such Below Exercise Price Issuance; plus (b) (x) the Fair Market Value of the aggregate consideration received by the Company in respect of such Below Exercise Price Issuance, divided by (y) the Exercise Price in effect immediately prior to such Below Exercise Price Issuance, and (2) the denominator of which shall be the sum of (a) the number of shares of Common Stock outstanding immediately prior to such Below Exercise Price Issuance, plus (b) the number of such Additional Shares of Common Stock issued in such Below Exercise Price Issuance; and (B) the number of Warrant Shares issuable purchasable upon exercise of this the Warrant shall be adjusted by multiplying the number of Shares purchasable upon exercise of the Warrant immediately prior to such number distribution by a fraction: , the numerator of which is the sum of (A) the numerator of which shall be current market price per Share (determined as provided in subsection 11(d) below) on the Exercise Price immediately prior to the adjustment pursuant to Section 3(f)(iii)(A) record date and (B) the fair market value (as determined by the Board of Directors of the Company or any committee thereof duly authorized to act, whose determination shall, if made in good faith, be conclusive evidence of such fair market value) of the Distributed Assets applicable to one Share and the denominator of which is the current market price per Share (determined as provided in subsection 11(d) below) on the record date. Except as provided in subsection 11(e) below, such adjustment shall become effective immediately after the record date for the determination of holders entitled to receive such distribution. (d) For the purpose of any computation under subsections (b) and (c) above, the current market price per Share on any date shall be deemed to be the average of the closing prices for the 30 consecutive Trading Days (as hereinafter defined) commencing 45 days before the date in question, and, if not publicly traded, the fair market value determined in good faith by the Board of Directors of the Company. (e) In any case in which this Section 11 shall require that an adjustment be made immediately following a record date, the Company may elect to defer the effectiveness of such adjustment (but in no event until a date later than the effective time of the event giving rise to such adjustment), in which case the Company shall, with respect to any Warrant exercised after such record date and before such adjustment shall have become effective (i) defer issuing to the holder of the Warrant Certificate evidencing such Warrant the number of Shares and other capital stock of the Company issuable upon such exercise in excess of the number of Shares and other capital stock of the Company issuable thereupon only on the basis of the Exercise Price prior to adjustment, and (ii) not later than five business days after such adjustment shall have become effective issue to such holder the additional Shares and other capital stock of the Company issuable on such exercise; provided that such additional Shares -------- shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become the holder of record of such additional Shares as of the date of the surrender of the applicable Warrant Certificate and payment of the Exercise Price. (f) No adjustment in the Exercise Price shall be required unless such adjustment would require an increase or decease of at least 1% of the Exercise Price per Share; provided that any adjustments which by reason of -------- this subsection 11(f) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 11 shall be made to the nearest cent or to the nearest one-hundredth of a Share, as the case may be. (g) For purposes of subsection (d) above, the closing price for each day shall be (i) if the Shares are listed or admitted to trading on any securities exchange, the closing price, regular way, on such day on the principal national exchange on which the Shares are so listed, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, (ii) if the Shares are not then listed or admitted to trading on any securities exchange, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, and (iii) if the Shares are not then listed or admitted to trading on any securities exchange and no such reported closing sale price or closing bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or The Wall Street Journal, ----------------------- Eastern Edition, or if such newspaper is no longer published then in a newspaper of general circulation in the Borough of Manhattan, City and State of New York, customarily published on each business day, designated by the Company or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported. If none of the above conditions are met, the closing price of the Shares on any day, or the average of such closing prices for any period, shall be the fair market value per share of the Shares as determined by a member firm of the New York Stock Exchange, Inc. selected by the Company. As used herein, the term "Trading Days" with respect to the Shares means (1) if the Shares are listed or admitted for trading on any national securities exchange, days on which such national securities exchange is open for business, or (2) if the Shares are quoted on the electronic inter- dealer quotation system operated by the Nasdaq Stock Market, Inc., a subsidiary of the National Association of Securities Dealers, Inc., or any similar system of automated dissemination of quotations of securities prices, days on which trades may be made on such system. (h) Anything in this Section 11 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the Exercise Price or increases in the number of Shares purchasable upon exercise of each Warrant, in addition to those required by this Section, as it in its discretion shall reasonably determine to be advisable in order that any stock dividend, subdivision of shares, distribution of rights or warrants to purchase stock or securities, or distribution of other assets (other than cash dividends) hereafter made by the Company to its stockholders shall not be taxable. (i) If any of the following shall occur, namely (i) any reclassification or change of outstanding Shares (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation, share exchange or merger to which the Company is a party as a result of which the holders of Shares shall be entitled to receive stock, other securities or other assets with respect to or in exchange for Shares, or (iii) sale or conveyance of all or substantially all of the property or business of the Company as an entirety, then the Company, or such successor or purchasing corporation, as the case may be, shall, as a condition precedent to such reclassification, change, consolidation, share exchange, merger, sale or conveyance, execute an agreement providing that any holder of a Warrant then outstanding shall have the right thereafter and until the expiration of such Warrant to exercise such Warrant for the kind and amount of shares of stock and other securities and property receivable upon such reclassification, change, consolidation, share exchange, merger, sale or conveyance by a holder of the number of Shares issuable upon exercise of such Warrant immediately after prior to such adjustmentreclassification, change, consolidation, share exchange, merger, sale or conveyance. Such agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 11. If, in the case of any such consolidation, share exchange, merger, sale or conveyance, the stock or other securities and property receivable thereupon by a holder of Shares includes shares of stock or other securities and property of a corporation other than the successor or purchasing corporation, as the case may be, in such consolidation, share exchange, merger, sale or conveyance, then such agreement shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Warrants as the Board of Directors of the Company shall reasonably consider necessary by reason of the foregoing. The provisions of this Section shall bind the holder of the Warrant and shall similarly apply to successive consolidations, share exchanges, mergers, sales or conveyances. (j) Irrespective of any adjustments in the Exercise Price or the number or kind of shares or other securities or property purchasable upon the exercise of the Warrants, Warrant Certificates theretofore or thereafter issued may continue to express the same Exercise Price per share and number and kind of shares as are stated on the Warrant Certificates initially issuable pursuant to this Warrant Agreement.

Adjustment of Exercise Price. Subject NUMBER OF SHARES OR NUMBER OF RIGHTS. The Exercise Price, the number and kind of shares or other property covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 3(f)(iv)11. (a) (i) Anything in this Agreement to the contrary notwithstanding, in the event the Company shall, shall at any time and from time to time while after the date of this Agreement (A) declare a dividend on the Preferred Shares payable in Preferred Shares, (B) subdivide the outstanding Preferred Shares, (C) combine the outstanding Preferred Shares (by reverse stock split or otherwise) into a smaller number of Preferred Shares, or (D) issue any shares of its capital stock in a reclassification of the Warrants Preferred Shares (including any such reclassification in connection with a consolidation or merger in which the Company is outstanding, issue the continuing or sell Additional Shares of Common Stock for a consideration per share, as determined by such consideration’s Fair Market Value in accordance with Section 3(f)(iisurviving corporation), less than then, in each such event, except as otherwise provided in this Section 11 and Section 7(e) hereof: (1) the Exercise Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification shall be adjusted so that the Exercise Price thereafter shall equal the result obtained by dividing the Exercise Price in effect immediately prior to such issuance time by a fraction (a “Below Exercise Price Issuance”the "ADJUSTMENT FRACTION"), then, effective immediately upon the date of such Below Exercise Price Issuance: (A) the Exercise Price in effect immediately after such Below Exercise Price Issuance shall be reduced so that the same shall equal the price determined by multiplying the Exercise Price in effect immediately prior to such Below Exercise Price Issuance by a fraction: (1) the numerator of which shall be the sum of (a) the total number of Preferred Shares (or shares of Common Stock capital stock issued in such reclassification of the Preferred Shares) outstanding immediately prior to following such Below Exercise Price Issuance; plus (b) (x) the Fair Market Value of the aggregate consideration received by the Company in respect of such Below Exercise Price Issuance, divided by (y) the Exercise Price in effect immediately prior to such Below Exercise Price Issuance, time and (2) the denominator of which shall be the sum of (a) the total number of shares of Common Stock Preferred Shares outstanding immediately prior to such Below Exercise Price Issuancetime; PROVIDED, plus HOWEVER, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of such Right; and (b2) the number of one-thousandths of a Preferred Share (or share of such Additional Shares other capital stock) issuable upon the exercise of Common Stock issued in such Below Exercise Price Issuance; and (B) each Right shall equal the number of Warrant Shares one-thousandths of a Preferred Share (or share of such other capital stock) as was issuable upon exercise of this Warrant shall be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price Right immediately prior to the occurrence of the event described in clauses (A)-(D) of this Section 11(a)(i), multiplied by the Adjustment Fraction; provided, however, that, no such adjustment shall be made pursuant to this Section 3(f)(iii)(A11(a)(i) and to the extent that there shall have simultaneously occurred an event described in clause (A), (B), (C) or (D) of Section 11(n) with a proportionate adjustment being made thereunder. Each Common Share that shall become outstanding after an adjustment has been made pursuant to this Section 11(a)(i) shall have associated with the denominator number of which shall be Rights, exercisable at the Exercise Price and for the number of one-thousandths of a Preferred Share (or shares of such other capital stock) as one Common Share has associated with it immediately after such adjustmentfollowing the adjustment made pursuant to this Section 11(a)(i).

Adjustment of Exercise Price. Subject NUMBER OF SHARES OR NUMBER OF RIGHTS. The Exercise Price, the number and kind of shares or other property covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 3(f)(iv)11. (a) (i) Anything in this Agreement to the contrary notwithstanding, in the event the Company shall, shall at any time and from time to time while after the date of this Agreement (A) declare a dividend on the Preferred Shares payable in Preferred Shares, (B) subdivide the outstanding Preferred Shares, (C) combine the outstanding Preferred Shares (by reverse stock split or otherwise) into a smaller number of Preferred Shares, or (D) issue any shares of its capital stock in a reclassification of the Warrants Preferred Shares (including any such reclassification in connection with a consolidation or merger in which the Company is outstanding, issue the continuing or sell Additional Shares of Common Stock for a consideration per share, as determined by such consideration’s Fair Market Value in accordance with Section 3(f)(iisurviving corporation), less than then, in each such event, except as otherwise provided in this Section 11 and Section 7(e) hereof: (1) the Exercise Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification shall be adjusted so that the Exercise Price thereafter shall equal the result obtained by dividing the Exercise Price in effect immediately prior to such issuance time by a fraction (a “Below Exercise Price Issuance”the "ADJUSTMENT FRACTION"), then, effective immediately upon the date of such Below Exercise Price Issuance: (A) the Exercise Price in effect immediately after such Below Exercise Price Issuance shall be reduced so that the same shall equal the price determined by multiplying the Exercise Price in effect immediately prior to such Below Exercise Price Issuance by a fraction: (1) the numerator of which shall be the sum of (a) the total number of Preferred Shares (or shares of Common Stock capital stock issued in such reclassification of the Preferred Shares) outstanding immediately prior to following such Below Exercise Price Issuance; plus (b) (x) the Fair Market Value of the aggregate consideration received by the Company in respect of such Below Exercise Price Issuance, divided by (y) the Exercise Price in effect immediately prior to such Below Exercise Price Issuance, time and (2) the denominator of which shall be the sum of (a) the total number of shares of Common Stock Preferred Shares outstanding immediately prior to such Below Exercise Price Issuancetime; PROVIDED, plus HOWEVER, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of such Right; and (b2) the number of one-thousandths of a Preferred Share (or share of such Additional Shares other capital stock) issuable upon the exercise of Common Stock issued in such Below Exercise Price Issuance; and (B) each Right shall equal the number of Warrant Shares one-thousandths of a Preferred Share (or share of such other capital stock) as was issuable upon exercise of this Warrant shall be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price Right immediately prior to the occurrence of the event described in clauses (A)-(D) of this Section 11(a)(i), multiplied by the Adjustment Fraction; PROVIDED, HOWEVER, that, no such adjustment shall be made pursuant to this Section 3(f)(iii)(A11(a)(i) and to the extent that there shall have simultaneously occurred an event described in clause (A), (B), (C) or (D) of Section 11(n) with a proportionate adjustment being made thereunder. Each Common Share that shall become outstanding after an adjustment has been made pursuant to this Section 11(a)(i) shall have associated with it the denominator number of which shall be Rights, exercisable at the Exercise Price and for the number of one-thousandths of a Preferred Share (or shares of such other capital stock) as one Common Share has associated with it immediately after such adjustmentfollowing the adjustment made pursuant to this Section 11(a)(i).

Adjustment of Exercise Price. Subject The Exercise Price ---------------------------- and number of Warrant Shares issuable upon exercise of Warrants are subject to Section 3(f)(iv), in the event the Company shall, at any time and adjustment from time to time while any as set forth in this Section 3. 1. Upon each such adjustment of the Warrants is outstanding, issue or sell Additional Shares of Common Stock for a consideration per share, as determined by such consideration’s Fair Market Value in accordance with Section 3(f)(ii), less than the Exercise Price in effect immediately pursuant to this Section 3.1 (other than pursuant to Section 3.1(a)), each Holder of Warrant Certificates shall thereafter and prior to such issuance (a “Below Exercise Price Issuance”)the Expiration Date be entitled to purchase, then, effective immediately upon the date of such Below Exercise Price Issuance: (A) at the Exercise Price in effect immediately after resulting from such Below Exercise Price Issuance shall be reduced so that adjustment, the same shall equal the price determined number of Warrant Shares obtained by multiplying the Exercise Price in effect immediately prior to such Below Exercise Price Issuance adjustment by a fraction: (1) the numerator of which shall be the sum of (a) the number of shares of Common Stock outstanding immediately prior to such Below Exercise Price Issuance; plus (b) (x) the Fair Market Value of the aggregate consideration received by the Company in respect of such Below Exercise Price Issuance, divided by (y) the Exercise Price in effect immediately prior to such Below Exercise Price Issuance, and (2) the denominator of which shall be the sum of (a) the number of shares of Common Stock outstanding immediately prior to such Below Exercise Price Issuance, plus (b) the number of such Additional Shares of Common Stock issued in such Below Exercise Price Issuance; and (B) the number of Warrant Shares issuable upon exercise of this such Warrant shall be adjusted Certificates immediately prior to such adjustment and dividing the product thereof by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price resulting from such adjustment. (a) If at any time after the date hereof, the Company issues any shares of Common Stock or other securities of the Company convertible into or exchangeable for shares of Common Stock (other than Excluded Stock, as hereinafter defined) without consideration or for a consideration per share less than the Exercise Price in effect immediately prior to the adjustment pursuant to Section 3(f)(iii)(A) and issuance of such Common Stock or other securities (B) as the denominator of which shall be case may be), the Exercise Price immediately after will be reduced upon such adjustmentissuance to a price equal to the consideration (on a Common Stock equivalent basis) paid for such shares of Common Stock or other securities (as the case may be) but the number of Warrant Shares purchasable hereunder shall not be increased; provided, however, that in the case of the issuance of Common Stock for consideration in whole or in part other than cash, the non-cash consideration shall be deemed to be the fair market value thereof (as determined in good faith by the Company's Board of Directors), irrespective of any accounting treatment. For purposes hereof, "Excluded Stock" shall mean any shares of Common Stock or options or other rights convertible or exercisable for Common Stock issued by the Company: (i) under the circumstances contemplated by Section 3.1(b) or 3.1(c) hereof, (ii) to employees, officers, directors, consultants, customers and vendors to the Company pursuant to any arrangement approved by the Board of Directors of the Company, (iii) upon exercise of any warrants to purchase securities of the Company issued and outstanding as of the date hereof, (iv) pursuant to the acquisition of another business entity by the Company by merger, purchase of substantially all of the assets or shares, or other reorganization whereby the Company or its stockholders owns not less than a majority of the voting power of the surviving or successor Company, and (v) to any bank or affiliate thereof, equipment lessor, real property lessor, collaborative partner, business counterpart, licensor, vendor or other similar entity in a transaction not primarily for capital-raising purposes, and (vi) to any Strategic Investor. For purposes hereof, a "Strategic Investor" shall mean any person (including any natural person, company, limited partnership, general partnership, joint stock company, joint venture, association, trust, bank trust company, land trust, business trust, or other organization, whether or not a legal entity, and any government or agency or political subdivision thereof) who has significant operations in the Company's industry and is making an investment in the Company's securities for strategic, rather than exclusively financial, purposes. Notwithstanding anything to the contrary contained herein, the term "Excluded Stock" shall not include stock or other securities issued in the Taibbi Financing (as defined in the Purchase Agreement).

Adjustment of Exercise Price. Subject to Section 3(f)(iv), in the event If and whenever the Company shallissues or sells, at or in accordance with this Section 11(b) hereof is deemed to have issued or sold, any time and from time to time while any of the Warrants is outstanding, issue or sell Additional Shares shares of Common Stock for a consideration per share, as determined by such consideration’s Fair Market Value in accordance with Section 3(f)(ii), share less than the then Exercise Price in effect immediately prior to or for no consideration (such issuance (lower price, the "Base Share Price" and such issuances collectively, a “Below Exercise Price "Dilutive Issuance”"), then, effective immediately upon the date of such Below Exercise Price Issuance: (A) the Exercise Price in effect immediately after such Below Exercise Price Issuance shall be reduced so that to a price equal to the same shall equal greater of (i) the price determined Closing Price on the date the Securities Purchase Agreement is executed and delivered by multiplying all parties thereto, and (ii) the Exercise Price in effect immediately prior to such Below Exercise Price Issuance quotient obtained by a fraction: dividing (1) the numerator of which shall be an amount equal to the sum of (a) the total number of shares of Common Stock outstanding immediately prior to such Below Exercise Price Issuance; plus (b) (x) the Fair Market Value of the aggregate consideration received issuance, multiplied by the Company in respect of such Below Exercise Price Issuance, divided by (y) the Exercise Price in effect immediately prior to such Below Exercise Price Issuanceissuance, and (b) the consideration received by the Company upon such issuance, by (2) the denominator of which shall be the sum of (a) the total number of shares of Common Stock outstanding immediately after the issuance of such Common Stock (as set forth in this clause (ii), the "Quotient"); provided, that for purposes hereof, all shares of Common Stock that are issuable upon conversion, exercise or exchange of Common Stock Equivalents shall be deemed outstanding immediately after the issuance of such Common Stock Equivalents. Such adjustment shall be made whenever such shares of Common Stock or Common Stock Equivalents are issued. Upon each adjustment of the Exercise Price pursuant to the provisions of this Section, the number of Warrant Shares issuable upon the exercise of each Warrant shall be adjusted to the nearest full amount by multiplying a number equal to the Exercise Price in effect immediately prior to such Below Exercise Price Issuance, plus (b) the number of such Additional Shares of Common Stock issued in such Below Exercise Price Issuance; and (B) adjustment by the number of Warrant Shares issuable upon exercise of this Warrant shall be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price Warrants immediately prior to such adjustment and dividing the adjustment product so obtained by the Quotient; provided, however, that in no event shall additional Warrant Shares be issuable pursuant to Section 3(f)(iii)(Athis subsection (i) where, after giving effect to such issuance, the Holder (together with the Holder's affiliates) would beneficially own in excess of 19.9% of the number of shares of the Common Stock issue and (B) the denominator of which shall be the Exercise Price outstanding immediately after giving effect to such adjustmentissuance.

Adjustment of Exercise Price. Subject NUMBER OF SHARES OR NUMBER OF RIGHTS. The Exercise Price, the number and kind of shares or other property covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 3(f)(iv), in 11. (i) In the event the Company shall, shall at any time and from time to time while after the date of this Agreement (A) declare a dividend on the Common Shares payable in Common Shares, (B) subdivide the outstanding Common Shares, (C) combine the outstanding Common Shares (by reverse stock split or otherwise) into a smaller number of Common Shares, or (D) issue any shares of its capital stock in a reclassification of the Warrants Common Shares (including any such reclassification in connection with a consolidation or merger in which the Company is outstanding, issue the continuing or sell Additional Shares of Common Stock for a consideration per share, as determined by such consideration’s Fair Market Value in accordance with Section 3(f)(iisurviving corporation), less than then, in each such event, except as otherwise provided in this Section 11 and Section 7(e) hereof: (1) the Exercise Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification shall be adjusted so that the Exercise Price thereafter shall equal the result obtained by dividing the Exercise Price in effect immediately prior to such issuance time by a fraction (the "ADJUSTMENT FRACTION"), the numerator of which shall be the total number of Common Shares (or shares of capital stock issued in such reclassification of the Common Shares) outstanding immediately following such time and the denominator of which shall be the total number of Common Shares outstanding immediately prior to such time; PROVIDED, HOWEVER, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of such Right; and (2) the number of Common Shares (or shares of such other capital stock) issuable upon the exercise of each Right shall equal the number of Common Shares (or shares of such other capital stock) as were issuable upon exercise of a “Below Right immediately prior to the occurrence of the event described in clauses (A)-(D) of this Section 11(a)(i), multiplied by the Adjustment Fraction. Each Common Share that shall become outstanding after an adjustment has been made pursuant to this Section 11(a)(i) shall have associated with it the number of Rights, exercisable at the Exercise Price Issuance”), then, effective immediately upon and for the date number of Common Shares (or shares of such Below Exercise Price Issuance:other capital stock) as one Common Share has associated with it immediately following the adjustment made pursuant to this Section 11(a)(i). (Aii) Subject to Section 24 of this Agreement, in the event a Triggering Event shall have occurred, then promptly following such Triggering Event each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have the right to receive for each Right, upon exercise thereof in accordance with the terms of this Agreement and payment of the Exercise Price in effect immediately after prior to the occurrence of the Triggering Event, such Below Exercise Price Issuance shall be reduced so that number of Common Shares of the same Company as shall equal the result obtained by multiplying the Exercise Price in effect immediately prior to the occurrence of the Triggering Event by the number of Common Shares for which a Right was exercisable (or would have been exercisable if the Distribution Date had occurred) immediately prior to the first occurrence of a Triggering Event, and dividing that product by 50% of the Current Per Share Market Price for Common Shares on the date of occurrence of the Triggering Event; provided, however, that the Exercise Price and the number of Common Shares of the Company so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof to reflect any events occurring in respect of the Common Shares of the Company after the occurrence of the Triggering Event. (iii) In lieu of issuing Common Shares in accordance with Section 11(a)(ii) hereof, the Company may, if the Company's Board of Directors determines that such action is necessary or appropriate and not contrary to the interest of holders of Rights and, in the event that the number of Common Shares which are authorized by the Company's Certificate of Incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights are not sufficient to permit the exercise in full of the Rights, or if any necessary regulatory approval for such issuance has not been obtained by the Company, the Company shall: (A) determine the excess of (1) the value of the Common Shares issuable upon the exercise of a Right (the "CURRENT VALUE") over (2) the Exercise Price (such excess, the "SPREAD") and (B) with respect to each Right, make adequate provision to substitute for such Common Shares, upon exercise of the Rights, (1) cash, (2) a reduction in the Exercise Price, (3) other equity securities of the Company (including, without limitation, shares or units of shares of any series of preferred stock which the Company's Board of Directors has deemed to have the same value as Common Shares (such shares or units of shares of preferred stock are herein called "COMMON STOCK EQUIVALENTS")), except to the extent that the Company has not obtained any necessary stockholder or regulatory approval for such issuance, (4) debt securities of the Company, except to the extent that the Company has not obtained any necessary stockholder or regulatory approval for such issuance, (5) other assets or (6) any combination of the foregoing, having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Company's Board of Directors based upon the advice of a nationally recognized investment banking firm selected by the Company's Board of Directors; PROVIDED, HOWEVER, if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) days following the later of (x) the first occurrence of a Triggering Event and (y) the date on which the Company's right of redemption pursuant to Section 23(a) expires (the later of (x) and (y) being referred to herein as the "SECTION 11(a)(ii) TRIGGER DATE"), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Exercise Price, Common Shares (to the extent available), except to the extent that the Company has not obtained any necessary stockholder or regulatory approval for such issuance, and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Company's Board of Directors shall determine in good faith that it is likely that sufficient additional Common Shares could be authorized for issuance upon exercise in full of the Rights or that any necessary regulatory approval for such issuance will be obtained, the thirty (30) day period set forth above may be extended to the extent necessary, but not more than ninety (90) days after the Section 11(a)(ii) Trigger Date, in order that the Company may seek stockholder approval for the authorization of such additional shares or take action to obtain such regulatory approval (such period, as it may be extended, the "SUBSTITUTION PERIOD"). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof, that such action shall apply uniformly to all outstanding Rights and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares, to take any action to obtain any required regulatory approval and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall notify the Rights Agent thereof and issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as notify the Rights Agent and issue a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of the Common Shares shall be the Current Per Share Market Price of the Common Shares on the Section 11(a)(ii) Trigger Date and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Shares on such date. (b) In case the Company shall, at any time after the date of this Agreement, fix a record date for the issuance of rights, options or warrants to all holders of Common Shares or of any class or series of Equivalent Shares entitling such holders (for a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase Common Shares or Equivalent Shares or securities convertible into Common Shares or Equivalent Shares at a price per share (or having a conversion price per share, if a security convertible into Common Shares or Equivalent Shares) less than the then Current Per Share Market Price of the Common Shares or Equivalent Shares on such record date, then, in each such case, the Exercise Price to be in effect after such record date shall be determined by multiplying the Exercise Price in effect immediately prior to such Below Exercise Price Issuance record date by a fraction: (1) , the numerator of which shall be the sum number of Common Shares and Equivalent Shares (if any) outstanding on such record date, plus the number of Common Shares or Equivalent Shares, as the case may be, which the aggregate offering price of the total number of Common Shares or Equivalent Shares, as the case may be, to be offered or issued (and/or the aggregate initial conversion price of the convertible securities to be offered or issued) would purchase at such current market price, and the denominator of which shall be the number of Common Shares and Equivalent Shares (if any) outstanding on such record date, plus the number of additional Common Shares or Equivalent Shares, as the case may be, to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); PROVIDED, HOWEVER, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Company's Board of Directors, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Common Shares and Equivalent Shares owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed, and in the event that such rights, options or warrants are not so issued, the Exercise Price shall be adjusted to be the Exercise Price which would then be in effect if such record date had not been fixed. (c) In case the Company shall, at any time after the date of this Agreement, fix a record date for the making of a distribution to all holders of the Common Shares or of any class or series of Equivalent Shares (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation) of evidences of indebtedness or assets (other than a regular quarterly cash dividend, if any, or a dividend payable in Common Shares) or subscription rights, options or warrants (excluding those referred to in Section 11(b)), then, in each such case, the Exercise Price to be in effect after such record date shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the Current Per Share Market Price of a Common Share or an Equivalent Share on such record date, less the fair market value per Common Share or Equivalent Share (as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent) of the portion of the cash, assets or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to a Common Share or Equivalent Share, as the case may be, and the denominator of which shall be such Current Per Share Market Price of a Common Share or Equivalent Share on such record date; PROVIDED, HOWEVER, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. Such adjustments shall be made successively whenever such a record date is fixed, and in the event that such distribution is not so made, the Exercise Price shall be adjusted to be the Exercise Price which would have been in effect if such record date had not been fixed. (d) Anything herein to the contrary notwithstanding, no adjustment in the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Exercise Price; PROVIDED, HOWEVER, that any adjustments which by reason of this Section 11(d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 11 shall be made to the nearest cent or to the nearest ten-thousandth of a Common Share or other share, as the case may be. Notwithstanding the first sentence of this Section 11(d), any adjustment required by this Section 11 shall be made no later than the earlier of (ai) three (3) years from the date of the transaction which requires such adjustment or (ii) the Expiration Date. (e) If as a result of an adjustment made pursuant to Section 11(a) or 13(a) hereof, the holder of any Right thereafter exercised shall become entitled to receive any shares of capital stock other than Common Shares, thereafter the number of such other shares so receivable upon exercise of any Right and, if required, the Exercise Price thereof, shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Shares contained in Sections 11(a), 11(b), 11(c), 11(d), 11(f), 11(g), 11(h), 11(i), 11(j), 11(k) and 11(l), and the provisions of Sections 7, 9, 10, 13 and 14 with respect to the Common Shares shall apply on like terms to any such other shares. (f) All Rights originally issued by the Company subsequent to any adjustment made to the Exercise Price hereunder shall evidence the right to purchase, at the adjusted Exercise Price, the number of Common Shares purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (g) Unless the Company shall have exercised its election as provided in Section 11(h), upon each adjustment of the Exercise Price as a result of the calculations made in Section 11(b), each Right outstanding immediately prior to the making of such adjustment shall thereafter evidence the right to purchase, at the adjusted Exercise Price, that number of Common Shares (calculated to the nearest ten-thousandth of a share) obtained by (i) multiplying (x) the number of shares of Common Stock outstanding Shares covered by a Right immediately prior to such Below Exercise Price Issuance; plus (b) (x) the Fair Market Value of the aggregate consideration received by the Company in respect of such Below Exercise Price Issuancethis adjustment, divided by (y) the Exercise Price in effect immediately prior to such Below adjustment of the Exercise Price IssuancePrice, and (2ii) dividing the denominator product so obtained by the Exercise Price in effect immediately after such adjustment of which shall be the sum Exercise Price. (h) The Company may elect on or after the date of (aany adjustment of the Exercise Price as a result of the calculations made in Section 11(b) to adjust the number of shares Rights, in substitution for any adjustment in the number of Common Stock Shares purchasable upon the exercise of a Right. Each of the Rights outstanding after such adjustment of the number of Rights shall be exercisable for the number of Common Shares for which a Right was exercisable immediately prior to such Below Exercise Price Issuance, plus (b) the number of such Additional Shares of Common Stock issued in such Below Exercise Price Issuance; and (B) the number of Warrant Shares issuable upon exercise of this Warrant shall be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price immediately prior to the adjustment pursuant to Section 3(f)(iii)(A) and (B) the denominator of which shall be the Exercise Price immediately after such adjustment.. Each Right h

Adjustment of Exercise Price. Subject NUMBER OF SHARES OR NUMBER OF RIGHTS. The Exercise Price, the number and kind of shares or other property covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 3(f)(iv)11. (a) (i) Anything in this Agreement to the contrary notwithstanding, in the event the Company shall, shall at any time and from time to time while after the date of this Agreement (A) declare a dividend on the Preferred Shares payable in Preferred Shares, (B) subdivide the outstanding Preferred Shares, (C) combine the outstanding Preferred Shares (by reverse stock split or otherwise) into a smaller number of Preferred Shares, or (D) issue any shares of its capital stock in a reclassification of the Warrants Preferred Shares (including any such reclassification in connection with a consolidation or merger in which the Company is outstanding, issue the continuing or sell Additional Shares of Common Stock for a consideration per share, as determined by such consideration’s Fair Market Value in accordance with Section 3(f)(iisurviving corporation), less than then, in each such event, except as otherwise provided in this Section 11 and Section 7(e) hereof: (1) the Exercise Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification shall be adjusted so that the Exercise Price thereafter shall equal the result obtained by dividing the Exercise Price in effect immediately prior to such issuance time by a fraction (a “Below Exercise Price Issuance”the "ADJUSTMENT FRACTION"), then, effective immediately upon the date of such Below Exercise Price Issuance: (A) the Exercise Price in effect immediately after such Below Exercise Price Issuance shall be reduced so that the same shall equal the price determined by multiplying the Exercise Price in effect immediately prior to such Below Exercise Price Issuance by a fraction: (1) the numerator of which shall be the sum of (a) the total number of Preferred Shares (or shares of Common Stock capital stock issued in such reclassification of the Preferred Shares) outstanding immediately prior to following such Below Exercise Price Issuance; plus (b) (x) the Fair Market Value of the aggregate consideration received by the Company in respect of such Below Exercise Price Issuance, divided by (y) the Exercise Price in effect immediately prior to such Below Exercise Price Issuance, time and (2) the denominator of which shall be the sum of (a) the total number of shares of Common Stock Preferred Shares outstanding immediately prior to such Below Exercise Price Issuancetime; PROVIDED, plus HOWEVER, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of such Right; and (b2) the number of one- thousandths of a Preferred Share (or share of such Additional Shares other capital stock) issuable upon the exercise of Common Stock issued in such Below Exercise Price Issuance; and (B) each Right shall equal the number of Warrant Shares one-thousandths of a Preferred Share (or share of such other capital stock) as was issuable upon exercise of this Warrant shall be adjusted by multiplying such number by a fraction: (A) the numerator of which shall be the Exercise Price Right immediately prior to the occurrence of the event described in clauses (A)-(D) of this Section 11(a)(i), multiplied by the Adjustment Fraction; provided, however, that, no such adjustment shall be made pursuant to this Section 3(f)(iii)(A11(a)(i) and to the extent that there shall have simultaneously occurred an event described in clause (A), (B), (C) or (D) of Section 11(n) with a proportionate adjustment being made thereunder. Each Common Share that shall become outstanding after an adjustment has been made pursuant to this Section 11(a)(i) shall have associated with it the denominator number of which shall be Rights, exercisable at the Exercise Price and for the number of one-thousandths of a Preferred Share (or shares of such other capital stock) as one Common Share has associated with it immediately after such adjustmentfollowing the adjustment made pursuant to this Section 11(a)(i).