Common use of Antidilution Adjustments Clause in Contracts

Antidilution Adjustments. If the Company shall at any time hereafter subdivide or combine its outstanding shares of Common Stock, or declare a dividend payable in Common Stock, the exercise price in effect immediately prior to the subdivision, combination, or record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in the case of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Shares purchasable upon exercise of this Warrant immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, or dividend payable in Common Stock and multiplying the result of such division against the number of Warrant Shares purchasable upon the exercise of this Warrant immediately preceding such event, so as to achieve an exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. All calculations hereunder shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but the Company shall pay a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal to the same fraction of the market price per share of Common Stock on the day of exercise as determined in good faith by the Company. In case of any capital reorganization or any reclassification of the shares of Common Stock of the Company, or in the case of any consolidation with or merger of the Company into or with another corporation, or the sale of all or substantially all of its assets to another corporation, which is effected in such a manner that the holders of Common Stock shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, then, as a part of such reorganization, reclassification, consolidation, merger, or sale, as the case may be, lawful provision shall be made so that the holder of the Warrant shall have the right thereafter to receive, upon the exercise hereof, the kind and amount of shares of stock or other securities or property which the holder would have been entitled to receive if, immediately prior to such reorganization, reclassification, consolidation, merger, or sale, the holder had held the number of Warrant Shares which were then purchasable upon the exercise of the Warrant. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interest thereafter of the holder of the Warrant, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Warrant.

Antidilution Adjustments. If the Company shall at any time hereafter subdivide or combine its outstanding shares of Common Stock, or declare a dividend payable in Common Stock, the exercise price in effect immediately prior to the subdivision, combination, combination or record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in the case of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, and the number each share of Warrant Shares Common Stock purchasable upon exercise of this Warrant Warrant, immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, combination or dividend payable in Common Stock and multiplying the result of such division against the number of Warrant Shares purchasable upon the exercise of this Warrant immediately preceding such event, so as to achieve an exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. All calculations hereunder shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may beStock. No fractional Warrant Shares shares of Common Stock are to be issued upon the exercise of this the Warrant, but the Company shall pay a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal to the same fraction of the market price per share of Common Stock on the day of exercise as determined in good faith by the Company. In case of any capital reorganization or any reclassification of the shares of Common Stock of the Company, or in the case of any consolidation with or merger of the Company into or with another corporation, or the sale of all or substantially all of its assets to another corporation, which is effected in such a manner that the holders of Common Stock shall be entitled to receive stock, securities, securities or assets with respect to or in exchange for Common Stock, then, as a part of such reorganization, reclassification, consolidation, merger, merger or sale, as the case may be, lawful provision shall be made so that the holder of the Warrant shall have the right thereafter to receive, upon the exercise hereof, the kind and amount of shares of stock or other securities or property which the holder would have been entitled to receive if, immediately prior to such reorganization, reclassification, consolidation, merger, merger or sale, the holder had held the number of Warrant Shares shares of Common Stock which were then purchasable upon the exercise of the Warrant. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interest thereafter of the holder of the Warrant, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Warrant. When any adjustment is required to be made in the exercise price, initial or adjusted, the Company shall forthwith determine the new exercise price, and (a) prepare and retain on file a statement describing in reasonable detail the method used in arriving at the new exercise price; and (b) cause a copy of such statement to be mailed to the holder of the Warrant as of a date within ten (10) days after the date when the circumstances giving rise to the adjustment occurred.

Antidilution Adjustments. If The provisions of this Warrant are subject to adjustment as provided in this Section 5. (a) The Warrant Exercise Price shall be adjusted from time to time such that in case the Company shall at hereafter: (i) pay any time hereafter dividends on any class of stock of the Company payable in Common Stock or securities convertible into Common Stock; (ii) subdivide or its then outstanding shares of Common Stock into a greater number of shares; or (iii) combine its outstanding shares of Common Stock, by reclassification or declare a dividend payable otherwise; then, in Common Stockany such event, the exercise price Warrant Exercise Price in effect immediately prior to such event shall (until adjusted again pursuant hereto) be adjusted immediately after such event to a price (calculated to the subdivisionnearest full cent) determined by dividing (a) the number of shares of Common Stock outstanding immediately prior to such event, combinationmultiplied by the then existing Warrant Exercise Price, or by (b) the total number of shares of Common Stock outstanding immediately after such event (including the maximum number of shares of Common Stock issuable in respect of any securities convertible into Common Stock), and the resulting quotient shall be the adjusted Warrant Exercise Price per share. An adjustment made pursuant to this subsection shall become effective immediately after the record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in the case of combination, a dividend or proportionately decreased, distribution and shall become effective immediately after the effective date in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Shares purchasable upon exercise of this Warrant immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combinationcombination or reclassification. If, as a result of an adjustment made pursuant to this subsection, the holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or dividend payable in more classes of capital stock or shares of Common Stock and multiplying other capital stock of the result Company, the Board of Directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Warrant Exercise Price between or among shares of such division against the number classes of Warrant Shares purchasable upon the exercise capital stock or shares of this Warrant immediately preceding such event, so as to achieve an exercise price Common Stock and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such eventother capital stock. All calculations hereunder under this subsection shall be made to the nearest cent or to the nearest one-hundredth 1/100 of a share, as the case may be. No fractional In the event that at any time as a result of an adjustment made pursuant to this subsection, the holder of any Warrant Shares are thereafter surrendered for exercise shall become entitled to be issued receive any shares of the Company other than shares of Common Stock, thereafter the Warrant Exercise Price of such other shares so receivable upon the exercise of this Warrant, but the Company any Warrant shall pay be subject to adjustment from time to time in a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal manner and on terms as nearly equivalent as practicable to the same fraction provisions with respect to Common Stock contained in this subsection. (b) Upon each adjustment of the market price per share Warrant Exercise Price pursuant to subsection 5(a) above, the holder of Common Stock on each Warrant shall thereafter (until another such adjustment) be entitled to purchase at the day adjusted Warrant Exercise Price the number of exercise shares, calculated to the nearest full share, obtained by multiplying the number of shares specified in such Warrant (as determined adjusted as a result of all adjustments in good faith the Warrant Exercise Price in effect prior to such adjustment) by the Company. Warrant Exercise Price in effect prior to such adjustment and dividing the product so obtained by the adjusted Warrant Exercise Price. (c) In case of any capital reorganization consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or in case of any reclassification of the shares of Common Stock sale or conveyance to another corporation of the Company’s property as an entirety or substantially as an entirety, or in the case of any consolidation statutory exchange of securities with or another corporation (including any exchange effected in connection with a merger of a third corporation into the Company into or with another corporationCompany), or the sale of all or substantially all of its assets to another corporation, which is effected in such a manner that the holders of Common Stock there shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, then, as a part no adjustment under subsection (a) of such reorganization, reclassification, consolidation, merger, or sale, as the case may be, lawful provision shall be made so that this Section but the holder of the each Warrant then outstanding shall have the right thereafter to receive, upon the exercise hereof, convert such Warrant into the kind and amount of shares of stock or and other securities or and property which the holder would have owned or have been entitled to receive if, immediately prior to after such reorganization, reclassification, consolidation, merger, or statutory exchange, sale, or conveyance had such Warrant been converted immediately prior to the holder had held the number effective date of Warrant Shares which were then purchasable upon the exercise of the Warrant. In such consolidation, merger, statutory exchange, sale, or conveyance and in any such case, if necessary, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein in this subsection with respect to the rights and interest interests thereafter of the holder any holders of the Warrant, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) in this Section shall thereafter correspondingly be made applicable, as nearly as may reasonably may be, in relation to any shares of stock or and other securities and property thereafter deliverable upon on the exercise of the Warrant. The provisions of this subsection shall similarly apply to successive consolidations, mergers, statutory exchanges, sales or conveyances. (d) Upon any adjustment of the Warrant Exercise Price, then and in each such case, the Company shall give written notice thereof, by first-class mail, postage prepaid, addressed to the holder as shown on the books of the Company, which notice shall state the Warrant Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of shares of Common Stock purchasable at such price upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

Antidilution Adjustments. If The provisions of this Warrant are subject to adjustment as provided in this Section 5. (a) The Warrant Exercise Price shall be adjusted from time to time such that in case the Company shall at hereafter: (i) pay any time hereafter dividends on any class of stock of the Company payable in Common Stock or securities convertible into Common Stock; (ii) subdivide or its then outstanding shares of Common Stock into a greater number of shares; or (iii) combine its outstanding shares of Common Stock, by reclassification or declare a dividend payable otherwise; then, in Common Stockany such event, the exercise price Warrant Exercise Price in effect immediately prior to such event shall (until adjusted again pursuant hereto) be adjusted immediately after such event to a price (calculated to the subdivisionnearest full cent) determined by dividing (a) the number of shares of Common Stock outstanding immediately prior to such event, combinationmultiplied by the then existing Warrant Exercise Price, or by (b) the total number of shares of Common Stock outstanding immediately after such event (including the maximum number of shares of Common Stock issuable in respect of any securities convertible into Common Stock), and the resulting quotient shall be the adjusted Warrant Exercise Price per share. An adjustment made pursuant to this Subsection shall become effective immediately after the record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in the case of combination, a dividend or proportionately decreased, distribution and shall become effective immediately after the effective date in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Shares purchasable upon exercise of this Warrant immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combinationcombination or reclassification. If, as a result of an adjustment made pursuant to this Subsection, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or dividend payable in more classes of capital stock or shares of Common Stock and multiplying other capital stock of the result Company, the Board of Directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Warrant Exercise Price between or among shares of such division against the number classes of Warrant Shares purchasable upon the exercise capital stock or shares of this Warrant immediately preceding such event, so as to achieve an exercise price Common Stock and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such eventother capital stock. All calculations hereunder under this Subsection shall be made to the nearest cent or to the nearest one-hundredth 1/100 of a share, as the case may be. No fractional In the event that at any time as a result of an adjustment made pursuant to this Subsection, the holder of any Warrant Shares are thereafter surrendered for exercise shall become entitled to be issued receive any shares of the Company other than shares of Common Stock, thereafter the Warrant Exercise Price of such other shares so receivable upon the exercise of this Warrant, but the Company any Warrant shall pay be subject to adjustment from time to time in a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal manner and on terms as nearly equivalent as practicable to the same fraction provisions with respect to Common Stock contained in this Section. (b) Upon each adjustment of the market price per share Warrant Exercise Price pursuant to Section 5(a) above, the Holder of Common Stock on each Warrant shall thereafter (until another such adjustment) be entitled to purchase at the day adjusted Warrant Exercise Price the number of exercise shares, calculated to the nearest full share, obtained by multiplying the number of shares specified in such Warrant (as determined adjusted as a result of all adjustments in good faith the Warrant Exercise Price in effect prior to such adjustment) by the Company. Warrant Exercise Price in effect prior to such adjustment and dividing the product so obtained by the adjusted Warrant Exercise Price. (c) In case of any capital reorganization consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or in case of any reclassification sale or conveyance to another corporation of the shares of Common Stock property of the CompanyCompany as an entirety or substantially as an entirety, or in the case of any consolidation statutory exchange of securities with or another corporation (including any exchange effected in connection with a merger of a third corporation into the Company into or with another corporationCompany), or the sale of all or substantially all of its assets to another corporation, which is effected in such a manner that the holders of Common Stock there shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, then, as a part no adjustment under Subsection (a) of such reorganization, reclassification, consolidation, merger, or sale, as this Section above but the case may be, lawful provision shall be made so that the holder Holder of the each Warrant then outstanding shall have the right thereafter to receive, upon the exercise hereof, convert such Warrant into the kind and amount of shares of stock or and other securities or and property which the holder he would have owned or have been entitled to receive if, immediately prior to after such reorganization, reclassification, consolidation, merger, or statutory exchange, sale, or conveyance had such Warrant been converted immediately prior to the holder had held the number effective date of Warrant Shares which were then purchasable upon the exercise of the Warrant. In such consolidation, merger, statutory exchange, sale, or conveyance and in any such case, if necessary, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein in this Section with respect to the rights and interest interests thereafter of the holder any Holders of the Warrant, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) in this Section shall thereafter correspondingly be made applicable, as nearly as may reasonably may be, in relation to any shares of stock or and other securities and property thereafter deliverable upon on the exercise of the Warrant. The provisions of this Subsection shall similarly apply to successive consolidations, mergers, statutory exchanges, sales or conveyances. (d) Upon any adjustment of the Warrant Exercise Price, then and in each such case, the Company shall give written notice thereof, by first-class mail, postage prepaid, addressed to the Holder as shown on the books of the Company, which notice shall state the Warrant Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of shares of Common Stock purchasable at such price upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

Antidilution Adjustments. If The provisions of this Warrant are subject to adjustment as provided in this Section 5. (a) The Warrant Exercise Price shall be adjusted from time to time such that in case the Company shall at hereafter: (i) pay any time hereafter dividends on any class of stock of the Company payable in Common Stock or securities convertible into Common Stock; (ii) subdivide or its then outstanding shares of Common Stock into a greater number of shares; or (iii) combine its outstanding shares of Common Stock, by reclassification or declare a dividend payable otherwise; then, in Common Stockany such event, the exercise price Warrant Exercise Price in effect immediately prior to such event shall (until adjusted again pursuant hereto) be adjusted immediately after such event to a price (calculated to the subdivisionnearest full cent) determined by dividing (a) the number of shares of Common Stock outstanding immediately prior to such event, combinationmultiplied by the then existing Warrant Exercise Price, or by (b) the total number of shares of Common Stock outstanding immediately after such event (including the maximum number of shares of Common Stock issuable in respect of any securities convertible into Common Stock), and the resulting quotient shall be the adjusted Warrant Exercise Price per share. An adjustment made pursuant to this Subsection shall become effective immediately after the record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in the case of combination, a dividend or proportionately decreased, distribution and shall become effective immediately after the effective date in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Shares purchasable upon exercise of this Warrant immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combinationcombination or reclassification. If, as a result of an adjustment made pursuant to this Subsection, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or dividend payable in more classes of capital stock or shares of Common Stock and multiplying other capital stock of the result Company, the Board of Directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Warrant Exercise Price between or among shares of such division against the number classes of Warrant Shares purchasable upon the exercise capital stock or shares of this Warrant immediately preceding such event, so as to achieve an exercise price Common Stock and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such eventother capital stock. All calculations hereunder under this Subsection shall be made to the nearest cent or to the nearest one-hundredth 1/100 of a share, as the case may be. No fractional In the event that at any time as a result of an adjustment made pursuant to this Subsection, the Holder of any Warrant Shares are thereafter surrendered for exercise shall become entitled to be issued receive any shares of the Company other than shares of Common Stock, thereafter the Warrant Exercise Price of such other shares so receivable upon the exercise of this Warrant, but the Company any Warrant shall pay be subject to adjustment from time to time in a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal manner and on terms as nearly equivalent as practicable to the same fraction provisions with respect to Common Stock contained in this Section 5. (b) Upon each adjustment of the market price per share Warrant Exercise Price pursuant to Section 5(a) above, the Holder of Common Stock on each Warrant shall thereafter (until another such adjustment) be entitled to purchase at the day adjusted Warrant Exercise Price the number of exercise shares, calculated to the nearest full share, obtained by multiplying the number of shares specified in such Warrant (as determined adjusted as a result of all adjustments in good faith the Warrant Exercise Price in effect prior to such adjustment) by the Company. Warrant Exercise Price in effect prior to such adjustment and dividing the product so obtained by the adjusted Warrant Exercise Price. (c) In case of any capital reorganization consolidation or merger to which the Company is a party, or in case of any reclassification sale or conveyance to another corporation of the shares of Common Stock property of the CompanyCompany as an entirety or substantially as an entirety, or in the case of any consolidation statutory exchange of securities with or another corporation (including any exchange effected in connection with a merger of a third corporation into the Company into or with another corporationCompany), or the sale of all or substantially all of its assets to another corporation, which is effected in such a manner that the holders of Common Stock there shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, then, as a part no adjustment under Subsection (a) of such reorganization, reclassification, consolidation, merger, or sale, as this Section above but the case may be, lawful provision shall be made so that the holder Holder of the each Warrant then outstanding shall have the right thereafter to receive, upon the exercise hereof, convert such Warrant into the kind and amount of shares of stock or and other securities or and property which the holder he would have owned or have been entitled to receive if, immediately prior to after such reorganization, reclassification, consolidation, merger, or statutory exchange, sale, or conveyance had such Warrant been converted immediately prior to the holder had held the number effective date of Warrant Shares which were then purchasable upon the exercise of the Warrant. In such consolidation, merger, statutory exchange, sale, or conveyance and in any such case, if necessary, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein in this Section with respect to the rights and interest interests thereafter of the holder any Holders of the Warrant, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) in this Section shall thereafter correspondingly be made applicable, as nearly as may reasonably may be, in relation to any shares of stock or and other securities and property thereafter deliverable upon on the exercise of the Warrant. The provisions of this Subsection shall similarly apply to successive consolidations, mergers, statutory exchanges, sales or conveyances. (d) Upon any adjustment of the Warrant Exercise Price, then and in each such case, the Company shall give written notice thereof, by first-class mail, postage prepaid, addressed to the Holder as shown on the books of the Company, which notice shall state the Warrant Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of shares of Common Stock or other securities purchasable at such price upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

Antidilution Adjustments. If The provisions of this Warrant are subject to adjustment as provided in this Section 5. (a) The Warrant Exercise Price shall be adjusted from time to time such that in case the Company shall at hereafter: (i) pay any time hereafter dividends on any class of stock of the Company payable in Common Stock or securities convertible into Common Stock; (ii) subdivide or its then outstanding shares of Common Stock into a greater number of shares; or (iii) combine its outstanding shares of Common Stock, by reclassification or declare a dividend payable otherwise; then, in Common Stockany such event, the exercise price Warrant Exercise Price in effect immediately prior to such event shall (until adjusted again pursuant hereto) be adjusted immediately after such event to a price determined by dividing (a) the subdivisiontotal number of shares of Common Stock outstanding immediately prior to such event (including the maximum number of shares of Common Stock issuable in respect of any securities convertible into Common Stock), combinationmultiplied by the then existing Warrant Exercise Price, or by (b) the total number of shares of Common Stock outstanding immediately after such event (including the maximum number of shares of Common Stock issuable in respect of any securities convertible into Common Stock), and the resulting quotient shall be the adjusted Warrant Exercise Price per share. An adjustment made pursuant to this subsection shall become effective immediately after the record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in the case of combination, a dividend or proportionately decreased, distribution and shall become effective immediately after the effective date in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Shares purchasable upon exercise of this Warrant immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combinationcombination or reclassification. If, as a result of an adjustment made pursuant to this subsection, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or dividend payable in more classes of capital stock or shares of Common Stock and multiplying other capital stock of the result Company, the Board of Directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Warrant Exercise Price between or among shares of such division against the number classes of Warrant Shares purchasable upon the exercise capital stock or shares of this Warrant immediately preceding such event, so as to achieve an exercise price Common Stock and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such eventother capital stock. All calculations hereunder under this subsection shall be made to the nearest cent or cent. In the event that at any time as a result of an adjustment made pursuant to this subsection, the holder of any Warrant thereafter surrendered for exercise shall become entitled to receive any shares of the Company other than shares of Common Stock, the Warrant Exercise Price of such other shares so receivable upon exercise of any Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to Common Stock contained in this Section. (b) Upon each adjustment of the Warrant Exercise Price pursuant to Section 5(a) above, the Holder of each Warrant shall thereafter (until another such adjustment) be entitled to purchase at the adjusted Warrant Exercise Price the number of shares, calculated to the nearest one-hundredth of a full share, obtained by multiplying the number of shares specified in such Warrant (as adjusted as a result of all adjustments in the case may be. No fractional Warrant Shares are Exercise Price in effect prior to be issued upon the exercise of this Warrant, but the Company shall pay a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal to the same fraction of the market price per share of Common Stock on the day of exercise as determined in good faith such adjustment) by the Company. Warrant Exercise Price in effect prior to such adjustment and dividing the product so obtained by the adjusted Warrant Exercise Price. (c) In case of any capital reorganization consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or in case of any reclassification sale or conveyance to another corporation of the shares of Common Stock property of the CompanyCompany as an entirety or substantially as an entirety, or in the case of any consolidation statutory exchange of securities with or another corporation (including any exchange effected in connection with a merger of a third corporation into the Company into or with another corporationCompany), or the sale of all or substantially all of its assets to another corporation, which is effected in such a manner that the holders of Common Stock there shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, then, as a part no adjustment under subsection (a) of such reorganization, reclassification, consolidation, merger, or sale, as this Section above but the case may be, lawful provision shall be made so that the holder Holder of the each Warrant then outstanding shall have the right thereafter to receive, upon the exercise hereof, convert such Warrant into the kind and amount of shares of stock or and other securities or and property which the holder such Holder would have owned or have been entitled to receive if, immediately prior to after such reorganization, reclassification, consolidation, merger, or statutory exchange, sale, or conveyance had such Warrant been converted immediately prior to the holder had held the number effective date of Warrant Shares which were then purchasable upon the exercise of the Warrant. In such consolidation, merger, statutory exchange, sale, or conveyance and in any such case, if necessary, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein in this Section with respect to the rights and interest interests thereafter of the holder any Holders of the Warrant, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) in this Section shall thereafter correspondingly be made applicable, as nearly as may reasonably may be, in relation to any shares of stock or and other securities and property thereafter deliverable upon on the exercise of the Warrant. The provisions of this subsection shall similarly apply to successive consolidations, mergers, statutory exchanges, sales or conveyances. (d) Upon any adjustment of the Warrant Exercise Price, then and in each such case, the Company shall give written notice thereof, by first-class mail, postage prepaid, addressed to the Holder as shown on the books of the Company, which notice shall state the Warrant Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of shares of Common Stock purchasable at such adjusted Warrant Exercise Price upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

Antidilution Adjustments. The Exercise Price and number of Shares purchasable pursuant to the terms and conditions of this Warrant shall be subject to adjustment from time to time as follows: (i) If the Company shall shall, at any time hereafter subdivide or combine its outstanding from time to time prior to the Expiration Date, issue any shares of Common StockSeries A Preferred Stock (or be deemed to have issued any shares of Series A Preferred Stock pursuant to the terms of this Warrant), other than Excluded Shares (as defined in Section 4(d)(iii)), without consideration or declare for a dividend payable in Common Stock, consideration per share less than the exercise price Exercise Price in effect immediately prior to the subdivisionissuance of Series A Preferred Stock, combination, or record date for the Exercise Price in effect immediately prior to such dividend payable in Common Stock issuance shall forthwith be proportionately increased, in the case of combination, or proportionately decreased, in the case of subdivision or declaration of lowered to a dividend payable in Common Stock, and the number of Warrant Shares purchasable upon exercise of this Warrant immediately preceding such event, shall be changed price equal to the number determined quotient obtained by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, or dividend payable in Common Stock and multiplying the result of such division against the number of Warrant Shares purchasable upon the exercise of this Warrant immediately preceding such event, so as to achieve an exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. All calculations hereunder shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but the Company shall pay a cash adjustment in respect of any fraction of a share which would otherwise be issuable in dividing: (x) an amount equal to the same fraction sum of (1) the market price per share of Common Stock on the day of exercise as determined in good faith by the Company. In case of any capital reorganization or any reclassification of the shares of Common Stock of the Company, or in the case of any consolidation with or merger of the Company into or with another corporation, or the sale of all or substantially all of its assets to another corporation, which is effected in such a manner that the holders of Common Stock shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, then, as a part of such reorganization, reclassification, consolidation, merger, or sale, as the case may be, lawful provision shall be made so that the holder of the Warrant shall have the right thereafter to receive, upon the exercise hereof, the kind and amount total number of shares of stock or other securities or property which the holder would Series A Preferred Stock outstanding (including any shares of Series A Preferred Stock deemed to have been entitled issued pursuant to receive if, Section 4(d)(ii)(D)(1)-(2)) immediately prior to such reorganizationissuance multiplied by the Exercise Price in effect immediately prior to such issuance, reclassificationplus (2) the consideration received by the Company upon such issuance, consolidationby (y) the total number of shares of Series A Preferred Stock outstanding (including any shares of Series A Preferred Stock deemed to have been issued pursuant to Section 4(d)(ii)(D)(1)-(2)) immediately after the issuance of such Series A Preferred Stock. If the Company shall, mergerat any time or from time to time prior to the Expiration Date, issue any shares of Series A Preferred Stock as a stock dividend or saleupon any stock split or other subdivision or combination of shares of Series A Preferred Stock, other than the holder had held Regular 8% Dividend, the number of Shares issuable under this Warrant shall be increased by such amount required so that the total number of Shares which were then purchasable upon the exercise issuable under this Warrant, as a percentage of the Warrant. aggregate number of Fully Diluted Shares of the Company as of the date of (and after giving effect to) such dividend, shall equal the same percentage of Fully Diluted Shares of the Company as of immediately prior to such dividend. (ii) For the purposes of any adjustment of the Exercise Price pursuant to Section 4(d)(i), the following provisions shall be applicable: (A) In the case of the issuance of Series A Preferred Stock for cash, the consideration shall be deemed to be the amount of cash paid therefor before deducting therefrom any such casediscounts, appropriate adjustment commissions or other expenses allowed, paid or incurred by the Company for any underwriting or otherwise in connection with the issuance and sale thereof. (B) In the case of the issuance of Series A Preferred Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Company, irrespective of any accounting treatment. (C) In the case of the issuance of Series A Preferred Stock without consideration, the consideration shall be made deemed to be $0.00001 per share. (D) In the case of the issuance of (x) options to purchase or rights to subscribe for Series A Preferred Stock, (y) securities by their terms convertible into or exchangeable for Series A Preferred Stock or (z) options to purchase rights to subscribe for such convertible or exchangeable securities (collectively, the “Convertible Securities”): (1) the shares of Series A Preferred Stock deliverable upon exercise of such options to purchase or rights to subscribe for Series A Preferred Stock shall be deemed to have been issued at the time such options or rights were issued and for a consideration equal to the consideration (determined in the application manner provided in subdivisions (A), (B) and (C) above), if any, received by the Company upon the issuance of such options or rights plus the provisions set forth herein with respect to minimum purchase price provided in such options or rights for the rights and interest thereafter of Series A Preferred Stock covered thereby; (2) the holder of the Warrant, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock Series A Preferred Stock deliverable upon conversion of or other property thereafter deliverable in exchange for any such convertible or exchangeable securities or upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion or exchange thereof shall be deemed to have been issued at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration received by the Company for any such securities and related options or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the additional consideration, if any, to be received by the Company upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in subdivisions (A), (B) and (C) above); (3) on any change in the exercise price of Series A Preferred Stock deliverable upon exercise of any such options or rights or conversions of or exchanges for such securities, other than a change resulting from the antidilution provisions thereof, the applicable Exercise Price shall forthwith be readjusted to such Exercise Price as would have resulted had the adjustment made upon the issuance of such options, rights or securities not converted prior to such change (or options or rights related to such securities not converted prior to such change) been made upon the basis of such change; provided, however, that such readjustment shall not result in an Exercise Price that is greater than the original Exercise Price; and (4) on the expiration of all such options or rights, the termination of all such rights to convert or exchange or the expiration of all options or rights related to such convertible or exchangeable securities in each case having been issued by the Company for the same consideration (as determined pursuant to subdivision (A), (B) and (C) above), the applicable Exercise Price shall forthwith be readjusted to such Exercise Price as would have resulted had the adjustment made upon the issuance of such options, rights, securities or options or rights related to such securities not been made; provided, however, that such readjustment shall not result in a Exercise Price that is greater that the original Exercise Price. (iii) For purposes of this Section 4(d), the term “Excluded Shares” shall mean all shares of Series A Preferred Stock issued by the Company at anytime upon exercise of or conversion of Convertible Securities outstanding as of the date of this Warrant.

Antidilution Adjustments. If In case the Company shall at any time hereafter subdivide (i.e., stock split) or combine (i.e., reverse stock split) its outstanding shares of Common Stock, or declare a dividend payable in Common Stock, the exercise price in effect immediately prior to the subdivision, combination, combination or record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in the case of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, and the number each share of Warrant Shares Common Stock purchasable upon exercise of this the Warrant immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, combination or dividend payable in Common Stock and multiplying the result of such division against the number of Warrant Shares purchasable upon the exercise of this Warrant immediately preceding such event, so as to achieve an exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. All calculations hereunder shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may beStock. No fractional Warrant Shares shares of Common Stock are to be issued upon the exercise of this the Warrant, but the Company shall pay a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal to the same fraction of the market price per share value of Common Stock on the day of exercise as determined in good faith by the Company. In case of any capital reorganization or any reclassification of the shares of Common Stock of the Company, or in the case of any consolidation with or merger of the Company into or with another corporation, or the sale of all or substantially all of its assets to another corporation, which is corporation effected in such a manner that the holders of Common Stock common shares shall be entitled to receive stock, securities, securities or assets with respect to or in exchange for Common Stock, then, as a part of such reorganization, reclassification, consolidation, merger, merger or sale, as the case may be, lawful provision shall be made so that the holder Holder of the Warrant shall have the right thereafter to receive, upon the exercise hereof, the kind and amount of shares of stock or other securities or property which the holder would have been entitled to receive if, immediately prior to such reorganization, reclassification, consolidation, consolidation or merger, or sale, the holder Holder had held the number of Warrant Shares shares of Common Stock which were then purchasable upon the exercise of the Warrant. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interest thereafter of the holder Holder of the Warrant, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) shall thereafter be applicable, as nearly as reasonably may bemaybe, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Warrant. When any adjustment is required to be made in the exercise price, initial or adjusted, the Company shall forthwith determine the new exercise price; and (a) Prepare and retain on file a statement describing in reasonable detail the method used in arriving at the new exercise price; and (b) Cause a copy of such statement to be mailed to the Holder of the Warrant as of a date within then (10) days after the date when the circumstances giving rise to the adjustment occurred.

Antidilution Adjustments. If The provisions of this Warrant are subject to adjustment as provided in this Section 5. (a) The Warrant Exercise Price and the number of Warrant Shares shall be adjusted from time to time such that in case the Company shall at any time hereafter hereafter: (i) pay a dividend or make a distribution on its Common Stock in shares of Common Stock, (ii) subdivide or its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common StockStock into a smaller number of shares, (iv) issue by reclassification of its Common Stock any shares of capital stock of the Company, or declare a dividend payable in Common Stock(v) make any exchange of shares, subdivisions, reorganizations, liquidations or the like. In such event, the exercise price in effect immediately prior to the subdivision, combination, or record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in the case of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, Warrant Exercise Price and the number of Warrant Shares purchasable upon shall be correspondingly adjusted to give the Holder, on exercise for the same aggregate Exercise Price, the total number, class, and kind of this shares as the Holder would have owned had the Warrant been exercised prior to the event and had the Holder continued to hold such shares until after the event requiring adjustment. To effect such adjustment, the Warrant Exercise Price in effect immediately preceding prior to such event shall (until adjusted again pursuant hereto) be adjusted immediately after such event to a price (calculated to the nearest full cent) determined by dividing (a) the total number of shares of Common Stock outstanding immediately prior to such event, multiplied by the then existing Warrant Exercise Price, by (b) the total number of shares of Common Stock outstanding immediately after such event, and the resulting quotient shall be changed the adjusted Warrant Exercise Price per share. An adjustment made pursuant to this Subsection shall become effective immediately after the number determined by dividing record date in the then current exercise price by case of a dividend or distribution and shall become effective immediately after the exercise price as adjusted after such effective date in the case of a subdivision, combinationcombination or reclassification. If, as a result of an adjustment made pursuant to this Subsection, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or dividend payable in more classes of capital stock or shares of Common Stock and multiplying other capital stock of the result Company, the Board of Directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Warrant Exercise Price between or among shares of such division against the number classes of Warrant Shares purchasable upon the exercise capital stock or shares of this Warrant immediately preceding such event, so as to achieve an exercise price Common Stock and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such eventother capital stock. All calculations hereunder under this Subsection shall be made to the nearest cent or to the nearest one-hundredth 1/100 of a share, as the case may be. No fractional In the event that at any time as a result of an adjustment made pursuant to this Subsection, the holder of any Warrant Shares are thereafter surrendered for exercise shall become entitled to be issued upon the exercise receive any shares of this Warrant, but the Company shall pay a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal to the same fraction of the market price per share of Common Stock on the day of exercise as determined in good faith by the Company. In case of any capital reorganization or any reclassification of the other than shares of Common Stock Stock, thereafter the Warrant Exercise Price of the Company, or in the case such other shares so receivable upon exercise of any consolidation with or merger of the Company into or with another corporation, or the sale of all or substantially all of its assets Warrant shall be subject to another corporation, which is effected adjustment from time to time in such a manner that the holders of Common Stock shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, then, and on terms as a part of such reorganization, reclassification, consolidation, merger, or sale, nearly equivalent as the case may be, lawful provision shall be made so that the holder of the Warrant shall have the right thereafter to receive, upon the exercise hereof, the kind and amount of shares of stock or other securities or property which the holder would have been entitled to receive if, immediately prior to such reorganization, reclassification, consolidation, merger, or sale, the holder had held the number of Warrant Shares which were then purchasable upon the exercise of the Warrant. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect practicable to the rights and interest thereafter of the holder of the Warrant, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) shall thereafter be applicable, as nearly as reasonably may be, Common Stock contained in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Warrantthis Section.

Antidilution Adjustments. If The Purchase Price and the number and kind of securities covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event that the Company shall at any time hereafter subdivide or combine its outstanding after the date of this Agreement (A) declare and pay a dividend on the Common Stock payable in shares of Common Stock, or declare a dividend payable in (B) subdivide the outstanding Common Stock, (C) combine the exercise price outstanding Common Stock into a smaller number of shares or (D) issue, change or alter any shares of its capital stock in a reclassification or recapitalization (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a) and 7(e) hereof, then, and in each such case, the Purchase Price in effect immediately prior to at the subdivision, combination, or time of the record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in or the case effective time of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Shares purchasable upon exercise of this Warrant immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, reclassification or dividend payable in recapitalization, and the number and kind of shares of capital stock issuable at such time, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of Common Stock or other capital stock which, if such Right had been exercised immediately prior to such time and multiplying at a time when the result Common Stock transfer books of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such division against dividend, subdivision, combination, reclassification or recapitalization. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) hereof, the number of Warrant Shares purchasable upon the exercise of adjustment provided in this Warrant immediately preceding such eventSection 11(a)(i) shall be in addition to, so as to achieve an exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. All calculations hereunder shall be made prior to, any adjustment required pursuant to Section 11(a)(ii). (ii) In the nearest cent event: (A) any Person shall at any time after the Declaration Date become an Acquiring Person; or (B) any Acquiring Person or to any Affiliate of any Acquiring Person, at any time after the nearest one-hundredth of a share, as the case may be. No fractional Warrant Shares are to be issued upon the exercise date of this WarrantAgreement, but directly or indirectly, shall (1) merge into the Company or otherwise combine with the Company, and the Company shall pay a cash adjustment be the continuing or surviving corporation of such merger or combination and the Common Stock of the Company shall remain outstanding and unchanged, (2) in respect one or more transactions, transfer any assets to the Company in exchange (in whole or in part) for shares of any fraction class of its equity securities or for securities exercisable for or convertible into shares of any such class or otherwise obtain from the Company, with or without consideration, any additional shares of any such class or securities exercisable for or convertible into shares of any such class (other than as part of a share which would pro rata distribution to all holders of such class), (3) sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise be issuable dispose (in an amount equal one transaction or a series of transactions), to, from or with the Company or any of the Company's Subsidiaries, assets on terms and conditions less favorable to the same fraction Company than the Company would be able to obtain through arm's-length negotiation with an unaffiliated third party, (4) engage in any transaction with the Company not in the ordinary course of the Company's business involving the sale, purchase, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) of assets having an aggregate fair market price per share value of Common Stock on more than $1,000,000, (5) receive any compensation from the day Company or any of exercise the Company's Subsidiaries other than compensation as determined a director of the Company or for full-time employment as a regular employee at rates in good faith accordance with the Company's (or such Subsidiary's) past practices, (6) receive the benefit (except proportionately as a stockholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantage provided by the Company or any of its Subsidiaries or (7) commence a tender or exchange offer for securities of the Company. In case of any capital reorganization or ; or (C) during such time as there is an Acquiring Person, there shall be any reclassification of securities (including any combination thereof), or recapitalization of the Company, or any merger or consolidation of the Company with any of its Subsidiaries, or any repurchase by the Company or any of its Subsidiaries of shares of Common Stock of the Company, or any other class or series of securities issued by the Company, or any other transaction or series of transactions involving the Company which reclassification, recapitalization, merger or consolidation, repurchase or other transaction or series of transactions is not effected with the approval of a majority of the Directors then in office (whether or not with or into or otherwise involving an Acquiring Person or any Affiliate of an Acquiring Person), which has the case effect, directly or indirectly, of increasing by more than 1% the proportionate share of the outstanding shares of any consolidation with class of equity securities or merger securities exercisable for or convertible into any class of equity securities of the Company into or with another corporation, or the sale of all or substantially all any of its assets to another corporation, Subsidiaries which is effected directly or indirectly owned by any Acquiring Person or any Affiliate of an Acquiring Person; or (D) during such time as there is an Acquiring Person, (1) there shall be any reduction in such a manner that the holders annual rate of dividends paid on shares of Common Stock which is not effected with the approval of a majority of the Directors then in office (except as necessary to reflect any subdivision of the shares of Common Stock or as required under the laws of the Company's jurisdiction of incorporation), or (2) there shall be entitled a failure to receive stockincrease the annual rate of dividends as necessary to reflect any reclassification (including any reverse stock split), securitiesrecapitalization, reorganization or assets any similar transaction which has the effect of reducing the number of outstanding shares of Common Stock which is not effected with respect the approval of a majority of the Directors then in office (except to or the extent such increase in exchange for Common Stockrate of dividends would be prohibited under the laws of the Company's jurisdiction of incorporation), then, as a part and in each such case, upon the close of business 15 Business Days after the occurrence of such reorganizationevent, reclassification, consolidation, merger, or sale, as the case may be, lawful proper provision shall be made so that the each holder of the Warrant a Right, except as provided in Section 7(e) and Section 7(g) hereof, shall thereafter have the right thereafter to receive, upon exercise thereof at the Purchase Price in effect at the time of exercise in accordance with the terms of this Agreement, such number of shares of Common Stock of the Company as shall equal the result obtained by (x) multiplying an amount equal to the then current Purchase Price by an amount equal to the number of shares of Common Stock for which a Right was or would have been exercisable immediately prior to the first occurrence of any such event whether or not such Right was then exercisable, and dividing that product by (y) 50% of the current market price per share of the Common Stock of the Company (as defined in Section 11(d) hereof) determined as of the date of such first occurrence. (iii) In lieu of issuing whole or fractional shares of Common Stock in accordance with Section 11(a)(ii) hereof, the kind and amount Company shall (i) in the event that the number of shares of stock Common Stock which are authorized by the Company's charter 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 in accordance with Section 11(a)(ii) hereof, or (ii) if two-thirds of the Directors determine that it would be appropriate and not contrary to the interests of the holders of Rights (other than any Acquiring Person or Disqualified Transferee or any Affiliate of the Acquiring Person or Disqualified Transferee) (A) determine an amount, if any (the "Excess Amount"), equal to the excess of (1) the value (the "Current Value") of the whole or fractional shares of Common Stock issuable upon the exercise of a Right in accordance with Section 11(a)(ii) hereof, over (2) the Purchase Price and (B) with respect to each Right, make adequate provision to substitute for such shares of Common Stock, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) Common Stock or other equity securities of the Company (including, without limitation, shares or property units of preferred stock which the Board of Directors of the Company has deemed in good faith to have the same value as a share of Common Stock (such shares of preferred stock are hereinafter referred to as "Common Stock Equivalents")), (4) debt securities of the Company, (5) other assets or (6) any combination of the foregoing (which would include the additional consideration provided to any holder by reducing the Purchase Price) having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board of Directors of the Company; provided, however, subject to the provisions of Section 9(e), that if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within 30 days following the close of business 15 Business Days after the first occurrence of a Common Stock Event described in Section 11(a)(ii) hereof, then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, whole or fractional shares of Common Stock (to the extent available) and then, if necessary, cash, securities and/or assets which in the aggregate are equal to the Excess Amount. If the Board of Directors of the Company shall determine in good faith that it is likely that sufficient additional shares of Common Stock or Common Stock Equivalents could be authorized for issuance upon exercise in full of the Rights, the 30-day period set forth above may be extended to the extent necessary, but not more than 90 days following the close of business 15 Business Days after the first occurrence of such a Common Stock Event (such 30-day period, as it may be extended to 90 days, is referred to herein as the "Substitution Period"). To the extent that the Company determines that some action is to be taken pursuant to the preceding provisions of this Section 11(a)(iii), the Company (x) shall provide, subject to Sections 7(e) and 7(g) hereof, that (except as to the form of consideration which shall be determined as appropriate by two-thirds of the Directors) such action shall apply uniformly to all outstanding Rights which shall not have become null and void 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 and/or to decide the appropriate form of distribution to be made pursuant to such provisions 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. The Company shall thereafter 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 Stock issuable upon exercise of a Right in accordance with Section 7(c) hereof shall be the current market price per share of the Common Stock (as determined pursuant to Section 11(d) hereof) on the close of business 15 Business Days after the date of the first occurrence of such a Common Stock Event and the value of any Common Stock Equivalent shall be deemed to be equal to the current market price per share of the Common Stock on such date. (iv) At any time prior to the Expiration Date, by the vote of two- thirds of the Directors, the Company may amend or supplement this Agreement to add any and all necessary and appropriate provisions in order that each holder of a Right would thereafter have been entitled the right to receive ifreceive, upon exercise thereof at the Purchase Price in effect at the time of exercise, the shares of Common Stock or Other Consideration contemplated by this Section 11 in the event that any Person, alone or together with its Affiliates, shall become the Beneficial Owner of more than a specified percentage of the outstanding shares of Common Stock of the Company or shall meet such other conditions, as are determined by the Directors and are stated in such amendment or supplement. (b) In the event the Company shall after the Dividend Record Date fix a record date for the issuance of any options, warrants or other rights to all holders of Common Stock entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase (i) Common Stock, (ii) Common Stock Equivalents or (iii) securities convertible into Common Stock or Common Stock Equivalents at a price per share of Common Stock or Common Stock Equivalents (or having a conversion price per share of Common Stock or Common Stock Equivalents, if a security is convertible into Common Stock or Common Stock Equivalents) less than the current market price per share of Common Stock (determined in accordance with Section 11(d) hereof) determined as of such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such reorganization, reclassification, consolidation, merger, or salerecord date by a fraction, the holder had held numerator of which shall be the number of Warrant Shares shares of Common Stock outstanding on such record date plus the number of shares of Common Stock and/or Common Stock Equivalents which were then purchasable upon the exercise aggregate minimum offering price of the Warranttotal number of shares of Common Stock and/or Common Stock Equivalents to be offered (and/or the aggregate minimum conversion price of such convertible securities so to be offered) would purchase at such current market price and the denominator of which shall be the number of shares of Common Stock and/or Common Stock Equivalents outstanding on such record date plus the maximum number of additional shares of Common Stock to be offered for subscription or purchase (or the maximum number of shares into which such convertible securities so to be offered are convertible). In any case such casesubscription price may be paid by delivery of consideration part or all of which shall be in a form other than cash, appropriate adjustment (for purposes of this Section 11(b) the value of such consideration shall be the fair market value thereof as determined in good faith by the Board of Directors of the Company) Company (which determination shall be described in an Officers' Certificate filed with the Rights Agent). Shares of Common Stock 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 application event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed (subject, however, to such other adjustments as are provided herein). (c) In the event that the Company shall after the Dividend Record Date fix a record date for the making of a distribution to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving or continuing corporation) of evidences of indebtedness, cash (other than cash dividends paid out of the provisions set forth herein with respect to the rights and interest thereafter earnings or retained earnings of the holder Company), other property (other than a dividend payable in shares of Common Stock, but including any dividend payable in stock other than Common Stock) or subscription rights or warrants (excluding those referred to in Section 11(b) hereof), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, of which the numerator shall be the current market price per share of Common Stock (as defined in Section 11(d) hereof) determined as of such record date, less the fair market value, as determined in good faith by the Board of Directors of the Warrant, to Company (which determination shall be described in an Officers' Certificate filed with the end Rights Agent) of that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Warrant.porti

Antidilution Adjustments. If The foregoing provisions are, however, subject to the following: (a) In case the Company shall at any time hereafter subdivide or combine its outstanding Common Stock into a greater number of shares of Common Stock, or declare a dividend payable in Common Stock, the exercise price Warrant Exercise Price in effect immediately prior to the subdivision, combination, or record date for such dividend payable in Common Stock subdivision shall forthwith be proportionately increased, in the case of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, reduced and the number of Warrant Shares purchasable upon exercise of pursuant to this Warrant immediately preceding such event, shall be changed to proportionately increased, and conversely, in case the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, or dividend payable in outstanding Common Stock shall be combined into a smaller number of shares, the Warrant Exercise Price in effect immediately prior to such combination shall be proportionately increased and multiplying the result of such division against the number of Warrant Shares shares of Common Stock purchasable upon the exercise of this Warrant immediately preceding such event, so as to achieve an exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. All calculations hereunder shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but the Company shall pay a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal to the same fraction of the market price per share of Common Stock on the day of exercise as determined in good faith by the Company. In case of proportionately reduced. (b) If any capital reorganization or any reclassification of the shares of Common Stock capital stock of the Company, or in the case of any consolidation with or merger of the Company into or with another corporation, or the sale of all or substantially all of its assets to another corporation, which is corporation shall be effected in such a manner way that the holders of Common Stock shall be entitled to receive stock, securities, securities or assets ("Substituted Property") with respect to or in exchange for such Common Stock, then, as a part condition of such reorganization, reclassification, consolidation, merger, merger or sale, as the case may be, lawful provision shall be made so that the holder of the Warrant Holder shall have the right thereafter to receive, purchase and receive upon the basis and upon the terms and conditions specified in this Warrant and in lieu of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise hereofof the rights represented hereby, the kind and amount of shares of stock or other securities or property which the holder such Substituted Property as would have been entitled issued or delivered to receive if, immediately the Holder if it had exercised this Warrant and had received upon exercise of this Warrant the Common Stock prior to such reorganization, reclassification, consolidation, merger, merger or sale, the holder had held the number of Warrant Shares which were then purchasable upon the exercise of the Warrant. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interest thereafter of the holder of the Warrant, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Warrant.

Antidilution Adjustments. If The foregoing provisions are, however, subject to the following: (1) The Warrant Exercise Price shall be subject to adjustment from time to time as hereinafter provided. Upon each adjustment of the Warrant Exercise Price, the Holder shall thereafter be entitled to purchase, at the Warrant Exercise Price resulting from such adjustment, the number of shares obtained by multiplying the Warrant Exercise Price in effect immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment and dividing the product thereof by the Warrant Exercise Price resulting from such adjustment. (2) In case the Company shall at any time hereafter subdivide or combine its divide the outstanding shares of its Common StockStock into a greater number of shares (whether pursuant to a stock split, stock dividend or declare otherwise), and conversely in case the outstanding shares of its common stock shall be combined into a dividend payable in Common Stocksmaller number of shares, the exercise price Warrant Exercise Price in effect immediately prior to the subdivision, combination, such division or record date for such dividend payable in Common Stock combination shall forthwith be proportionately increased, adjusted to reflect the reduction or increase in the case value of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Shares purchasable upon exercise of this Warrant immediately preceding each such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, or dividend payable in Common Stock and multiplying the result of such division against the number of Warrant Shares purchasable upon the exercise of this Warrant immediately preceding such event, so as to achieve an exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. All calculations hereunder shall be made to the nearest cent or to the nearest one-hundredth of a common share, as the case may be. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but the Company shall pay a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal to the same fraction of the market price per share of Common Stock on the day of exercise as determined in good faith by the Company. In case of . (3) If any capital reorganization or any reclassification of the shares of Common Stock capital stock of the Company, or in the case of any consolidation with or merger of the Company into or with another corporation, or the sale of all or substantially all of its assets to another corporation, which is corporation shall be effected in such a manner way that the holders of the Company's Common Stock shall be entitled to receive stock, securities, securities or assets with respect to or in exchange for Common Stocksuch common shares, then, as a part condition of such reorganization, reclassification, consolidation, merger, merger or sale, as the case may be, lawful provision shall be made so that the holder of the Warrant Holder shall have the right thereafter to receive, purchase and receive upon the basis and upon the terms and conditions specified in this Warrant and in lieu of the shares of the common stock of the Company immediately theretofore purchasable and receivable upon the exercise hereofof the rights represented hereby, the kind and amount of such shares of stock or stock, other securities or property which the holder assets as would have been entitled issued or delivered to receive if, immediately the Holder as if it had exercised this Warrant and had received such shares of common stock prior to such reorganization, reclassification, consolidation, mergermerger or sale. The Company shall not effect any such consolidation, merger or sale, unless prior to the holder had held consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed and mailed to the registered Holder of this Warrant at the last address of such Holder appearing on the books of the Company, the obligation to deliver to such Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such Holder may be entitled to purchase. (4) If the Company takes any other action, or if any other event occurs which does not come within the scope of the provisions of Sections 3(1) through 3(3), but which should result in an adjustment in the Warrant Exercise Price and/or the number of shares subject to this Warrant Shares in order to fairly protect the purchase rights of the Holder, an appropriate adjustment in such purchase rights shall be made by the Company. (5) Upon any adjustment of the Warrant Exercise Price, the Company shall give written notice thereof, by first class mail, postage prepaid, addressed to the registered Holder of this Warrant at the address of such Holder as shown on the books of the Company, which were then notice shall state the Warrant Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of the Warrant. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interest thereafter of the holder of the this Warrant, to setting forth in reasonable detail the end that method of calculation and the provisions set forth herein (including provisions with respect to adjustments of the exercise price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable facts upon the exercise of the Warrantwhich such calculation is based.

Antidilution Adjustments. If The Purchase Price and the number and kind of securities covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event that the Company shall at any time hereafter subdivide or combine its outstanding after the Declaration Date (A) declare and pay a dividend on the Preferred Stock payable in shares of Common Preferred Stock, or declare a dividend payable in Common (B) subdivide the outstanding Preferred Stock, (C) combine the exercise price outstanding Preferred Stock into a smaller number of shares, or (D) issue, change, or alter any of its shares of capital stock in a reclassification or recapitalization (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving Person), except as otherwise provided in this Section 11(a) and Section 7(e) hereof, then, and in each such case, the Purchase Price in effect immediately prior to at the subdivision, combination, or time of the record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in or the case effective time of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Shares purchasable upon exercise of this Warrant immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, reclassification or dividend payable recapitalization, and the number and kind of shares of capital stock issuable upon exercise of the Rights at such time, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of Preferred Stock or other capital stock which, if such Right had been exercised immediately prior to such time at the Purchase Price then in Common effect and at a time when the transfer books for the Preferred Stock (or other capital stock) of the Company were open, such holder would have owned upon such exercise and multiplying the result been entitled to receive by virtue of such division against dividend, subdivision, combination, reclassification or recapitalization. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) hereof, the number of Warrant Shares purchasable upon the exercise of adjustment provided in this Warrant immediately preceding such eventSection 11(a)(i) shall be in addition to, so as to achieve an exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. All calculations hereunder shall be made prior to, any adjustment required pursuant to Section 11(a)(ii) hereof. (ii) In the nearest cent event (A) any Person shall at any time after the Declaration Date become an Acquiring Person; or (B) any Acquiring Person or to any Affiliate of any Acquiring Person, at any time after the nearest one-hundredth of a shareDeclaration Date, as directly or indirectly, shall (1) merge into the case may be. No fractional Warrant Shares are to be issued upon Company or otherwise combine with the exercise of this WarrantCompany, but and the Company shall pay a cash adjustment in respect be the continuing or surviving corporation of such merger or combination and the Common Stock of the Company shall remain outstanding and no shares thereof shall be changed or otherwise transformed into stock or other securities of any fraction other Person or the Company or cash or any other property, (2) in one or more transactions, transfer any assets to the Company in exchange (in whole or in part) for shares of any class of its equity securities or for securities exercisable for or convertible into shares of any such class or otherwise obtain from the Company, with or without consideration, any additional shares of any such class or securities exercisable for or convertible into shares of any such class (other than as part of a share which would pro rata distribution to all holders of such class), (3) sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise be issuable dispose (in one transaction or a series of transactions) to, from or with the Company or any of the Company's Subsidiaries, assets with an amount equal aggregate fair market value in excess of 25% of the assets of the Company and its Subsidiaries determined on a consolidated basis on terms and conditions less favorable to the same fraction Company than the Company would be able to obtain through arm's-length negotiation with an unaffiliated third party, (4) receive any compensation from the Company or any of the market price per share Company's Subsidiaries other than compensation as a director of Common Stock on the day Company or for full-time employment as a regular employee at rates in accordance with the Company's (or such Subsidiary's) past practices, (5) receive the benefit (except proportionately as a stockholder), of exercise as determined in good faith any loans, advances, guarantees, pledges or other financial assistance provided by the Company or any of its Subsidiaries on terms and conditions less favorable to the Company (or such Subsidiary) than the Company would be able to obtain through arm's-length negotiation with an unaffiliated third party or (6) commence a tender or exchange offer for securities of the Company. In case of ; or (C) during such time as there is an Acquiring Person at any capital reorganization or time after the Declaration Date, there shall be any reclassification of securities (including any combination thereof), or recapitalization of the Company, or any merger or consolidation of the Company with any of its Subsidiaries (whether or not with or into or otherwise involving an Acquiring Person or any Affiliate of an Acquiring Person), or any repurchase by the Company or any of its Subsidiaries of shares of the Common Stock of the Company, or in any other class or series of securities issued by the case Company, which reclassification, recapitalization, merger, consolidation or repurchase is effected at a time when a majority of the Board consists of persons who are the Acquiring Person or its Affiliates, or nominees or designees of any consolidation with thereof, which has the effect, directly or merger indirectly, of increasing by more than 1% the proportionate share of the outstanding shares of any class of equity securities or securities exercisable for or convertible into any class of equity securities of the Company into or with another corporation, or the sale of all or substantially all any of its assets to another corporation, Subsidiaries which is effected in such a manner that the holders directly or indirectly owned by an Acquiring Person or any Affiliate of Common Stock shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, an Acquiring Person. then, as a part in each such case, upon the Close of Business 10 Business Days after the occurrence of such reorganizationevent, reclassification, consolidation, merger, or sale, as the case may be, lawful proper provision shall be made so that the each holder of the Warrant a Right, except as provided in Section 7(e) hereof, shall thereafter have the right thereafter to receive, upon exercise thereof at the Purchase Price in effect at the time of exercise in accordance with the terms of this Agreement, in lieu of a number of one one-hundredths of a share of Preferred Stock, such number of shares of Common Stock of the Company as shall equal the result obtained by (x) multiplying an amount equal to the then current Purchase Price by an amount equal to the number of one one-hundredths of a share of Preferred Stock for which a Right was or would have been exercisable immediately prior to the first occurrence of any such event whether or not such Right was then exercisable, and (y) dividing that product by 50% of the Current Market Price per share of the Common Stock of the Company (as defined in Section 11(d) hereof) determined as of the date of such first occurrence. (iii) In lieu of issuing whole or fractional shares of Common Stock in accordance with Section 7(c) hereof, the kind and amount Company shall (i) in the event that the number of shares of stock Common Stock which are authorized by the Company's charter but not outstanding or reserved for issuance for purposes other securities or property which than upon exercise of the holder would have been entitled Rights are not sufficient to receive if, immediately prior to such reorganization, reclassification, consolidation, mergerpermit the exercise in full of the Rights in accordance with Section 7(c) hereof, or sale(ii) if a majority of the Board determines that it would be appropriate and not contrary to the interests of the holders of Rights (other than any Acquiring Person or Disqualified Transferee or any Affiliate of the Acquiring Person or Disqualified Transferee), (A) determine an amount, if any, (the holder had held "Excess Amount") equal to the number excess of Warrant Shares which were then purchasable (1) the value (the "Current Value") of the whole or fractional shares of Preferred Stock (or Common Stock) issuable upon the exercise of the Warrant. In any such case, appropriate adjustment (as determined a Right in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interest thereafter of the holder of the Warrant, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Warrant.accordance with

Antidilution Adjustments. If The provisions of this Warrant are subject to adjustment as provided in this Section 5. (a) The Warrant Exercise Price shall be adjusted from time to time such that in case the Company shall at hereafter: (i) pay any time hereafter dividends on any class of stock of the Company payable in Common Stock or securities convertible into Common Stock; (ii) subdivide or its then outstanding shares of Common Stock into a greater number of shares; or (iii) combine its outstanding shares of Common Stock, by reclassification or declare a dividend payable otherwise; then, in Common Stockany such event, the exercise price Warrant Exercise Price in effect immediately prior to such event shall (until adjusted again pursuant hereto) be adjusted immediately after such event to a price (calculated to the subdivisionnearest full cent) determined by dividing (a) the number of shares of Common Stock outstanding immediately prior to such event, combinationmultiplied by the then existing Warrant Exercise Price, or by (b) the total number of shares of Common Stock outstanding immediately after such event (including the maximum number of shares of Common Stock issuable in respect of any securities convertible into Common Stock), and the resulting quotient shall be the adjusted Warrant Exercise Price per share. An adjustment made pursuant to this subsection shall become effective immediately after the record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in the case of combination, a dividend or proportionately decreased, distribution and shall become effective immediately after the effective date in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Shares purchasable upon exercise of this Warrant immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combinationcombination or reclassification. If, as a result of an adjustment made pursuant to this subsection, the holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or dividend payable in more classes of capital stock or shares of Common Stock and multiplying other capital stock of the result Company, the Board of Directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Warrant Exercise Price between or among shares of such division against the number classes of Warrant Shares purchasable upon the exercise capital stock or shares of this Warrant immediately preceding such event, so as to achieve an exercise price Common Stock and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such eventother capital stock. All calculations hereunder under this subsection shall be made to the nearest cent or to the nearest one-hundredth 1/100 of a share, as the case may be. No fractional In the event that at any time as a result of an adjustment made pursuant to this subsection, the holder of any Warrant Shares are thereafter surrendered for exercise shall become entitled to be issued receive any shares of the Company other than shares of Common Stock, thereafter the Warrant Exercise Price of such other shares so receivable upon the exercise of this Warrant, but the Company any Warrant shall pay be subject to adjustment from time to time in a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal manner and on terms as nearly equivalent as practicable to the same fraction provisions with respect to Common Stock contained in this subsection. (b) Upon each adjustment of the market price per share Warrant Exercise Price pursuant to subsection 5(a) above, the holder of Common Stock on each Warrant shall thereafter (until another such adjustment) be entitled to purchase at the day adjusted Warrant Exercise Price the number of exercise shares, calculated to the nearest full share, obtained by multiplying the number of shares specified in such Warrant (as determined adjusted as a result of all adjustments in good faith the Warrant Exercise Price in effect prior to such adjustment) by the Company. Warrant Exercise Price in effect prior to such adjustment and dividing the product so obtained by the adjusted Warrant Exercise Price. (c) In case of any capital reorganization consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or in case of any reclassification of the shares of Common Stock sale or conveyance to another corporation of the Company's property as an entirety or substantially as an entirety, or in the case of any consolidation statutory exchange of securities with or another corporation (including any exchange effected in connection with a merger of a third corporation into the Company into or with another corporationCompany), or the sale of all or substantially all of its assets to another corporation, which is effected in such a manner that the holders of Common Stock there shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, then, as a part no adjustment under subsection (a) of such reorganization, reclassification, consolidation, merger, or sale, as the case may be, lawful provision shall be made so that this Section but the holder of the each Warrant then outstanding shall have the right thereafter to receive, upon the exercise hereof, convert such Warrant into the kind and amount of shares of stock or and other securities or and property which the holder would have owned or have been entitled to receive if, immediately prior to after such reorganization, reclassification, consolidation, merger, or statutory exchange, sale, or conveyance had such Warrant been converted immediately prior to the holder had held the number effective date of Warrant Shares which were then purchasable upon the exercise of the Warrant. In such consolidation, merger, statutory exchange, sale, or conveyance and in any such case, if necessary, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein in this subsection with respect to the rights and interest interests thereafter of the holder any holders of the Warrant, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) in this Section shall thereafter correspondingly be made applicable, as nearly as may reasonably may be, in relation to any shares of stock or and other securities and property thereafter deliverable upon on the exercise of the Warrant. The provisions of this subsection shall similarly apply to successive consolidations, mergers, statutory exchanges, sales or conveyances. (d) Upon any adjustment of the Warrant Exercise Price, then and in each such case, the Company shall give written notice thereof, by first-class mail, postage prepaid, addressed to the holder as shown on the books of the Company, which notice shall state the Warrant Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of shares of Common Stock purchasable at such price upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

Antidilution Adjustments. If The Purchase Price and the number and kind of securities covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event that the Company shall at any time hereafter subdivide or combine its outstanding after the Declaration Date (A) declare and pay a dividend on the Preferred Stock payable in shares of Common Preferred Stock, or declare a dividend payable in Common (B) subdivide the outstanding Preferred Stock, (C) combine the exercise price outstanding Preferred Stock into a smaller number of shares, or (D) issue, change, or alter any of its shares of capital stock in a reclassification or recapitalization (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving Person), except as otherwise provided in this Section 11(a) and Section 7(e) hereof, then, and in each such case, the Purchase Price in effect immediately prior to at the subdivision, combination, or time of the record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in or the case effective time of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Shares purchasable upon exercise of this Warrant immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, reclassification or dividend payable in Common Stock recapitalization, and multiplying the result of such division against the number and kind of Warrant Shares purchasable upon shares of capital stock issuable at such time, shall be proportionately adjusted so that the exercise holder of this Warrant immediately preceding such event, so as to achieve an exercise price and number of Warrant Shares purchasable any Right exercised after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. All calculations hereunder shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but the Company shall pay a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal to the same fraction of the market price per share of Common Stock on the day of exercise as determined in good faith by the Company. In case of any capital reorganization or any reclassification of the shares of Common Stock of the Company, or in the case of any consolidation with or merger of the Company into or with another corporation, or the sale of all or substantially all of its assets to another corporation, which is effected in such a manner that the holders of Common Stock time shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, then, as a part of such reorganization, reclassification, consolidation, merger, or sale, as the case may be, lawful provision shall be made so that the holder of the Warrant shall have the right thereafter to receive, upon the exercise hereof, the aggregate number and kind and amount of shares of stock Preferred Stock or other securities capital stock which, if such Right had been exercisable and was exercised immediately prior to such time at the Purchase Price then in effect and at a time when the transfer books for the Preferred Stock (or property which other capital stock) of the Company were open, such holder would have owned upon such exercise and been entitled to receive ifby virtue of such dividend, immediately prior to such reorganizationsubdivision, reclassificationcombination, consolidation, merger, reclassification or salerecapitalization. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) hereof, the holder had held the number of Warrant Shares which were then purchasable upon the exercise of the Warrant. In any such case, appropriate adjustment (as determined provided in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interest thereafter of the holder of the Warrant, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Warrant.this

Antidilution Adjustments. The Exercise Price and number of Shares purchasable Pursuant to the terms and conditions of this Warrant shall be subject to adjustment from time to time as follows: (i) If the Company shall shall, at any time hereafter subdivide or combine its outstanding from time to time prior to the Expiration Date, issue any shares of Common StockStock (or be deemed to have issued any shares of Common Stock as provided herein), other than Excluded Securities (as defined in Section 4(d)(iii)), without consideration or declare for a dividend payable in Common Stock, consideration per share less than the exercise price Exercise Price in effect immediately prior to the subdivisionissuance of Common Stock, combination, or record date for the Exercise Price in effect immediately prior to such dividend payable in Common Stock issuance shall forthwith be proportionately increased, in the case of combination, or proportionately decreased, in the case of subdivision or declaration of lowered to a dividend payable in Common Stock, and the number of Warrant Shares purchasable upon exercise of this Warrant immediately preceding such event, shall be changed price equal to the number determined quotient obtained by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, or dividend payable in Common Stock and multiplying the result of such division against the number of Warrant Shares purchasable upon the exercise of this Warrant immediately preceding such event, so as to achieve an exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. All calculations hereunder shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but the Company shall pay a cash adjustment in respect of any fraction of a share which would otherwise be issuable in dividing: (x) an amount equal to the same fraction sum of (1) the market price per share total number of Common Stock on the day of exercise as determined in good faith by the Company. In case of any capital reorganization or any reclassification of the shares of Common Stock of the Company, or in the case of outstanding (including any consolidation with or merger of the Company into or with another corporation, or the sale of all or substantially all of its assets to another corporation, which is effected in such a manner that the holders shares of Common Stock shall be entitled deemed to receive stock, securities, or assets with respect to or in exchange for Common Stock, then, as a part of such reorganization, reclassification, consolidation, merger, or sale, as the case may be, lawful provision shall be made so that the holder of the Warrant shall have the right thereafter to receive, upon the exercise hereof, the kind and amount of shares of stock or other securities or property which the holder would have been entitled issued pursuant to receive if, Section 4(d)(ii)(D)(1)-(2)) immediately prior to such reorganizationissuance multiplied by the Exercise Price in effect immediately prior to such issuance, reclassificationplus (2) the consideration received by the Company upon such issuance, consolidationby (y) the total number of shares of Common Stock outstanding (including any shares of Common Stock deemed to have been issued pursuant to Section 4(d)(ii)(D)(1)-(2)) immediately after the issuance of such Common Stock. If the Company shall, mergerat any time or from time to time prior to the Expiration Date, issue any shares of Common Stock as a stock dividend or saleupon any stock split or other subdivision or combination of shares of Common Stock, other than a stock dividend on the holder had held Company’s Preferred Stock at a dividend rate no greater than 8%, the number of Shares issuable under this Warrant shall be increased by such amount required so that the total number of Shares which were then purchasable upon the exercise issuable under this Warrant, as a percentage of the Warrant. aggregate number of Fully Diluted Shares of the Company as of the date of (and after giving effect to) such dividend, shall equal the same percentage of Fully Diluted Shares of the Company as of immediately prior to such dividend. (ii) For the purposes of any adjustment of the Exercise Price pursuant to Section 4(d)(i), the following provisions shall be applicable: (A) In the case of the issuance of Common Stock for cash, the consideration shall he deemed to be the amount of cash paid therefor before deducting therefrom any such casediscounts, appropriate adjustment commissions or other expenses allowed, paid or incurred by the Company for any underwriting or otherwise in connection with the issuance and sale thereof. (B) In the case of the issuance of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Company, irrespective of any accounting treatment. (C) In the case of issuance of Common Stock without consideration, the consideration shall be made deemed to be $0.00001 per share. (D) In the case of the issuance of (x) options to purchase or rights to subscribe for Common Stock, (y) securities by their terms convertible into or exchangeable for Common Stock or (z) options to purchase rights to subscribe for such convertible or exchangeable securities: (1) the shares of Common Stock deliverable upon exercise of such options to purchase or rights to subscribe for Common Stock shall be deemed to have been issued at the time such options or rights were issued and for a consideration equal to the consideration (determined in the application manner provided in subdivisions (A), (B) and (C) above), if any, received by the Company upon the issuance of such options or rights plus the provisions set forth herein with respect to minimum purchase price provided in such options or rights for the rights and interest thereafter of Common Stock covered thereby; (2) the holder of the Warrant, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock Common Stock deliverable upon conversion of or other property thereafter deliverable in exchange for any such convertible or exchangeable securities or upon the exercise of options to purchase or rights to subscribe for. such convertible or exchangeable securities and subsequent conversion or exchange thereof shall be deemed to have been issued at the Warranttime such securities were issued or such options or rights were issued and for a consideration equal to the consideration received by the Company for any such securities and related options or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the additional consideration, if any, to be received by the Company upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in subdivisions (A), (B) and (C) above); (3) on any change in the exercise price of Common Stock deliverable upon exercise of any such options or rights or conversions of or exchanges for such securities, other than a change resulting from the antidilution provisions thereof, the applicable Exercise Price shall forthwith be readjusted to such Exercise Price as would have resulted had the adjustment made upon the issuance of such options, rights or securities not converted prior to such change (or options or rights related to such securities not converted prior to such change) been made upon the basis of such change; provided, however, that such readjustment shall not result in an Exercise Price that is greater than the original Exercise Price; and (4) on the expiration of all such options or rights, the termination of all such rights to convert or exchange or the expiration of all options or rights related to such convertible or exchangeable securities in each case having been issued by the Company for the same consideration (as determined pursuant to subdivision (A), (B) and (C) above), the applicable Exercise Price shall forthwith be readjusted to such Exercise Price as would have resulted had the adjustment made upon the issuance of such options, rights, securities or options or rights related to such securities not been made; provided, however, that such readjustment shall not result in a Exercise Price that is greater than the original Exercise Price.

Antidilution Adjustments. If The provisions of this Warrant are subject to adjustment as provided in this Section 5; provided that no adjustment shall be made pursuant to this Section 5 which has the effect of duplicating any adjustment made pursuant to the Articles of Incorporation of the Company or any certificate of designation thereto, if any. (a) The Warrant Exercise Price shall be subject to adjustment from time to time as hereinafter provided. Upon each adjustment of the Warrant Exercise Price the holder of this Warrant shall thereafter be entitled to purchase the number of shares of Common Stock of the Company obtained by multiplying the Warrant Exercise Price in effect immediately prior to such adjustment by the number of shares issuable pursuant to exercise immediately prior to such adjustment and dividing the product thereof by the Warrant Exercise Price resulting from such adjustment. (b) Except for (i) options, warrants or other rights to purchase securities outstanding on the date of the issuance of this Warrant (provided there is no adjustment to the terms of such options, warrants or other securities on or after the date of issuance of this Warrant); (ii) options to purchase shares of Common Stock and the issuance of awards of Common Stock pursuant to stock option or employee stock purchase plans adopted by the Company and shares of Common Stock issued upon the exercise of such options granted pursuant to such plans (provided there is no adjustment to the terms of such options, awards or other securities on or after the date of issuance of this Warrant) (appropriately adjusted to reflect stock splits, combinations, stock dividends, reorganizations, consolidations and similar changes); (iii) up to four separate issues or sales by the Company during any twelve month period, none of which shall exceed 25,000 shares of Common Stock or securities convertible into or exercisable for the purchase of Common Stock; and (iv) Common Stock or securities convertible into or exercisable for the purchase of Common Stock issued in connection with any merger or acquisition of any business or tangible or intangible assets which is approved by the Company’s Board of Directors; if and whenever the Company shall issue or sell any additional securities, warrants or rights or any security convertible or exchangeable into equity, securities, warrants or rights (collectively, “Convertible Securities”) for a consideration per share less than the Warrant Exercise Price in effect immediately prior to the time of such issue or sale, then, forthwith upon such issue or sale, the Warrant Exercise Price shall be adjusted to a price determined by multiplying such Warrant Exercise Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issuance plus the number of shares of Common Stock that the aggregate consideration received by the Company for such issuance would purchase at such Warrant Exercise Price; and the denominator of which shall be the number of shares of such additional Common Stock and the number of shares of Common Stock outstanding prior to such issuance. For the purpose of the above calculation, the number of shares of Common Stock immediately prior to such issuance shall be calculated on a fully-diluted basis, as if this Warrant and any other outstanding warrants, options or other rights for the purchase of shares of stock or Convertible Securities had been fully exercised as of such date. Except as provided in Section 5(e) below, no further adjustments of the Warrant Exercise Price shall be made upon the actual issuance of Common Stock or of any Convertible Securities upon the exercise of such rights or options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities. (c) For purposes of this Section 5, in case any shares of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Company therefor, without deducting therefrom any expenses incurred or any underwriting commissions, discounts or concessions paid or allowed by the Company in connection therewith. In case any shares of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration as determined by the Board of Directors of the Company, without deducting therefrom any expenses incurred or any underwriting commissions, discounts or concessions paid or allowed by the Company in connection therewith. In case any shares of Common Stock or Convertible Securities or any rights or options to purchase such Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration therefor shall be deemed to be the fair value as determined by the Board of Directors of the Company of such portion of the assets and business of the non-surviving corporation or corporations as such Board shall determine to be attributable to such Common Stock, Convertible Securities, rights or options, as the case may be. In the event of any consolidation or merger of the Company in which the Company is not the surviving corporation or in the event of any sale of all or substantially all of the assets of the Company for stock or other securities of any other corporation, the Company shall be deemed to have issued a number of shares of its Common Stock for stock or securities of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated and for a consideration equal to the fair market value on the date of such transaction of such stock or securities of the other corporation, and if any such calculation results in adjustment of the Warrant Exercise Price, the determination of the number of shares of Common Stock issuable upon exercise immediately prior to such merger, conversion or sale, for purposes of Section 5(f) below, shall be made after giving effect to such adjustment of the Warrant Exercise Price. (d) In case the Company shall at any time hereafter subdivide or combine its outstanding shares of Common Stock, or declare Stock into a dividend payable in Common Stockgreater number of shares, the exercise price Warrant Exercise Price in effect immediately prior to such subdivision shall be proportionately reduced, and conversely, in case the subdivisionoutstanding shares of Common Stock of the Company shall be combined into a smaller number of shares, combinationthe Warrant Exercise Price in effect immediately prior to such combination shall be proportionately increased. (e) If (i) the purchase price provided for in any right or option referred to in Section 5(b), or record date (ii) the additional consideration, if any, payable upon the conversion or exchange of Convertible Securities, or (iii) the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock, shall change at any time (other than under or by reason of provisions designed to protect against dilution), or any Convertible Securities shall terminate, expire or cease to be outstanding without exercise thereof, the Warrant Exercise Price then in effect hereunder shall forthwith be increased or decreased to such dividend payable Warrant Exercise Price as would have applied had the adjustments made upon the issuance of such rights, options or Convertible Securities been made upon the basis of (a) the issuance of the number of shares of Common Stock theretofore actually delivered upon the exercise of such options or rights or upon the conversion or exchange of such Convertible Securities, and the total consideration received therefor, and (b) the issuance at the time of such change of any such options, rights, or Convertible Securities then still outstanding for the consideration, if any, received by the Company therefor and to be received on the basis of such changed price; and on the expiration of any such option or right or the termination of any such right to convert or exchange such Convertible Securities, the Warrant Exercise Price then in effect hereunder shall forthwith be increased to such Warrant Exercise Price as would have been obtained had the adjustments made upon the issuance of such rights or options or Convertible Securities been made upon the basis of the issuance of the shares of Common Stock theretofore actually delivered (and the total consideration received therefor) upon the exercise of such rights or options or upon the conversion or exchange of such Convertible Securities. If the purchase price provided for in any right or option referred to in Section 5(b), or the rate at which any Convertible Securities referred to in Section 5(b) are convertible into or exchangeable for Common Stock, shall decrease at any time under or by reason of provisions with respect thereto designed to protect against dilution, then in case of the delivery of Common Stock upon the exercise of any such right or option or upon conversion or exchange of any such Convertible Security, the Warrant Exercise Price then in effect hereunder shall forthwith be decreased to such Warrant Exercise Price as would have applied had the adjustments made upon the issuance of such right, option or Convertible Security been made upon the basis of the issuance of (and the total consideration received for) the shares of Common Stock delivered as aforesaid. (f) If any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation shall be effected in such a way that holders of Common Stock shall forthwith be proportionately increasedentitled to receive stock, securities or assets with respect to or in the case of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in exchange for Common Stock, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, and except as otherwise provided herein, lawful and adequate provision shall be made whereby the holder of this Warrant shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of the Common Stock of the Company immediately theretofore receivable upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of Warrant Shares purchasable upon exercise of this Warrant immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, or dividend payable in Common Stock and multiplying the result shares of such division against the number of Warrant Shares purchasable stock immediately theretofore receivable upon the exercise of this Warrant immediately preceding had such eventreorganization, so as reclassification, consolidation, merger or sale not taken place, and in any such case appropriate provision shall be made with respect to achieve an exercise price the rights and interests of the holder of this Warrant to the end that the provisions hereof (including without limitation provisions for adjustments of the Warrant Exercise Price and of the number of Warrant Shares purchasable after shares receivable upon the exercise hereof) shall thereafter be applicable, as nearly as may be in relation to any shares of stock, securities or assets thereafter receivable upon the exercise of this Warrant. The Company shall not effect any such event proportional consolidation, merger or sale, unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed and mailed to the registered holder of this Warrant, at the last address of such holder appearing on the books of the Company, the obligation to deliver to such exercise price holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to receive. (g) Upon any adjustment of the Warrant Exercise Price, the Company shall give written notice thereof, by first-class mail, postage prepaid, addressed to the registered holder of this Warrant, as shown on the books of the Company, which notice shall state the Warrant Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. No adjustment to the Warrant Shares purchasable immediately preceding Exercise Price shall be required unless such eventadjustment would require an increase or decrease of at least five cents ($0.05); provided, however, that any adjustments which by reason of this Section 5(g) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; and, provided further, that adjustment shall be required and made in accordance with the provisions of this Section 5 (other than this Section 5(g)) not later than such time as may be required in order to preserve the tax-free nature of a distribution to the holders of shares of Common Stock. All calculations hereunder under this Section 5 shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. No fractional Warrant Shares are Anything in this Section 5 to be issued upon the exercise of this Warrantcontrary notwithstanding, but the Company shall pay a cash adjustment be entitled to make such increases in respect the conversion rate in addition to those required by this Section 5 as it in its discretion shall determine to be advisable in order that any stock dividends, subdivisions of any fraction shares, distribution of a share which would otherwise be issuable in an amount equal rights to the same fraction purchase stock or securities, or distribution of the market price per share of Common Stock on the day of exercise as determined in good faith securities convertible into or exchangeable for stock hereafter made by the Company. Company to its stockholders shall not be taxable. (h) In case of at any time: (i) there shall be any capital reorganization reorganization, or any reclassification of the shares of Common Stock capital stock of the Company, or in the case of any consolidation with or merger of the Company into or with another corporationwith, or the sale of all or substantially all of its assets to to, another corporation, which is effected in such a manner that the holders of Common Stock ; or (ii) there shall be entitled a voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in any one or more of said cases, the Company shall give written notice, by first-class mail, postage prepaid, addressed to receive stockthe registered holder of this Warrant at the address of such holder as shown on the books of the Company, securitiesof the date on which (a) the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights, or assets with respect to or in exchange for Common Stock, then, as a part of (b) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or salewinding up shall take place, as the case may be. Such notice shall also specify the date as of which the holders of Common Stock of record shall participate in such dividend, lawful provision distribution or subscription rights, or shall be made so that the holder of the Warrant shall have the right thereafter entitled to receive, upon the exercise hereof, the kind and amount of shares of stock exchange their Common Stock for securities or other securities or property which the holder would have been entitled to receive if, immediately prior to deliverable upon such reorganization, reclassification, consolidation, merger, or sale, dissolution, liquidation, or winding up, as the holder had held case may be. Such written notice shall be given at least twenty (20) days prior to the number action in question and not less than twenty (20) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. (i) If any event occurs as to which in the opinion of Warrant Shares which were then purchasable upon the exercise of the Warrant. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) Company the other provisions of this Section 5 are not strictly applicable or if strictly applicable would not fairly protect the rights of the holder of this Warrant in accordance with the essential intent and principles of such provisions, then the Board of Directors shall be made make an adjustment in the application of such provisions, in accordance with such essential intent and principles, so as to protect such rights as aforesaid. (j) As used in this Section 5 the provisions set forth herein with respect to term “Common Stock” shall mean and include the rights Company’s presently authorized Common Stock and interest thereafter any additional Common Stock that may be authorized by due action of the holder Company’s Board of the Warrant, Directors and shareholders entitled to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Warrantvote thereon.

Antidilution Adjustments. If The provisions of this Warrant are subject to adjustment as provided in this Section 5. (a) The Warrant Exercise Price shall be adjusted from time to time such that in case the Company shall at hereafter: (i) pay any time hereafter dividends on any class of stock of the Company payable in Common Stock or securities convertible into Common Stock; (ii) subdivide or its then outstanding shares of Common Stock into a greater number of shares; or (iii) combine its outstanding shares of Common Stock, by reclassification or declare a dividend payable otherwise; then, in Common Stockany such event, the exercise price Warrant Exercise Price in effect immediately prior to such event shall (until adjusted again pursuant hereto) be adjusted immediately after such event to a price (calculated to the subdivisionnearest full cent) determined by dividing (a) the number of shares of Common Stock outstanding immediately prior to such event, combinationmultiplied by the then existing Warrant Exercise Price, or by (b) the total number of shares of Common Stock outstanding immediately after such event (including the maximum number of shares of Common Stock issuable in respect of any securities convertible into Common Stock), and the resulting quotient shall be the adjusted Warrant Exercise Price per share. An adjustment made pursuant to this Subsection shall become effective immediately after the record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in the case of combination, a dividend or proportionately decreased, distribution and shall become effective immediately after the effective date in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Shares purchasable upon exercise of this Warrant immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combinationcombination or reclassification. If, as a result of an adjustment made pursuant to this Subsection, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or dividend payable in more classes of capital stock or shares of Common Stock and multiplying other capital stock of the result Company, the Board of Directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Warrant Exercise Price between or among shares of such division against the number classes of Warrant Shares purchasable upon the exercise capital stock or shares of this Warrant immediately preceding such event, so as to achieve an exercise price Common Stock and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such eventother capital stock. All calculations hereunder under this Subsection shall be made to the nearest cent or to the nearest one-hundredth 1/100 of a share, as the case may be. No fractional In the event that at any time as a result of an adjustment made pursuant to this Subsection, the Holder of any Warrant Shares are thereafter surrendered for exercise shall become entitled to be issued receive any shares of the Company other than shares of Common Stock, thereafter the Warrant Exercise Price of such other shares so receivable upon the exercise of this Warrant, but the Company any Warrant shall pay be subject to adjustment from time to time in a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal manner and on terms as nearly equivalent as practicable to the same fraction provisions with respect to Common Stock contained in this Section 5. (b) Upon each adjustment of the market price per share Warrant Exercise Price pursuant to Section 5(a) above, the Holder of Common Stock on each Warrant shall thereafter (until another such adjustment) be entitled to purchase at the day adjusted Warrant Exercise Price the number of exercise shares, calculated to the nearest full share, obtained by multiplying the number of shares specified in such Warrant (as determined adjusted as a result of all adjustments in good faith the Warrant Exercise Price in effect prior to such adjustment) by the Company. Warrant Exercise Price in effect prior to such adjustment and dividing the product so obtained by the adjusted Warrant Exercise Price. (c) In case of any capital reorganization consolidation or merger to which the Company is a party, or in case of any reclassification sale or conveyance to another corporation of the shares of Common Stock property of the CompanyCompany as an entirety or substantially as an entirety, or in the case of any consolidation statutory exchange of securities with or another corporation (including any exchange effected in connection with a merger of a third corporation into the Company into or with another corporationCompany), or the sale of all or substantially all of its assets to another corporation, which is effected in such a manner that the holders of Common Stock there shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, then, as a part no adjustment under Subsection (a) of such reorganization, reclassification, consolidation, merger, or sale, as this Section above but the case may be, lawful provision shall be made so that the holder Holder of the each Warrant then outstanding shall have the right thereafter to receive, upon the exercise hereof, convert such Warrant into the kind and amount of shares of stock or and other securities or and property which the holder he would have owned or have been entitled to receive if, immediately prior to after such reorganization, reclassification, consolidation, merger, or statutory exchange, sale, or conveyance had such Warrant been converted immediately prior to the holder had held the number effective date of Warrant Shares which were then purchasable upon the exercise of the Warrant. In such consolidation, merger, statutory exchange, sale, or conveyance and in any such case, if necessary, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein in this Section with respect to the rights and interest interests thereafter of the holder any Holders of the Warrant, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) in this Section shall thereafter correspondingly be made applicable, as nearly as may reasonably may be, in relation to any shares of stock or and other securities and property thereafter deliverable upon on the exercise of the Warrant. The provisions of this Subsection shall similarly apply to successive consolidations, mergers, statutory exchanges, sales or conveyances. (d) Upon any adjustment of the Warrant Exercise Price, then and in each such case, the Company shall give written notice thereof, by first-class mail, postage prepaid, addressed to the Holder as shown on the books of the Company, which notice shall state the Warrant Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of shares of Common Stock purchasable at such price upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

Antidilution Adjustments. If The provisions of this Warrant are subject to adjustment as provided in this Section 5. (a) The Warrant Exercise Price shall be adjusted from time to time such that in case the Company shall at hereafter: (i) pay any time hereafter dividends on any class of stock of the Company payable in Common Stock or securities convertible into Common Stock; (ii) subdivide or its then outstanding shares of Common Stock into a greater number of shares; or (iii) combine its outstanding shares of Common Stock, by reclassification or declare a dividend payable otherwise; then, in Common Stockany such event, the exercise price Warrant Exercise Price in effect immediately prior to such event shall (until adjusted again pursuant hereto) be adjusted immediately after such event to a price (calculated to the subdivisionnearest full cent) determined by dividing (a) the number of shares of Common Stock outstanding immediately prior to such event, combinationmultiplied by the then existing Warrant Exercise Price, or by (b) the total number of shares of Common Stock outstanding immediately after such event (including in each case the maximum number of shares of Common Stock issuable in respect of any securities convertible into Common Stock), and the resulting quotient shall be the adjusted Warrant Exercise Price per share. An adjustment made pursuant to this Subsection shall become effective immediately after the record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in the case of combination, a dividend or proportionately decreased, distribution and shall become effective immediately after the effective date in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Shares purchasable upon exercise of this Warrant immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combinationcombination or reclassification. If, as a result of an adjustment made pursuant to this Subsection, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or dividend payable in more classes of capital stock or shares of Common Stock and multiplying other capital stock of the result Company, the Board of Directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Warrant Exercise Price between or among shares of such division against the number classes of Warrant Shares purchasable upon the exercise capital stock or shares of this Warrant immediately preceding such event, so as to achieve an exercise price Common Stock and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such eventother capital stock. All calculations hereunder under this Subsection shall be made to the nearest cent or to the nearest one-hundredth 1/100 of a share, as the case may be. No fractional In the event that at any time as a result of an adjustment made pursuant to this Subsection, the Holder of any Warrant Shares are thereafter surrendered for exercise shall become entitled to be issued receive any shares of the Company other than shares of Common Stock, thereafter the Warrant Exercise Price of such other shares so receivable upon the exercise of this Warrant, but the Company any Warrant shall pay be subject to adjustment from time to time in a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal manner and on terms as nearly equivalent as practicable to the same fraction provisions with respect to Common Stock contained in this Section 5. (b) Upon each adjustment of the market price per share Warrant Exercise Price pursuant to Section 5(a) above, the Holder of Common Stock on each Warrant shall thereafter (until another such adjustment) be entitled to purchase at the day adjusted Warrant Exercise Price the number of exercise shares, calculated to the nearest full share, obtained by multiplying the number of shares specified in such Warrant (as determined adjusted as a result of all adjustments in good faith the Warrant Exercise Price in effect prior to such adjustment) by the Company. Warrant Exercise Price in effect prior to such adjustment and dividing the product so obtained by the adjusted Warrant Exercise Price. (c) In case of any capital reorganization consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the continuing corporation, or in case of any reclassification sale or conveyance to another corporation of the shares of Common Stock property of the CompanyCompany as an entirety or substantially as an entirety, or in the case of any consolidation statutory exchange of securities with or another corporation (including any exchange effected in connection with a merger of a third corporation into the Company into or with another corporationCompany), or the sale of all or substantially all of its assets to another corporation, which is effected in such a manner that the holders of Common Stock there shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, then, as a part no adjustment under Subsection (a) of such reorganization, reclassification, consolidation, merger, or sale, as this Section but the case may be, lawful provision shall be made so that the holder Holder of the each Warrant then outstanding shall have the right thereafter to receive, upon the exercise hereof, convert such Warrant into the kind and amount of shares of stock or and other securities or and property which the holder such Holder would have owned or have been entitled to receive if, immediately prior to after such reorganization, reclassification, consolidation, merger, or statutory exchange, sale, or conveyance had such Warrant been converted immediately prior to the holder had held the number effective date of Warrant Shares which were then purchasable upon the exercise of the Warrant. In such consolidation, merger, statutory exchange, sale, or conveyance and, in any such case, if necessary, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein in this Section with respect to the rights and interest interests thereafter of the holder any Holders of the Warrant, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) in this Section shall thereafter correspondingly be made applicable, as nearly as may reasonably may be, in relation to any shares of stock or and other securities and property thereafter deliverable upon on the exercise of the Warrant. The provisions of this Subsection shall similarly apply to successive consolidations, mergers, statutory exchanges, sales or conveyances. (d) Upon any adjustment of the Warrant Exercise Price, then and in each such case, the Company shall within ten (10) days after the date when the circumstances giving rise to the adjustment occurred give written notice thereof, by first-class mail, postage prepaid, addressed to the Holder as shown on the books of the Company, which notice shall state the Warrant Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of shares of Common Stock purchasable at such price upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

Antidilution Adjustments. If the Company shall at any time hereafter subdivide or combine its outstanding shares of Common Stock, or declare a dividend payable in Common Stock, the exercise price in effect immediately prior to the subdivision, combination, or record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in the case of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Shares purchasable upon exercise of this Warrant immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, or dividend payable in Common Stock and multiplying the result of such division against the number of Warrant Shares purchasable upon the exercise of this Warrant immediately preceding such event, so as to achieve an exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. All calculations hereunder shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but the Company shall pay a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal to the same fraction of the market price per share of Common Stock on the day of exercise as determined in good faith by the Company. In case of any capital reorganization or any reclassification of the shares of Common Stock of the Company, or in the case of any consolidation with or merger of the Company into or with another corporation, or the sale of all or substantially all of its assets to another corporation, which is effected in such a manner that the holders of Common Stock shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, then, as a part of such reorganization, reclassification, consolidation, merger, or sale, as the case may be, lawful provision shall be made so that the holder of the Warrant shall have the right thereafter to receive, upon the exercise hereof, the kind and amount of shares of stock or other securities or property which the holder would have been entitled to receive if, immediately prior to such reorganization, reclassification, consolidation, merger, or sale, the holder had held the number of Warrant Shares which were then purchasable upon the exercise of the Warrant. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interest thereafter of the holder of the Warrant, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Warrant. When any adjustment is required to be made in the exercise price, initial or adjusted, the Company shall forthwith determine the new exercise price and (a) prepare and retain on file a statement describing in reasonable detail the method used in arriving at the new exercise price and (b) cause a copy of such statement to be mailed to the holder of the Warrant as of a date within ten (10) days after the date when the circumstances giving rise to the adjustment occurred.

Antidilution Adjustments. Subject to Section 10.3, the following ------------------------ adjustments shall be made: (a) Common Stock Issued at Less than Market Value. If the Company issues or sells any Common Stock other than Excluded Stock (as defined in Section 10.4) without consideration or for consideration per share less than the Market Price (as defined in Section 10.4) (provided, however, that no sale of securities pursuant to a bona fide underwritten public offering will be deemed to be for less than Market Price), as of the day of such issuance or sale, the Exercise Price in effect immediately prior to each such issuance or sale will immediately (except as provided below) be reduced to the price determined by multiplying the Exercise Price, in effect immediately prior to such issuance or sale, by a fraction, (x) the numerator of which shall at any time hereafter subdivide or combine its outstanding be the sum of (i) the number of shares of Common StockStock issued and outstanding immediately prior to such issue, (ii) the number of shares of Common Stock issuable upon conversion of shares of Preferred Stock outstanding immediately prior to such issue, (iii) the number of shares of Common Stock issuable upon exercise of outstanding in-the-money Options and conversion of outstanding in-the-money Convertible Securities prior to such issue and (iv) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such additional shares of Common Stock so issued or declare a dividend payable in sold would purchase at the Market Price on the last trading day immediately preceding such issuance or sale and (y) the denominator of which shall be (i) the number of shares of Common StockStock issued and outstanding immediately prior to such issue, (ii) the number of shares of Common Stock issuable upon conversion of shares of Preferred Stock outstanding immediately prior to such issue, (iii) the number of shares of Common Stock issuable upon exercise of outstanding in-the-money Options and conversion of outstanding in-the-money Convertible Securities prior to such issue, and (iv) the number of shares of Common Stock so issued or sold. In such event, the number of Shares issuable upon the exercise price of this Warrant shall be increased to the number obtained by dividing (x) the product of (A) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (B) the Exercise Price in effect immediately prior to the subdivision, combination, or record date for such dividend payable issuance giving rise to this adjustment by (y) the new Exercise Price determined in Common Stock shall forthwith be proportionately increased, in accordance with the case immediately preceding sentence. For the purposes of combination, or proportionately decreased, in any adjustment of the case of subdivision or declaration of a dividend payable in Common Stock, Exercise Price and the number of Warrant Shares purchasable issuable upon exercise of each Warrant pursuant to this Warrant immediately preceding such eventSection 10.1(a), the following provisions shall be changed to applicable: (1) In the number determined by dividing case of the then current exercise price by the exercise price as adjusted after such subdivision, combination, or dividend payable in issuance of Common Stock and multiplying for cash, the result amount of such division against the number of Warrant Shares purchasable upon the exercise of this Warrant immediately preceding such event, so as to achieve an exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. All calculations hereunder shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but consideration received by the Company shall pay a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an deemed to be the amount equal to the same fraction of the market price per share cash proceeds received by the Company for such Common Stock before deducting therefrom any discounts or commissions allowed, paid or incurred by the Company for any underwriting or otherwise in connection with the issuance and sale thereof. (2) In the case of the issuance of Common Stock on (otherwise than upon the day conversion of exercise any shares of capital stock or other securities of the Company) for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair value thereof as determined in good faith by the Company. In case Board of any capital reorganization or any reclassification Directors, provided, however, that such fair value as determined by the Board of Directors shall not exceed the aggregate Market Price of the shares of Common Stock being issued as of the Company, or in date the Board of Directors authorizes the issuance of such shares. (3) In the case of any consolidation with the issuance of (A) options, warrants or merger of other rights to purchase or acquire Common Stock (whether or not at the Company time exercisable) or (B) securities by their terms convertible into or with another corporationexchangeable for Common Stock (whether or not at the time so convertible or exchangeable) or options, warrants or rights to purchase such convertible or exchangeable securities (whether or not at the sale time exercisable): (i) the aggregate maximum number of all shares of Common Stock deliverable upon exercise of such options, warrants or substantially all of its assets other rights to another corporation, which is effected in such a manner that the holders of purchase or acquire Common Stock shall be entitled deemed to receive stockhave been issued at the time such options, securitieswarrants or rights are issued and for a consideration equal to the consideration (determined in the manner provided in Sections 10.1(a)(1) and (2)), if any, received by the Company upon the issuance of such options, warrants or assets with respect to rights plus the minimum purchase price provided in such options, warrants or rights for the Common Stock covered thereby; (ii) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for Common Stock, then, as a part of any such reorganization, reclassification, consolidation, mergerconvertible or exchangeable securities, or sale, as the case may be, lawful provision shall be made so that the holder of the Warrant shall have the right thereafter to receive, upon the exercise hereof, the kind and amount of shares of stock or other securities or property which the holder would have been entitled to receive if, immediately prior to such reorganization, reclassification, consolidation, merger, or sale, the holder had held the number of Warrant Shares which were then purchasable upon the exercise of options, warrants or other rights to purchase or acquire such convertible or exchangeable securities and the Warrant. In subsequent conversion or exchange thereof, shall be deemed to have been issued at the time such securities were issued or such options, warrants or rights were issued and for a consideration equal to the consideration, if any, received by the Company for any such casesecurities and related options, appropriate adjustment warrants or rights (as excluding any cash received on account of accrued interest or accrued dividends), plus the additional consideration (determined in good faith the manner provided in Section 10.1(a)(1) and (2)), if any, to be received by the Board Company upon the conversion or exchange of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interest thereafter of the holder of the Warrantsuch securities, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of any related options, warrants or rights to purchase or acquire such convertible or exchangeable securities and the Warrantsubsequent conversion or exchange thereof; (iii) on any change in the number of shares of Common Stock deliverable upon exercise of any such options, warrants or rights or conversion or exchange of such convertible or exchangeable securities or any change in the consideration to be received by the company upon such exercise, conversion or exchange, but excluding changes resulting from the antidilution provisions thereof (to the extent comparable to the antidilution provisions contained herein), the Exercise Price and the number of Shares issuable upon exercise of this Warrant as then in effect shall forthwith be readjusted to such Exercise Price and number of Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants or rights not exercised prior to such change, or of such convertible or exchangeable securities not converted or exchanged prior to such change, upon the basis of such change; (iv) on the expiration or cancellation of any such options, warrants or rights (without exercise), or the termination of the right to convert or exchange such convertible or exchangeable securities (without exercise), if the Exercise Price and the number of Shares issuable upon exercise of this Warrant shall have been adjusted upon the issuance thereof, the Exercise Price and the number of Shares issuable upon exercise of this Warrant shall forthwith be readjusted to such Exercise Price and number of Shares as would have been obtained had an adjustment been made upon the issuance of such options, warrants, rights or such convertible or exchangeable securities on the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options, warrants or rights, or upon the conversion or exchange of such convertible or exchangeable securities; and (v) if the Exercise Price and the number of Shares issuable upon exercise of this Warrant shall have been adjusted upon the issuance of any such options, warrants, rights or convertible or exchangeable securities, no further adjustment of the Exercise Price and the number of Shares issuable upon exercise of this Warrant shall be made for the actual issuance of Common Stock upon the exercise, conversion or exchange thereof; provided, however, that no increase in the Exercise Price shall be made pursuant to subclauses (i) and (ii) of this Section 10.1(a)(3). Notwithstanding anything to the contrary in this Section 10.1(a), no adjustment will be required in respect of issuances of Common Stock (or options to purchase Common Stock) pursuant to stock options granted prior to the date hereof.

Antidilution Adjustments. If The conversion price in effect at any time shall be subject to adjustment as follows: A. In case the Company shall at any time hereafter (i) declare a dividend on its Shares payable in shares of its capital stock, (ii) subdivide or its outstanding Shares, (iii) combine its outstanding Shares into a smaller number of shares, or (iv) issue any shares of Common Stock, capital stock by reclassification of its Shares (including any such reclassification in connection with a consolidation or declare a dividend payable merger in Common Stockwhich the Company is the continuing person), the exercise conversion 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 proportionately adjusted so that the Holder of any Security surrendered for conversion after such time shall be entitled to receive the aggregate number of Shares or other securities of the Company which he would have owned or have been entitled to receive after the happening of any of the events described above, had such Security been converted immediately prior to the happening of such event (or the record date therefor). Such adjustment shall be made successively whenever any event listed above shall occur. B. In case the Company shall fix a record date for the issuance of rights or warrants to the holders of its Shares entitling them (for a period expiring within 45 days after such record date) to subscribe for or purchase Shares or securities convertible into Shares at a price per Share (or having an initial conversion price per share) less than the current market price per Share (as defined in Paragraph G below) on such record date, the conversion price shall be adjusted so that the same shall equal the price determined by multiplying the conversion price in effect immediately prior to such record date by a fraction, of which the subdivisionnumerator shall be the number of Shares outstanding on such record date plus the number of additional Shares which the aggregate offering price of the total number of Shares so offered (or the aggregate initial conversion price of the convertible securities so offered) would purchase at such current market price per Share, combinationand of which the denominator shall be the number of Shares outstanding on such record date plus the number of Shares offered for subscription or purchase (or into which the convertible securities so offered are initially convertible). Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, or the conversion price shall again be adjusted to be the conversion price which would then be in effect if such record date had not been fixed, but such subsequent adjustment shall not affect the number of Shares issued upon any conversion prior to the date such adjustment is made. C. In case the Company shall fix a record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in the case of combination, or proportionately decreased, in the case of subdivision or declaration making of a dividend payable in Common Stock, and the number of Warrant Shares purchasable upon exercise of this Warrant immediately preceding such event, shall be changed distribution to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, or dividend payable in Common Stock and multiplying the result of such division against the number of Warrant Shares purchasable upon the exercise of this Warrant immediately preceding such event, so as to achieve an exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. All calculations hereunder shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but the Company shall pay a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal to the same fraction of the market price per share of Common Stock on the day of exercise as determined in good faith by the Company. In case of any capital reorganization or any reclassification of the shares of Common Stock of the Company, or in the case of any consolidation with or merger of the Company into or with another corporation, or the sale of all or substantially all of its assets to another corporation, which is effected in such a manner that the holders of Common Stock its Shares (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing person) of evidences of its indebtedness or assets (other than cash dividends out of retained earnings) or subscription rights or warrants (excluding those referred to in Paragraph B above), then in each such case the conversion price in effect after such record date shall be entitled to receive stock, securities, or assets with respect to or determined by multiplying the conversion price in exchange for Common Stock, then, as a part of such reorganization, reclassification, consolidation, merger, or sale, as the case may be, lawful provision shall be made so that the holder of the Warrant shall have the right thereafter to receive, upon the exercise hereof, the kind and amount of shares of stock or other securities or property which the holder would have been entitled to receive if, effect immediately prior to such reorganizationrecord date by a fraction, reclassification, consolidation, merger, or sale, the holder had held the number of Warrant Shares which were then purchasable upon the exercise of the Warrant. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interest thereafter of the holder of the Warrant, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Warrant.the

Antidilution Adjustments. If The Purchase Price and the Company number and kind of securities covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event that the Corporation shall at any time hereafter after the date of this Agreement (A) declare a dividend on the Preferred Shares payable in shares of Preferred Shares, (B) subdivide the outstanding Preferred Shares, (C) combine outstanding Preferred Shares into a smaller number of shares or (D) issue, change or alter any shares of its beneficial interests in a reclassification or recapitalization or (including any such reclassification or recapitalization in connection with a consolidation or merger in which the Corporation is the continuing or surviving entity) except as otherwise provided in Section 7(e) then, and in each such case, the Purchase Price in effect at the time of the record date for such dividend or the effective time of such subdivision, combination, reclassification or recapitalization, and the number and kind of Preferred Shares or other shares of beneficial interests issuable at such time, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of Preferred Shares or other shares of beneficial interests which, if such Right had been exercised immediately prior to such time and at a time when the Preferred Shares register or other transfer books of the Corporation were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination, reclassification or recapitalization. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) hereof, the adjustment provided in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii). (ii) In the event (A) any Acquiring Person or any Affiliate of any Acquiring Person, at any time after the date of this Agreement, directly or indirectly (1) shall merge into the Corporation or otherwise combine with the Corporation, the Corporation shall be the continuing or surviving entity of such merger or combination and the Original Common Shares shall remain outstanding and no shares thereof shall be changed or otherwise transformed into stock or other securities of any other Person or the Corporation or cash or any other property, (2) shall, in one or more transactions, transfer any assets to the Corporation or any Subsidiary in exchange (in whole or in part) for shares of any class of its equity securities or for securities exercisable for or convertible into shares of any such class or otherwise obtain from the Corporation or any Subsidiary, with or without consideration, any additional shares of any such class or securities exercisable for or convertible into shares of any such class (other than as part of a pro rata distribution to all holders of such class), (3) shall sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise acquire or dispose of (in one transaction or a series of transactions), to, from or with the Corporation or any of the Corporation's Subsidiaries or any employee benefit plan maintained by the Corporation or any Subsidiary or any trustee or fiduciary with respect to such plan acting in such capacity, assets including securities on terms and conditions less favorable to the Corporation or such Subsidiary or plan than the Corporation or such Subsidiary or plan would be able to obtain through arm's-length negotiation with an unaffiliated third party (other than pursuant to a transaction set forth in Section 13(a) hereof), (4) shall engage in any transaction with the Corporation or such Subsidiary or plan not in the ordinary course of the Corporation's business involving the sale, purchase, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) of assets having an aggregate fair market value of more than $500,000 (other than pursuant to a transaction set forth in Section 13(a) hereof), (5) shall receive any compensation from the Corporation or any of the Corporation's Subsidiaries other than compensation for full-time employment as a regular employee at rates in accordance with the Corporation's (or such Subsidiary's) past practices or (6) shall receive the benefit directly or indirectly (except proportionately as a stockholder) of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantage provided by the Corporation or any of its Subsidiaries or any employee benefit plan maintained by the Corporation or any Subsidiary or any trustee or fiduciary with respect to such plan acting in such capacity; (B) any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation, or any Person or entity organized, appointed or established by the Corporation for or pursuant to the terms of any such plan or any Exempted Person), alone or together with its Affiliates, shall, at any time on or after the Declaration Date, become the Beneficial Owner of 10% or more of the total combined voting power of the Common Shares then outstanding other than pursuant to a transaction to which the provisions of Section 13(a) apply; or (C) during such time as there is an Acquiring Person, there shall be any reclassification of securities (including any combination thereof), or recapitalization of the Corporation, or any merger or consolidation of the Corporation with any of its Subsidiaries, or any repurchase by the Corporation or any of its Subsidiaries of the Common Shares, or any other class or series of securities issued by the Corporation (whether or not with or into or otherwise involving an Acquiring Person or any Affiliate of an Acquiring Person), which has the effect, directly or indirectly, of increasing by more than 1% the proportionate share of the outstanding shares of any class of equity securities or securities exercisable for or convertible into any class of equity securities of the Corporation or any of its Subsidiaries which is directly or indirectly beneficially owned by an Acquiring Person or any Affiliate of an Acquiring Person; then, and in each such case, proper provision shall be made so that each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have the right to receive, upon exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, in lieu of the number of one one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the occurrence of an event described in this Section 11(a)(ii), such number of Original Common StockShares as shall equal the result obtained by (x) multiplying an amount equal to the then current Purchase Price by an amount equal to the number of one one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of any such event, and dividing that product by (y) 50% of the current market price per Original Common Share of the Corporation (as defined in Section 11(d) hereof) determined as of the date of such first occurrence. (iii) In the event that the number of Original Common Shares which are authorized by the Corporation's Articles of Incorporation but not outstanding or declare reserved for issuance for purposes other than upon exercise of the Rights are not sufficient to permit the exercise in full of the Rights in accordance with Section 11(a)(ii) hereof, in lieu of issuing Original Common Shares in accordance with Section 11(a)(ii) the Corporation shall (A) determine an amount (the "Excess Amount") equal to the excess of (1) the value (the "Current Value") of the Original Common Shares issuable upon the exercise of a dividend payable Right in accordance with Section 11(a)(ii) hereof, over (2) the Purchase Price and (B) with respect to each Right, make adequate provision to substitute for such Original Common StockShares, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) Common Shares or other equity securities of the Corporation (including, without limitation, shares or units of preferred shares which the Directors of the Corporation have deemed, in good faith, to have the same value as an Original Common Share (such preferred shares hereinafter referred to as "Common Share Equivalents")), (4) debt securities of the Corporation, (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 Directors of the Corporation, in good faith, based upon the advice of a nationally recognized investment banking firm selected by the Directors of the Corporation; provided, however, subject to the provisions of Section 9(e), if the Corporation shall not have made adequate provision to deliver value pursuant to clause (B) above within 30 days following the first occurrence of a Common Share Event, then the Corporation shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, Original Common Shares (to the extent available) and then, if necessary, cash, securities and/or assets which in the aggregate are equal to the Excess Amount. If the Directors of the Corporation shall determine in good faith that it is likely that sufficient additional Original Common Shares could be authorized for issuance upon exercise in full of the Rights, the exercise 30-day period set forth above may be amended to the extent necessary, but not more than 90 days following the first occurrence of such a Common Share Event, in order that the Corporation may seek shareholder approval for the authorization of such additional shares (such 30-day period, as it may be extended to 90 days, is referred to herein as the "Substitution Period"). To the extent that the Corporation determines that some action is to be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Corporation (x) shall provide, subject to Section 7(e) hereof, that (except as shall be determined by a majority of the Directors) such action shall apply uniformly to all outstanding Rights which shall not have become null and void 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 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 Corporation shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended. The Corporation shall thereafter 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 Common Shares shall be the current market price per Common Share (as determined pursuant to Section 11(d) hereof) on the date of the first occurrence of such a Common Share Event. (b) In the event the Corporation shall after the Declaration Date fix a record date for the issuance of any options, warrants or other rights to all holders of Preferred Shares entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase Preferred Shares (or (i) shares having the same rights, privileges and preferences as the shares of any number of one one-hundredths of a Preferred Share ("Equivalent Preferred Shares") or (ii) securities convertible into Preferred Shares (or Equivalent Preferred Shares)), at a purchase price per share of Preferred Shares or Equivalent Preferred Shares (or having a conversion price per Preferred Share or Equivalent Preferred Share, if a security is convertible into Preferred Shares or Equivalent Preferred Shares) less than the current market price per share of Preferred Share (determined in accordance with Section 11(d) hereof) determined as of such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to the subdivision, combination, or such record date for such dividend payable in Common Stock by a fraction, the numerator of which shall forthwith be proportionately increased, in the case of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Preferred Shares purchasable upon exercise of this Warrant immediately preceding outstanding on such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, or dividend payable in Common Stock and multiplying the result of such division against record date plus the number of Warrant Preferred Shares purchasable upon and/or Equivalent Preferred Shares which the exercise aggregate minimum offering price of the total number of one one-hundredths of a Preferred Share and/or per Equivalent Preferred Share so to be offered (and/or the aggregate minimum conversion price of such convertible securities so to be offered) would purchase at such current market price and the denominator of which shall be the number of Preferred Shares outstanding on such record date plus the maximum number of additional Preferred Shares and/or Equivalent Preferred Shares to be offered for subscription or purchase (or the maximum number of shares into which such convertible securities so to be offered are convertible). In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, for purposes of this Warrant immediately preceding Section 11(b) the value of such event, so as to achieve an exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. All calculations hereunder consideration shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but the Company shall pay a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal to the same fraction of the fair market price per share of Common Stock on the day of exercise value thereof as determined in good faith by the CompanyDirectors of the Corporation (which determination shall be described in an Officers' Certificate filed with the Rights Agent). In case Preferred Shares owned by or held for the account of the Corporation shall not be deemed outstanding for the purpose of any capital reorganization or any reclassification of the shares of Common Stock of the Company, or in the case of any consolidation with or merger of the Company into or with another corporation, or the sale of all or substantially all of its assets to another corporation, which is effected in such a manner that the holders of Common Stock shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, then, as a part of such reorganization, reclassification, consolidation, merger, or sale, as the case may be, lawful provision computation. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed (subject, however, to such other adjustments as are provided herein). (c) In the event that the holder Corporation shall after the Declaration Date fix a record date for the making of a distribution to all holders of Preferred Shares (including any such distribution made in connection with a consolidation or merger in which the Warrant shall have Corporation is the right thereafter surviving or continuing entity) of evidences of indebtedness, cash (other than regular quarterly cash dividends), other property (other than a dividend payable in a number of one one-hundredths of a Preferred Share, but including any dividend payable in shares other than Preferred Shares) or subscription rights or warrants (excluding those referred to receive, upon the exercise in Section 11(b) hereof), the kind and amount of shares of stock or other securities or property which Purchase Price to be in effect after such record date shall be determined by multiplying the holder would have been entitled to receive if, Purchase Price in effect immediately prior to such reorganizationrecord date by a fraction, reclassificationof which the numerator shall be the current market price per Preferred Share (as defined in Section 11(d) hereof) determined as of such record date, consolidationless the fair market value, merger, or sale, the holder had held the number of Warrant Shares which were then purchasable upon the exercise of the Warrant. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the CompanyCorporation (which determination shall be described in an Officers' Certificate filed with the Rights Agent) of that portion of such evidences of indebtedness, such other property and/or such subscription rights or warrants applicable to one Preferred Share and of which the denominator shall be such current market price per Preferred Share. Such adjustments shall be made successively whenever such a record date is fixed; and in the application event such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed (subject, however, to such other adjustments as are provided herein). (d) For the purposes of any computation hereunder, the "current market price" per share (or unit) of any security on any date shall be deemed to be the average of the provisions set forth herein with respect daily Closing Price of such security for the 20 consecutive Trading Days immediately prior to such date; provided, however, that in the rights and interest thereafter of the holder of the Warrant, to the end event that the provisions set forth herein current market price per share of such security is determined during a period following or including the announcement by the issuer of such security of (including provisions with respect to adjustments of the exercise pricei) shall thereafter be applicable, as nearly as reasonably may be, a dividend or distribution on such security payable in relation to any shares of stock (or other property thereafter deliverable upon the exercise of the Warrant.uni

Antidilution Adjustments. If the Company shall at any time hereafter subdivide or combine its outstanding shares of Common Stock, or declare a dividend payable in Common Stock, the exercise price in effect immediately prior to the subdivision, combination, combination or record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in the case of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, and the number each share of Warrant Shares Common Stock purchasable upon exercise of this Warrant Warrant, immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, combination or dividend payable in Common Stock and multiplying the result of such division against the number of Warrant Shares purchasable upon the exercise of this Warrant immediately preceding such event, so as to achieve an exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. All calculations hereunder shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may beStock. No fractional Warrant Shares shares of Common Stock are to be issued upon the exercise of this the Warrant, but the Company shall pay a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal to the same fraction of the market price per share of Common Stock on the day of exercise as determined in good faith by the Company. In case of any capital reorganization or any reclassification of the shares of Common Stock of the Company, or in the case of any consolidation with or merger of the Company into or with another corporation, or the sale of all or substantially all of its assets to another corporation, which is effected in such a manner that the holders of Common Stock shall be entitled to receive stock, securities, securities or assets with respect to or in exchange for Common Stock, then, as a part of such reorganization, reclassification, consolidation, merger, merger or sale, as the case may be, lawful provision shall be made so that the holder of the Warrant shall have the right thereafter to receive, upon the exercise hereof, the kind and amount of shares of stock or other securities or property which the holder would have been entitled to receive if, immediately prior to such reorganization, reclassification, consolidation, merger, merger or sale, the holder had held the number of Warrant Shares shares of Common Stock which were then purchasable upon the exercise of the Warrant. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interest thereafter of the holder of the Warrant, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Warrant. When any adjustment is required to be made in the exercise price, initial or adjusted, the Company shall forthwith determine the new exercise price, and (a) prepare and retain on file a statement describing in reasonable detail the method used in arriving at the new exercise price; and THIS WARRANT IS SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH ON PAGE 5 HEREOF. (b) cause a copy of such statement to be mailed to the holder of the Warrant as of a date within ten (10) days after the date when the circumstances giving rise to the adjustment occurred.

Antidilution Adjustments. If The Purchase Price and the number and kind of securities covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event that the Company shall at any time hereafter subdivide or combine its outstanding after the Declaration Date (A) declare and pay a dividend on the Preferred Stock payable in shares of Common Preferred Stock, or declare a dividend payable in Common (B) subdivide the outstanding Preferred Stock, (C) combine the exercise price outstanding Preferred Stock into a smaller number of shares, or (D) issue, change, or alter any of its shares of capital stock in a reclassification or recapitalization (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving Person), except as otherwise provided in this Section 11(a) and Section 7(e) hereof, then, and in each such case, the Purchase Price in effect immediately prior to at the subdivision, combination, or time of the record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in or the case effective time of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Shares purchasable upon exercise of this Warrant immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, reclassification or dividend payable recapitalization, and the number and kind of shares of capital stock issuable at such time, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of Preferred Stock or other capital stock which, if such Right had been exercised immediately prior to such time at the Purchase Price then in Common effect and at a time when the transfer books for the Preferred Stock (or other capital stock) of the Company were open, such holder would have owned upon such exercise and multiplying the result been entitled to receive by virtue of such division against dividend, subdivision, combination, reclassification or recapitalization. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) hereof, the number of Warrant Shares purchasable upon the exercise of adjustment provided in this Warrant immediately preceding such eventSection 11(a)(i) shall be in addition to, so as to achieve an exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. All calculations hereunder shall be made prior to, any adjustment required pursuant to Section 11(a)(ii) hereof. (ii) In the nearest cent event (A) any Person shall at any time after the Declaration Date become an Acquiring Person; or (B) any Acquiring Person or to any Affiliate of any Acquiring Person, at any time after the nearest one-hundredth of a shareDeclaration Date, as directly or indirectly, shall (1) merge into the case may be. No fractional Warrant Shares are to be issued upon Company or otherwise combine with the exercise of this WarrantCompany, but and the Company shall pay a cash adjustment in respect be the continuing or surviving corporation of such merger or combination and the Common Stock of the Company shall remain outstanding and no shares thereof shall be changed or otherwise transformed into stock or other securities of any fraction other Person or the Company or cash or any other property, (2) in one or more transactions, transfer any assets to the Company in exchange (in whole or in part) for shares of any class of its equity securities or for securities exercisable for or convertible into shares of any such class or otherwise obtain from the Company, with or without consideration, any additional shares of any such class or securities exercisable for or convertible into shares of any such class (other than as part of a share which would pro rata distribution to all holders of such class), (3) sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise be issuable dispose (in one transaction or a series of transactions) to, from or with the Company or any of the Company's Subsidiaries, assets with an amount equal aggregate fair market value in excess of 25% of the assets of the Company on terms and conditions less favorable to the same fraction Company than the Company would be able to obtain through arm's-length negotiation with an unaffiliated third party, (4) receive any compensation from the Company or any of the market price per share Company's Subsidiaries other than compensation as a director of Common Stock on the day Company or for full-time employment as a regular employee at rates in accordance with the Company's (or such Subsidiary's) past practices, (5) receive the benefit (except proportionately as a stockholder), of exercise as determined in good faith any loans, advances, guarantees, pledges or other financial assistance provided by the Company or any of its Subsidiaries on terms and conditions less favorable to the Company than the Company would be able to obtain through arm's-length negotiation with an unaffiliated third party or (6) commence a tender or exchange offer for securities of the Company. In case of ; or (C) during such time as there is an Acquiring Person at any capital reorganization or time after the Declaration Date, there shall be any reclassification of securities (including any combination thereof), or recapitalization of the Company, or any merger or consolidation of the Company with any of its Subsidiaries, or any repurchase by the Company or any of its Subsidiaries of shares of the Common Stock of the Company, or in any other class or series of securities issued by the case Company, which reclassification, recapitalization, merger or consolidation or repurchase is effected at a time when a majority of any consolidation with or merger the Board of Directors of the Company consists of persons who are the Acquiring Person or its Affiliates, nominees or designees thereof (whether or not with or into or with another corporationotherwise involving an Acquiring Person or any Affiliate of an Acquiring Person), which has the effect, directly or indirectly, of increasing by more than 1% the sale proportionate share of all the outstanding shares of any class of equity securities or substantially all securities exercisable for or convertible into any class of equity securities of the Company or any of its assets to another corporation, Subsidiaries which is effected in such a manner that the holders directly or indirectly owned by an Acquiring Person or any Affiliate of Common Stock shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, an Acquiring Person then, as a part in each such case, upon the Close of Business 15 Business Days after the occurrence of such reorganizationevent, reclassification, consolidation, merger, or sale, as the case may be, lawful proper provision shall be made so that the each holder of the Warrant a Right, except as provided in Section 7(e) hereof, shall thereafter have the right thereafter to receive, upon exercise thereof at the Purchase Price in effect at the time of exercise in accordance with the terms of this Agreement, in lieu of a number of one one-hundredths of a share of Preferred Stock, such number of shares of Common Stock of the Company as shall equal the result obtained by (x) multiplying an amount equal to the then current Purchase Price by an amount equal to the number of one one-hundredths of a share of Preferred Stock for which a Right was or would have been exercisable immediately prior to the first occurrence of any such event whether or not such Right was then exercisable, and (y) dividing that product by 50% of the Current Market Price per share of the Common Stock of the Company (as defined in Section 11(d) hereof) determined as of the date of such first occurrence. (iii) In lieu of issuing whole or fractional shares of Common Stock in accordance with Section 7(c) hereof, the kind and amount Company shall (i) in the event that the number of shares of stock Common Stock which are authorized by the Company's charter 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 in accordance with Section 7(c) hereof, or (ii) if a majority of the Board determines that it would be appropriate and not contrary to the interests of the holders of Rights (other than any Acquiring Person or Disqualified Transferee or any Affiliate of the Acquiring Person or Disqualified Transferee), (A) determine an amount, if any, (the "Excess Amount") equal to the excess of (1) the value (the "Current Value") of the whole or fractional shares of Preferred Stock (or Common Stock) issuable upon the exercise of a Right in accordance with Section 7(c) hereof, over (2) the Purchase Price, and (B) with respect to each Right, (subject to Section 7(e) hereof) make adequate provision to substitute for such whole or fractional shares of Preferred Stock (or Common Stock), upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) Common Stock or other equity securities of the Company (including, without limitation, shares or property units of Preferred Stock or preferred stock which the Board has deemed in good faith to have the same value as a share of Common Stock (such shares of preferred stock being referred to herein as "Common Stock Equivalents")), (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing (which would include the additional consideration provided to any holder would by reducing the Purchase Price) having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board; provided, however, subject to the provisions of Section 9(e), that if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within 30 days following the Close of Business 15 Business Days after the first occurrence of a Common Stock Event described in Section 11(a)(ii) hereof, then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, whole or fractional shares of Preferred Stock (or Common Stock) (to the extent available) and then, if necessary, cash, securities, and/or assets which in the aggregate are equal to the Excess Amount. If the Board shall determine in good faith that it is likely that sufficient additional shares of Common Stock or Common Stock Equivalents could be authorized for issuance upon exercise in full of the Rights, the 30 day period set forth above may be extended to the extent necessary, but not more than 90 days following the Close of Business 15 Business Days after the first occurrence of such a Common Stock Event (such 30 day period) as it may be extended to 90 days, is referred to herein as the "Substitution Period"). To the extent that the Company determines that some action is to be taken pursuant to the preceding provisions of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof, that (except as to the form of consideration which shall be determined as appropriate by a majority of the Board) such action shall apply uniformly to all outstanding Rights which shall not have become null and void, 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 and/or to decide the appropriate form of distribution to be made pursuant to such provisions 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 entitled temporarily suspended. The Company shall thereafter 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 Stock issuable upon exercise of a Right in accordance with Section 7(c) hereof shall be the Current Market Price per share of the Common Stock (as determined pursuant to receive ifSection 11(d) hereof) on the Close of Business 15 Business Days after the date of the first occurrence of such a Common Stock Event and the value of any Common Stock Equivalent shall be deemed to be equal to the Current Market Price per share of the Common Stock on such date. (b) In the event the Company shall, after the Dividend Record Date, fix a record date for the issuance of any options, warrants, or other rights to all holders of Preferred Stock entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase (i) Preferred Stock or (ii) shares having the same rights, privileges and preferences as the shares of any number of one one-hundredths of a share of Preferred Stock ("Equivalent Preferred Stock") or (iii) securities convertible into Preferred Stock or Equivalent Preferred Stock at a price per share of Preferred Stock or Equivalent Preferred Stock (or having a conversion price per share of Common Stock, if a security is convertible into Preferred Stock or Equivalent Preferred Stock) less than the Current Market Price per share of Preferred Stock (determined in accordance with Section 11(d) hereof) determined as of such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such reorganization, reclassification, consolidation, merger, or salerecord date by a fraction, the holder had held numerator of which shall be the number of Warrant Shares shares of Preferred Stock outstanding on such record date plus the number of shares of Preferred Stock and/or Equivalent Preferred Stock which were then purchasable upon the exercise aggregate minimum offering price of the Warranttotal number of shares of one one-hundredths of a share of Preferred Stock and/or Equivalent Preferred Stock so to be offered (and/or the aggregate minimum conversion price of such convertible securities so to be offered) would purchase at such Current Market Price, and the denominator of which shall be the number of shares of Preferred Stock outstanding on such record date plus the maximum number of additional shares of Preferred Stock and/or Equivalent Preferred Stock to be offered for subscription or purchase (or the maximum number of shares into which such convertible securities so to be offered are convertible). In any case such casesubscription price may be paid by delivery of consideration part or all of which shall be in a form other than cash, appropriate adjustment (for purposes of this Section 11(b) the value of such consideration shall be the fair market value thereof as determined in good faith by the Board (which determination shall be described in an Officers' Certificate filed with the Rights Agent). Shares of Directors Preferred Stock owned by or held for the account of the Company) 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 application event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed (subject, however, to such other adjustments as are provided herein). (c) In the event that the Company shall, after the Dividend Record Date, fix a record date for the making of a distribution to all holders of Preferred Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving or continuing Person) of evidences of indebtedness, cash (other than cash dividends paid out of the provisions set forth herein with respect to the rights and interest thereafter earnings or retained earnings of the holder Company and its Subsidiaries determined on a consolidated basis in accordance with generally accepted accounting principles consistently applied), other property (other than a dividend payable in a number of one one-hundredths of a share of Preferred Stock, but including any dividend payable in capital stock other than Preferred Stock), or subscription rights or warrants (excluding those referred to in Section 11(b) hereof), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, of which the numerator shall be the Current Market Price per share of Preferred Stock (as defined in Section 11(d) hereof) determined as of such record date, less the sum of that portion of cash plus the fair market value, as determined in good faith by the Board (which determination shall be described in an Officers' Certificate filed with the Rights Agent) of that portion of such evidences of indebtedness, such other property, and/or such subscription rights or warrants applicable to one share of Common Stock and of which the denominator shall be such Current Market Price per share of the WarrantPreferred Stock. Such adjustments shall be made successively whenever such a record date is fixed; and in the event such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed (subject, however, to such other adjustments as are provided herein). (d) For purposes of any computation pursuant to Section 11(a)(iii) hereof, the end that "Current Market Price" per share (or unit) of any security on any date shall be deemed to be the provisions set forth herein (including provisions with respect to adjustments average of the exercise pricedaily Closing Price of such security for the 10 consecutive Trading Days immediately after such date and for the purpose of any other computation hereunder, the "Current Market Price" per share (or unit) of any security on any date shall thereafter be applicable, as nearly as reasonably may be, in relation deemed to any shares of stock or other property thereafter deliverable upon be the exercise average of the Warrant.daily Closing Pri

Antidilution Adjustments. If the Company shall at any time hereafter subdivide or combine its outstanding shares of Common Stock, or declare a dividend payable in Common Stock, the exercise price in effect immediately prior to the subdivision, combination, combination or record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in the case of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Shares purchasable upon exercise of this Warrant Warrant, immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, combination or dividend payable in Common Stock and multiplying the result of such division against the number of Warrant Shares purchasable upon the exercise of this Warrant immediately preceding such event, so as to achieve an exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. All calculations hereunder shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but the Company shall pay a cash adjustment in respect of any fraction of a share Share which would otherwise be issuable in an amount equal to the same fraction of the market price per share of Common Stock Shares on the day of exercise as determined in good faith by the Company. In case of any capital reorganization or any reclassification of the shares of Common Stock of the Company, or in the case of any consolidation with or merger of the Company into or with another corporation, or the sale of all or substantially all of its assets to another corporation, which is effected in such a manner that the holders of Common Stock shall be entitled to receive stock, securities, securities or assets with respect to or in exchange for Common Stock, then, as a part of such reorganization, reclassification, consolidation, merger, merger or sale, as the case may be, lawful provision shall be made so that the holder of the Warrant shall have the right thereafter to receive, upon the exercise hereof, the kind and amount of shares of stock or other securities or property which the holder would have been entitled to receive if, immediately prior to such reorganization, reclassification, consolidation, merger, merger or sale, the holder had held the number of Warrant Shares which were then purchasable upon the exercise of the Warrant. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interest thereafter of the holder of the Warrant, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Warrant. When any adjustment is required to be made in the exercise price, initial or adjusted, the Company shall forthwith determine the new exercise price, and (a) prepare and retain on file a statement describing in reasonable detail the method used in arriving at the new exercise price; and (b) cause a copy of such statement to be mailed to the holder of the Warrant as of a date within ten (10) days after the date when the circumstances giving rise to the adjustment occurred.

Antidilution Adjustments. If the Company shall at any time hereafter subdivide or combine its outstanding shares of Common Stock, or declare a dividend payable in Common Stock, or declare a dividend payable in Common Stock, the exercise price in effect immediately prior to the subdivision, combination, combination or record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in the case of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Shares Units purchasable upon exercise of this Warrant Warrant, immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, or dividend payable in Common Stock and multiplying the result of such division against the number of Warrant Shares Units purchasable upon the exercise of this Warrant immediately preceding such event, so as to achieve an exercise price and number of Warrant Shares Units purchasable after such event proportional to such exercise price and number of Warrant Shares Units purchasable immediately preceding such event. No adjustment in exercise price shall be required unless such adjustment would require an increase or decrease of at least five cents ($0.05) in such price; PROVIDED, HOWEVER, that any adjustments which are not required to be so made shall be carried forward and taken into account in any subsequent adjustment. All calculations hereunder shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. No fractional Warrant Shares Units are to be issued upon the exercise of this the Warrant, but the Company shall pay a cash adjustment in respect of any fraction of a share Unit which would otherwise be issuable in an amount equal to the same fraction of the market price per share of Common Stock Unit's on the day of exercise as determined in good faith by the Company. In case of any capital reorganization or any reclassification of the shares of Common Stock of the Company, or in the case of any consolidation with or merger of the Company into or with another corporation, or the sale of all or substantially all of its assets to another corporation, which is effected in such a manner that the holders of Common Stock shall be entitled to receive stock, securities, securities or assets with respect to or in exchange for Common Stock, then, as a part of such reorganization, reclassification, consolidation, merger, merger or sale, as the case may be, lawful provision shall be made so that the holder of the Warrant shall have the right thereafter to receive, upon the exercise hereof, the kind and amount of shares of stock or other securities or property which the holder would have been entitled to receive if, immediately prior to such reorganization, reclassification, consolidation, merger, merger or sale, the holder had held the number of Warrant Shares Units which were then purchasable upon the exercise of the Warrant. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interest thereafter of the holder of the Warrant, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Warrant. When any adjustment is required to be made in the exercise price, initial or adjusted, the Company shall forthwith determine the new exercise price, and A. Prepare and retain on file a statement describing in reasonable detail the method used in arriving at the new exercise price; and B. Cause a copy of such statement to be mailed to the holder of the Warrant as of a date within ten (10) days after the date when the circumstances giving rise to the adjustment occurred.

Antidilution Adjustments. If Upon any change in the Company shall at any time hereafter subdivide or combine its number of issued and outstanding shares of Common StockStock by reason of any stock dividend, split-up, merger, recapitalization, combination, conversion, exchange of shares, or declare a dividend payable in the like or upon the issuance of any shares of Common Stock pursuant to the exercise of any options (other than the Option), warrants, convertible securities, and other rights to purchase Common Stock, the exercise price in effect immediately prior number and kind of shares subject to the subdivision, combination, or record date for such dividend payable in Common Stock Option and the Purchase Price shall forthwith be proportionately increased, in the case of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, and adjusted so that the number of Warrant Shares purchasable upon exercise shares of this Warrant immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, or dividend payable in Common Stock and multiplying the result of such division against the number of Warrant Shares purchasable upon the exercise of this Warrant immediately preceding such event, so as to achieve an exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. All calculations hereunder shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but the Company Option shall pay a cash adjustment in respect equal the same proportion of any fraction the issued and outstanding Common Stock (assuming the Option Shares have been issued) as the original number of a share which would otherwise be issuable in an amount equal Option Shares bears to the same fraction of the market price per share of Common Stock on the day of exercise as determined in good faith by the Company. In case of any capital reorganization or any reclassification of the outstanding shares of Common Stock as of the Companydate hereof (assuming the Option Shares have been issued), or in the case of any consolidation with or merger of the Company into or with another corporation, or the sale of all or substantially all of its assets to another corporation, which is effected in and such a manner that the holders of Common Stock additional shares shall be entitled to receive stocktreated as "Option Shares." If, securities, on or assets with respect to or in exchange for Common Stock, then, as a part of such reorganization, reclassification, consolidation, merger, or sale, as after the case may be, lawful provision shall be made so that the holder of the Warrant shall have the right thereafter to receive, upon the exercise date hereof, the kind and amount of shares of Company should declare or pay any cash or stock dividend (other than regular quarterly cash dividends not exceeding $0.05 per share) or other securities distribution or property which the holder would have been entitled to receive if, immediately prior to such reorganization, reclassification, consolidation, merger, or sale, the holder had held the number of Warrant Shares which were then purchasable upon the exercise of the Warrant. In issue any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein rights with respect to the rights and interest thereafter Common Stock, payable or distributable to shareholders of record on a date prior to the transfer to the name of Zions Bancorp or its nominee on the Company's stock transfer records of the holder Option Shares, and the Option is exercised, then (a) the exercise price per Option Share will be reduced by the amount of any such cash dividend or cash distribution, and (b) the whole of any such non-cash dividend, distribution, or right which would have been payable with respect to each Option Share purchased by Zions Bancorp if such shares were outstanding on the record date for such distribution will be promptly remitted and transferred by the Company to Zions Bancorp. Upon exercise of the WarrantOption, to the end that the provisions set forth herein (including provisions extent consistent with law, pending such remittance, Zions Bancorp will be entitled to all rights and privileges as owner of any such non-cash dividend, distribution, or right with respect to adjustments of the exercise price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Warranteach Option Share purchased.

Antidilution Adjustments. If The Purchase Price and the number and kind of securities covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event that the Company shall at any time hereafter subdivide or combine its outstanding after the Declaration Date (A) declare and pay a dividend on the Preferred Stock payable in shares of Common Preferred Stock, or declare a dividend payable in Common (B) subdivide the outstanding Preferred Stock, (C) combine the exercise price outstanding Preferred Stock into a smaller number of shares, or (D) issue, change, or alter any of its shares of capital stock in a reclassification or recapitalization (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving Person), except as otherwise provided in this Section 11(a) and Section 7(e) hereof, then, and in each such case, the Purchase Price in effect immediately prior to at the subdivision, combination, or time of the record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in or the case effective time of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Shares purchasable upon exercise of this Warrant immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, reclassification or dividend payable recapitalization, and the number and kind of shares of capital stock issuable upon exercise of the Rights at such time, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of Preferred Stock or other capital stock which, if such Right had been exercised immediately prior to such time at the Purchase Price then in Common effect and at a time when the transfer books for the Preferred Stock (or other capital stock) of the Company were open, such holder would have owned upon such exercise and multiplying the result been entitled to receive by virtue of such division against dividend, subdivision, combination, reclassification or recapitalization. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) hereof, the number of Warrant Shares purchasable upon the exercise of adjustment provided in this Warrant immediately preceding such eventSection 11(a)(i) shall be in addition to, so as to achieve an exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. All calculations hereunder shall be made prior to, any adjustment required pursuant to Section 11(a)(ii) hereof. (ii) In the nearest cent event (A) any Person shall at any time after the Declaration Date become an Acquiring Person; or (B) any Acquiring Person or to any Affiliate of any Acquiring Person, at any time after the nearest one-hundredth of a shareDeclaration Date, as directly or indirectly, shall (1) merge into the case may be. No fractional Warrant Shares are to be issued upon Company or otherwise combine with the exercise of this WarrantCompany, but and the Company shall pay a cash adjustment in respect be the continuing or surviving corporation of such merger or combination and the Common Stock of the Company shall remain outstanding and no shares thereof shall be changed or otherwise transformed into stock or other securities of any fraction other Person or the Company or cash or any other property, (2) in one or more transactions, transfer any assets to the Company in exchange (in whole or in part) for shares of any class of its equity securities or for securities exercisable for or convertible into shares of any such class or otherwise obtain from the Company, with or without consideration, any additional shares of any such class or securities exercisable for or convertible into shares of any such class (other than as part of a share which would pro rata distribution to all holders of such class), (3) sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise be issuable dispose (in one transaction or a series of transactions) to, from or with the Company or any of the Company's Subsidiaries, assets with an amount equal aggregate fair market value in excess of 25% of the assets of the Company and its Subsidiaries determined on a consolidated basis on terms and conditions less favorable to the same fraction Company than the Company would be able to obtain through arm's-length negotiation with an unaffiliated third party, (4) receive any compensation from the Company or any of the market price per share Company's Subsidiaries other than compensation as a director of Common Stock on the day Company or for full-time employment as a regular employee at rates in accordance with the Company's (or such Subsidiary's) past practices, (5) receive the benefit (except proportionately as a stockholder), of exercise as determined in good faith any loans, advances, guarantees, pledges or other financial assistance provided by the Company or any of its Subsidiaries on terms and conditions less favorable to the Company (or such Subsidiary) than the Company would be able to obtain through arm's-length negotiation with an unaffiliated third party or (6) commence a tender or exchange offer for securities of the Company. In case of ; or (C) during such time as there is an Acquiring Person at any capital reorganization or time after the Declaration Date, there shall be any reclassification of securities (including any combination thereof), or recapitalization of the Company, or any merger or consolidation of the Company with any of its Subsidiaries (whether or not with or into or otherwise involving an Acquiring Person or any Affiliate of an Acquiring Person), or any repurchase by the Company or any of its Subsidiaries of shares of the Common Stock of the Company, or in any other class or series of securities issued by the case Company, which reclassification, recapitalization, merger, consolidation or repurchase is effected at a time when a majority of the Board consists of persons who are the Acquiring Person or its Affiliates, or nominees or designees of any consolidation with thereof, which has the effect, directly or merger indirectly, of increasing by more than 1% the proportionate share of the outstanding shares of any class of equity securities or securities exercisable for or convertible into any class of equity securities of the Company into or with another corporation, or the sale of all or substantially all any of its assets to another corporation, Subsidiaries which is effected in such a manner that the holders directly or indirectly owned by an Acquiring Person or any Affiliate of Common Stock shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, an Acquiring Person then, as a part in each such case, upon the Close of Business 10 Business Days after the occurrence of such reorganizationevent, reclassification, consolidation, merger, or sale, as the case may be, lawful proper provision shall be made so that the each holder of the Warrant a Right, except as provided in Section 7(e) hereof, shall thereafter have the right thereafter to receive, upon exercise thereof at the Purchase Price in effect at the time of exercise in accordance with the terms of this Agreement, in lieu of a number of one one-thousandths of a share of Preferred Stock, such number of shares of Common Stock of the Company as shall equal the result obtained by (x) multiplying an amount equal to the then current Purchase Price by an amount equal to the number of one one-thousandths of a share of Preferred Stock for which a Right was or would have been exercisable immediately prior to the first occurrence of any such event whether or not such Right was then exercisable, and (y) dividing that product by 50% of the Current Market Price per share of the Common Stock of the Company (as defined in Section 11(d) hereof) determined as of the date of such first occurrence. (iii) In lieu of issuing whole or fractional shares of Preferred Stock (or Common Stock) in accordance with Section 7(c) hereof, the kind and amount Company shall (i) in the event that the number of shares of stock Preferred Stock (or Common Stock) which are authorized by the Company's charter 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 in accordance with Section 7(c) hereof, or (ii) if a majority of the Board determines that it would be appropriate and not contrary to the interests of the holders of Rights (other than any Acquiring Person or Disqualified Transferee or any Affiliate of the Acquiring Person or Disqualified Transferee), (A) determine an amount, if any, (the "Excess Amount") equal to the excess of (1) the value (the "Current Value") of the whole or fractional shares of Preferred Stock (or Common Stock) issuable upon the exercise of a Right in accordance with Section 7(c) hereof, over (2) the Purchase Price, and (B) with respect to each Right, (subject to Section 7(e) hereof) make adequate provision to substitute for such whole or fractional shares of Preferred Stock (or Common Stock), upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) Common Stock or other equity securities of the Company (including, without limitation, shares or property units of Preferred Stock or preferred stock which the Board has deemed in good faith to have the same value as a share of Common Stock (such shares of preferred stock being referred to herein as "Common Stock Equivalents")), (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing (which would include the additional consideration provided to any holder would by reducing the Purchase Price) having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board; provided, however, subject to the provisions of Section 9(e) hereof, that if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within 30 days following the Close of Business 10 Business Days after the first occurrence of a Common Stock Event described in Section 11(a)(ii) hereof, then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, whole or fractional shares of Preferred Stock (or Common Stock) (to the extent available) and then, if necessary, cash, securities, and/or assets which in the aggregate are equal to the Excess Amount. If the Board shall determine in good faith that it is likely that sufficient additional shares of Common Stock or Common Stock Equivalents could be authorized for issuance upon exercise in full of the Rights, the 30-day period set forth above may be extended to the extent necessary, but not more than 90 days following the Close of Business 10 Business Days after the first occurrence of such a Common Stock Event (such 30 day period as it may be extended to 90 days, is referred to herein as the "Substitution Period"). To the extent that the Company determines that some action is to be taken pursuant to the preceding provisions of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof, that (except as to the form of consideration which shall be determined as appropriate by a majority of the Board) such action shall apply uniformly to all outstanding Rights which shall not have become null and void, 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 and/or to decide the appropriate form of distribution to be made pursuant to such provisions 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 entitled temporarily suspended. The Company shall thereafter issue a public announcement at such time as the suspension is no longer in effect. The Company shall notify the Rights Agent whenever it makes a public announcement pursuant to receive ifthis Section 11(a)(iii), and give the Rights Agent a copy of such announcement. For purposes of this Section 11(a)(iii), the value of the Common Stock issuable upon exercise of a Right in accordance with Section 7(c) hereof shall be the Current Market Price per share of the Common Stock (as determined pursuant to Section 11(d) hereof) on the Close of Business 10 Business Days after the date of the first occurrence of such a Common Stock Event and the value of any Common Stock Equivalent shall be deemed to be equal to the Current Market Price per share of the Common Stock on such date. (b) In the event the Company shall, after the Dividend Record Date, fix a record date for the issuance of any options, warrants, or other rights to all holders of Preferred Stock entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase (i) Preferred Stock or (ii) shares having the same rights, privileges and preferences as the shares of any number of one one-thousandths of a share of Preferred Stock ("Equivalent Preferred Stock") or (iii) securities convertible into Preferred Stock or Equivalent Preferred Stock at a price per share of Preferred Stock or Equivalent Preferred Stock (or having a conversion price per share of Preferred Stock or Equivalent Preferred Stock, if a security is convertible into Preferred Stock or Equivalent Preferred Stock) less than the Current Market Price per share of Preferred Stock (determined in accordance with Section 11(d) hereof) determined as of such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such reorganization, reclassification, consolidation, merger, or salerecord date by a fraction, the holder had held numerator of which shall be the number of Warrant Shares shares of Preferred Stock outstanding on such record date plus the number of shares of Preferred Stock and/or Equivalent Preferred Stock which were then purchasable upon the exercise aggregate minimum offering price of the Warranttotal number of shares of one one-thousandths of a share of Preferred Stock and/or Equivalent Preferred Stock so to be offered (and/or the aggregate minimum conversion price of such convertible securities so to be offered) would purchase at such Current Market Price, and the denominator of which shall be the number of shares of Preferred Stock outstanding on such record date plus the maximum number of additional shares of Preferred Stock and/or Equivalent Preferred Stock to be offered for subscription or purchase (or the maximum number of shares into which such convertible securities so to be offered are convertible). In any case such casesubscription price may be paid by delivery of consideration part or all of which shall be in a form other than cash, appropriate adjustment (for purposes of this Section 11(b) the value of such consideration shall be the fair market value thereof as determined in good faith by the Board (which determination shall be described in an Officers' Certificate filed with the Rights Agent). Shares of Directors Preferred Stock owned by or held for the account of the Company) 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 application event that such options, warrants or other rights are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed (subject, however, to such other adjustments as are provided herein). (c) In the event that the Company shall, after the Dividend Record Date, fix a record date for the making of a distribution to all holders of Preferred Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving or continuing Person) of evidences of indebtedness, cash (other than cash dividends paid out of the provisions set forth herein with respect to the rights and interest thereafter earnings or retained earnings of the holder Company and its Subsidiaries determined on a consolidated basis in accordance with generally accepted accounting principles consistently applied), other property (other than a dividend payable in a number of one one-thousandths of a share of Preferred Stock, but including any dividend payable in capital stock other than Preferred Stock), or subscription rights or warrants (excluding those referred to in Section 11(b) hereof), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, of which the numerator shall be (i) the Current Market Price per share of Preferred Stock (as defined in Section 11(d) hereof) determined as of such record date, less (ii) the sum of (A) that portion of cash plus (B) the fair market value, as ---- determined in good faith by the Board (which determination shall be described in an Officers' Certificate filed with the Rights Agent) of that portion of such evidences of indebtedness, such other property, and/or such subscription rights or warrants applicable to one share of Preferred Stock and of which the denominator shall be such Current Market Price per share of the WarrantPreferred Stock. Such adjustments shall be made successively whenever such a record date is fixed; and in the event such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed (subject, however, to such other adjustments as are provided herein). (d) For purposes of any computation pursuant to Section 11(a)(iii) hereof, the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Warrant."Current Market P

Antidilution Adjustments. If The Purchase Price and the Company number and kind of securities covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event that the Corporation shall at any time hereafter after the date of this Agreement (A) declare a dividend on the Preferred Shares payable in shares of Preferred Shares, (B) subdivide the outstanding Preferred Shares, (C)combine outstanding Preferred Shares into a smaller number of shares or (D) issue, change or alter any shares of its beneficial interests in a reclassification or recapitalization (including any such reclassification or recapitalization in connection with a consolidation or merger or share exchange in which the Corporation is the continuing or surviving entity) except as otherwise provided in Section 7(e) then, and in each such case, the Purchase Price in effect at the time of the record date for such dividend or the effective time of such subdivision, combination, reclassification or recapitalization, and the number and kind of Preferred Shares or other shares of beneficial interests issuable at such time, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of Preferred Shares or other shares of beneficial interests which, if such Right had been exercised immediately prior to such time and at a time when the Preferred Shares register or other transfer books of the Corporation were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination, reclassification or recapitalization. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) hereof, the adjustment provided in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii). (ii) In the event (A) any Acquiring Person or any Affiliate of any Acquiring Person, at any time after the date of this Agreement, directly or indirectly (1) shall merge into the Corporation or otherwise combine with the Corporation, the Corporation shall be the continuing or surviving entity of such merger or combination and the Original Common Shares shall remain outstanding and no shares thereof shall be changed or otherwise transformed into stock or other securities of any other Person or the Corporation or cash or any other property, (2) shall, in one or more transactions, transfer any assets to the Corporation or any Subsidiary in exchange (in whole or in part) for shares of any class of its equity securities or for securities exercisable for or convertible into shares of any such class or otherwise obtain from the Corporation or any Subsidiary, with or without consideration, any additional shares of any such class or securities exercisable for or convertible into shares of any such class (other than as part of a pro rata distribution to all holders of such class), (3) shall sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise acquire or dispose of (in one transaction or a series of transactions), to, from or with the Corporation or any of the Corporation’s Subsidiaries or any employee benefit plan maintained by the Corporation or any Subsidiary or any trustee or fiduciary with respect to such plan acting in such capacity, assets including securities on terms and conditions less favorable to the Corporation or such Subsidiary or plan than the Corporation or such Subsidiary or plan would be able to obtain through arm’s-length negotiation with an unaffiliated third party (other than pursuant to a transaction set forth in Section 13(a) hereof), (4) shall engage in any transaction with the Corporation or such Subsidiary or plan not in the ordinary course of the Corporation’s business involving the sale, purchase, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) of assets having an aggregate fair market value of more than $500,000 (other than pursuant to a transaction set forth in Section 13(a) hereof), (5) shall receive any compensation from the Corporation or any of the Corporation’s Subsidiaries other than compensation for full-time employment as a regular employee at rates in accordance with the Corporation’s (or such Subsidiary’s) past practices or (6) shall receive the benefit directly or indirectly (except proportionately as a stockholder) of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantage provided by the Corporation or any of its Subsidiaries or any employee benefit plan maintained by the Corporation or any Subsidiary or any trustee or fiduciary with respect to such plan acting in such capacity; (B) any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation, or any Person or entity organized, appointed or established by the Corporation for or pursuant to the terms of any such plan or any Exempted Person), alone or together with its Affiliates, shall, at any time on or after the Declaration Date, become the Beneficial Owner of 10% or more of the total combined voting power of the Common Shares then outstanding other than pursuant to a transaction to which the provisions of Section 13(a) apply; or (C) during such time as there is an Acquiring Person, there shall be any reclassification of securities (including any combination thereof), or recapitalization of the Corporation, or any merger or consolidation or share exchange of the Corporation with any of its Subsidiaries, or any repurchase by the Corporation or any of its Subsidiaries of the Common Shares, or any other class or series of securities issued by the Corporation (whether or not with or into or otherwise involving an Acquiring Person or any Affiliate of an Acquiring Person), which has the effect, directly or indirectly, of increasing by more than 1% the proportionate share of the outstanding shares of any class of equity securities or securities exercisable for or convertible into any class of equity securities of the Corporation or any of its Subsidiaries which is directly or indirectly beneficially owned by an Acquiring Person or any Affiliate of an Acquiring Person; then, and in each such case, proper provision shall be made so that each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have the right to receive, upon exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, in lieu of the number of one one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the occurrence of an event described in this Section 11(a)(ii), such number of Original Common StockShares as shall equal the result obtained by (x) multiplying an amount equal to the then current Purchase Price by an amount equal to the number of one one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of any such event, and dividing that product by (y) 50% of the current market price per Original Common Share of the Corporation (as defined in Section 11(d) hereof) determined as of the date of such first occurrence. (iii) In the event that the number of Original Common Shares which are authorized by the Corporation’s Articles of Incorporation but not outstanding or declare reserved for issuance for purposes other than upon exercise of the Rights are not sufficient to permit the exercise in full of the Rights in accordance with Section 11(a)(ii) hereof, in lieu of issuing Original Common Shares in accordance with Section 11(a)(ii) the Corporation shall (A) determine an amount (the “Excess Amount”) equal to the excess of (1) the value (the “Current Value”) of the Original Common Shares issuable upon the exercise of a dividend payable Right in accordance with Section 11(a)(ii) hereof, over (2) the Purchase Price and (B) with respect to each Right, make adequate provision to substitute for such Original Common StockShares, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) Common Shares or other equity securities of the Corporation (including, without limitation, shares or units of preferred shares which the Directors of the Corporation have deemed, in good faith, to have the same value as an Original Common Share (such preferred shares hereinafter referred to as “Common Share Equivalents”)), (4) debt securities of the Corporation, (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 Directors of the Corporation, in good faith, based upon the advice of a nationally recognized investment banking firm selected by the Directors of the Corporation; provided, however, subject to the provisions of Section 9(e), if the Corporation shall not have made adequate provision to deliver value pursuant to clause (B) above within 30 days following the first occurrence of a Common Share Event, then the Corporation shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, Original Common Shares (to the extent available) and then, if necessary, cash, securities and/or assets which in the aggregate are equal to the Excess Amount. If the Directors of the Corporation shall determine in good faith that it is likely that sufficient additional Original Common Shares could be authorized for issuance upon exercise in full of the Rights, the exercise 30-day period set forth above may be amended to the extent necessary, but not more than 90 days following the first occurrence of such a Common Share Event, in order that the Corporation may seek shareholder approval for the authorization of such additional shares (such 30-day period, as it may be extended to 90 days, is referred to herein as the “Substitution Period”). To the extent that the Corporation determines that some action is to be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Corporation (x) shall provide, subject to Section 7(e) hereof, that (except as shall be determined by a majority of the Directors; provided, that if any shareholder action at an annual or special meeting of the shareholders has been taken to elect a Director or Directors of the Corporation with the result that Continuing Directors do not constitute a majority of the Board of Directors of the Corporation, no such exception shall be made by the Directors until the 180th day following the effectiveness of such election) such action shall apply uniformly to all outstanding Rights which shall not have become null and void 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 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 Corporation shall issue a public announcement (with prompt written notice thereof to the Rights Agent) stating that the exercisability of the Rights has been temporarily suspended. The Corporation shall thereafter issue a public announcement (with prompt written notice thereof to the Rights Agent) at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of Common Shares shall be the current market price per Common Share (as determined pursuant to Section 11(d) hereof) on the date of the first occurrence of such a Common Share Event. (b) In the event the Corporation shall after the Declaration Date fix a record date for the issuance of any options, warrants or other rights to all holders of Preferred Shares entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase Preferred Shares (or (i) shares having the same rights, privileges and preferences as the shares of any number of one one-hundredths of a Preferred Share (“Equivalent Preferred Shares”) or (ii) securities convertible into Preferred Shares (or Equivalent Preferred Shares)), at a purchase price per share of Preferred Shares or Equivalent Preferred Shares (or having a conversion price per Preferred Share or Equivalent Preferred Share, if a security is convertible into Preferred Shares or Equivalent Preferred Shares) less than the current market price per share of Preferred Share (determined in accordance with Section 11(d) hereof) determined as of such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to the subdivision, combination, or such record date for such dividend payable in Common Stock by a fraction, the numerator of which shall forthwith be proportionately increased, in the case of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Preferred Shares purchasable upon exercise of this Warrant immediately preceding outstanding on such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, or dividend payable in Common Stock and multiplying the result of such division against record date plus the number of Warrant Preferred Shares purchasable upon and/or Equivalent Preferred Shares which the exercise aggregate minimum offering price of the total number of one one-hundredths of a Preferred Share and/or per Equivalent Preferred Share so to be offered (and/or the aggregate minimum conversion price of such convertible securities so to be offered) would purchase at such current market price and the denominator of which shall be the number of Preferred Shares outstanding on such record date plus the maximum number of additional Preferred Shares and/or Equivalent Preferred Shares to be offered for subscription or purchase (or the maximum number of shares into which such convertible securities so to be offered are convertible). In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, for purposes of this Warrant immediately preceding Section 11(b) the value of such event, so as to achieve an exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. All calculations hereunder consideration shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but the Company shall pay a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal to the same fraction of the fair market price per share of Common Stock on the day of exercise value thereof as determined in good faith by the CompanyDirectors of the Corporation (which determination shall be described in an Officers’ Certificate filed with the Rights Agent). In case Preferred Shares owned by or held for the account of the Corporation shall not be deemed outstanding for the purpose of any capital reorganization or any reclassification of the shares of Common Stock of the Company, or in the case of any consolidation with or merger of the Company into or with another corporation, or the sale of all or substantially all of its assets to another corporation, which is effected in such a manner that the holders of Common Stock shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, then, as a part of such reorganization, reclassification, consolidation, merger, or sale, as the case may be, lawful provision computation. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed (subject, however, to such other adjustments as are provided herein). (c) In the event that the holder Corporation shall after the Declaration Date fix a record date for the making of a distribution to all holders of Preferred Shares (including any such distribution made in connection with a consolidation or merger or share exchange in which the Warrant shall have Corporation is the right thereafter surviving or continuing entity) of evidences of indebtedness, cash (other than regular quarterly cash dividends), other property (other than a dividend payable in a number of one one-hundredths of a Preferred Share, but including any dividend payable in shares other than Preferred Shares) or subscription rights or warrants (excluding those referred to receive, upon the exercise in Section 11(b) hereof), the kind and amount of shares of stock or other securities or property which Purchase Price to be in effect after such record date shall be determined by multiplying the holder would have been entitled to receive if, Purchase Price in effect immediately prior to such reorganizationrecord date by a fraction, reclassificationof which the numerator shall be the current market price per Preferred Share (as defined in Section 11(d) hereof) determined as of such record date, consolidationless the fair market value, merger, or sale, the holder had held the number of Warrant Shares which were then purchasable upon the exercise of the Warrant. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the CompanyCorporation (which determination shall be described in an Officers’ Certificate filed with the Rights Agent) of that portion of such evidences of indebtedness, such other property and/or such subscription rights or warrants applicable to one Preferred Share and of which the denominator shall be such current market price per Preferred Share. Such adjustments shall be made successively whenever such a record date is fixed; and in the application of event such distribution is not so made, the provisions set forth herein with respect Purchase Price shall again be adjusted to be the rights and interest thereafter of the holder of the WarrantPurchase Price which would then be in effect if such record date had not been fixed (subject, however, to the end that the provisions set forth herein (including provisions with respect to such other adjustments of the exercise price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Warrant.are provi

Antidilution Adjustments. If The Purchase Price and the number and kind of securities covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event that the Company shall at any time hereafter subdivide or combine its outstanding after the Declaration Date (A) declare and pay a dividend on the Preferred Stock payable in shares of Common Preferred Stock, or declare a dividend payable in Common (B) subdivide the outstanding Preferred Stock, (C) combine the exercise price outstanding Preferred Stock into a smaller number of shares, or (D) issue, change, or alter any of its shares of capital stock in a reclassification or recapitalization (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving Person), except as otherwise provided in this Section 11(a) and Section 7(e) hereof, then, and in each such case, the Purchase Price in effect immediately prior to at the subdivision, combination, or time of the record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in or the case effective time of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Shares purchasable upon exercise of this Warrant immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, reclassification or dividend payable recapitalization, and the number and kind of shares of capital stock issuable upon exercise of the Rights at such time, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of Preferred Stock or other capital stock which, if such Right had been exercised immediately prior to such time at the Purchase Price then in Common effect and at a time when the transfer books for the Preferred Stock (or other capital stock) of the Company were open, such holder would have owned upon such exercise and multiplying the result been entitled to receive by virtue of such division against dividend, subdivision, combination, reclassification or recapitalization. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) hereof, the number of Warrant Shares purchasable upon the exercise of adjustment provided in this Warrant immediately preceding such eventSection 11(a)(i) shall be in addition to, so as to achieve an exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. All calculations hereunder shall be made prior to, any adjustment required pursuant to Section 11(a)(ii) hereof. (ii) In the nearest cent event (A) any Person shall at any time after the Declaration Date become an Acquiring Person; or (B) any Acquiring Person or to any Affiliate of any Acquiring Person, at any time after the nearest one-hundredth of a shareDeclaration Date, as directly or indirectly, shall (1) merge into the case may be. No fractional Warrant Shares are to be issued upon Company or otherwise combine with the exercise of this WarrantCompany, but and the Company shall pay a cash adjustment in respect be the continuing or surviving corporation of such merger or combination and the Common Stock of the Company shall remain outstanding and no shares thereof shall be changed or otherwise transformed into stock or other securities of any fraction other Person or the Company or cash or any other property, (2) in one or more transactions, transfer any assets to the Company in exchange (in whole or in part) for shares of any class of its equity securities or for securities exercisable for or convertible into shares of any such class or otherwise obtain from the Company, with or without consideration, any additional shares of any such class or securities exercisable for or convertible into shares of any such class (other than as part of a share which would pro rata distribution to all holders of such class), (3) sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise be issuable dispose (in one transaction or a series of transactions) to, from or with the Company or any of the Company's Subsidiaries, assets with an amount equal aggregate fair market value in excess of 25% of the assets of the Company and its Subsidiaries determined on a consolidated basis on terms and conditions less favorable to the same fraction Company than the Company would be able to obtain through arm's-length negotiation with an unaffiliated third party, (4) receive any compensation from the Company or any of the market price per share Company's Subsidiaries other than compensation as a director of Common Stock on the day Company or for full-time employment as a regular employee at rates in accordance with the Company's (or such Subsidiary's) past practices, (5) receive the benefit (except proportionately as a stockholder), of exercise as determined in good faith any loans, advances, guarantees, pledges or other financial assistance provided by the Company or any of its Subsidiaries on terms and conditions less favorable to the Company (or such Subsidiary) than the Company would be able to obtain through arm's-length negotiation with an unaffiliated third party or (6) commence a tender or exchange offer for securities of the Company. In case of ; or (C) during such time as there is an Acquiring Person at any capital reorganization or time after the Declaration Date, there shall be any reclassification of securities (including any combination thereof), or recapitalization of the Company, or any merger or consolidation of the Company with any of its Subsidiaries (whether or not with or into or otherwise involving an Acquiring Person or any Affiliate of an Acquiring Person), or any repurchase by the Company or any of its Subsidiaries of shares of the Common Stock of the Company, or in any other class or series of securities issued by the case Company, which reclassification, recapitalization, merger, consolidation or repurchase is effected at a time when a majority of the Board consists of persons who are the Acquiring Person or its Affiliates, or nominees or designees of any consolidation with thereof, which has the effect, directly or merger indirectly, of increasing by more than 1% the proportionate share of the outstanding shares of any class of equity securities or securities exercisable for or convertible into any class of equity securities of the Company into or with another corporation, or the sale of all or substantially all any of its assets to another corporation, Subsidiaries which is effected in such a manner that the holders directly or indirectly owned by an Acquiring Person or any Affiliate of Common Stock shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, an Acquiring Person then, as a part in each such case, upon the Close of Business 10 Business Days after the occurrence of such reorganizationevent, reclassification, consolidation, merger, or sale, as the case may be, lawful proper provision shall be made so that the each holder of the Warrant a Right, except as provided in Section 7(e) hereof, shall thereafter have the right thereafter to receive, upon exercise thereof at the Purchase Price in effect at the time of exercise in accordance with the terms of this Agreement, in lieu of a number of one one-hundredths of a share of Preferred Stock, such number of shares of Common Stock of the Company as shall equal the result obtained by (x) multiplying an amount equal to the then current Purchase Price by an amount equal to the number of one one-hundredths of a share of Preferred Stock for which a Right was or would have been exercisable immediately prior to the first occurrence of any such event whether or not such Right was then exercisable, and (y) dividing that product by 50% of the Current Market Price per share of the Common Stock of the Company (as defined in Section 11(d) hereof) determined as of the date of such first occurrence. (iii) In lieu of issuing whole or fractional shares of Common Stock in accordance with Section 7(c) hereof, the kind and amount Company shall (i) in the event that the number of shares of stock Common Stock which are authorized by the Company's charter 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 in accordance with Section 7(c) hereof, or (ii) if a majority of the Board determines that it would be appropriate and not contrary to the interests of the holders of Rights (other than any Acquiring Person or Disqualified Transferee or any Affiliate of the Acquiring Person or Disqualified Transferee), (A) determine an amount, if any, (the "Excess Amount") equal to the excess of (1) the value (the "Current Value") of the whole or fractional shares of Preferred Stock (or Common Stock) issuable upon the exercise of a Right in accordance with Section 7(c) hereof, over (2) the Purchase Price, and (B) with respect to each Right, (subject to Section 7(e) hereof) make adequate provision to substitute for such whole or fractional shares of Preferred Stock (or Common Stock), upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) Common Stock or other equity securities of the Company (including, without limitation, shares or property units of Preferred Stock or preferred stock which the Board has deemed in good faith to have the same value as a share of Common Stock (such shares of preferred stock being referred to herein as "Common Stock Equivalents")), (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing (which would include the additional consideration provided to any holder would by reducing the Purchase Price) having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board; provided, however, subject to the provisions of Section 9(e) hereof, that if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within 30 days following the Close of Business 10 Business Days after the first occurrence of a Common Stock Event described in Section 11(a)(ii) hereof, then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, whole or fractional shares of Preferred Stock (or Common Stock) (to the extent available) and then, if necessary, cash, securities, and/or assets which in the aggregate are equal to the Excess Amount. If the Board shall determine in good faith that it is likely that sufficient additional shares of Common Stock or Common Stock Equivalents could be authorized for issuance upon exercise in full of the Rights, the 30-day period set forth above may be extended to the extent necessary, but not more than 90 days following the Close of Business 10 Business Days after the first occurrence of such a Common Stock Event (such 30 day period) as it may be extended to 90 days, is referred to herein as the "Substitution Period"). To the extent that the Company determines that some action is to be taken pursuant to the preceding provisions of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof, that (except as to the form of consideration which shall be determined as appropriate by a majority of the Board) such action shall apply uniformly to all outstanding Rights which shall not have become null and void, 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 and/or to decide the appropriate form of distribution to be made pursuant to such provisions 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 entitled temporarily suspended. The Company shall thereafter 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 Stock issuable upon exercise of a Right in accordance with Section 7(c) hereof shall be the Current Market Price per share of the Common Stock (as determined pursuant to receive ifSection 11(d) hereof) on the Close of Business 10 Business Days after the date of the first occurrence of such a Common Stock Event and the value of any Common Stock Equivalent shall be deemed to be equal to the Current Market Price per share of the Common Stock on such date. (b) In the event the Company shall, after the Dividend Record Date, fix a record date for the issuance of any options, warrants, or other rights to all holders of Preferred Stock entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase (i) Preferred Stock or (ii) shares having the same rights, privileges and preferences as the shares of any number of one one-hundredths of a share of Preferred Stock ("Equivalent Preferred Stock") or (iii) securities convertible into Preferred Stock or Equivalent Preferred Stock at a price per share of Preferred Stock or Equivalent Preferred Stock (or having a conversion price per share of Preferred Stock or Equivalent Preferred Stock, if a security is convertible into Preferred Stock or Equivalent Preferred Stock) less than the Current Market Price per share of Preferred Stock (determined in accordance with Section 11(d) hereof) determined as of such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such reorganization, reclassification, consolidation, merger, or salerecord date by a fraction, the holder had held numerator of which shall be the number of Warrant Shares shares of Preferred Stock outstanding on such record date plus the number of shares of Preferred Stock and/or Equivalent Preferred Stock which were then purchasable upon the exercise aggregate minimum offering price of the Warranttotal number of shares of one one-hundredths of a share of Preferred Stock and/or Equivalent Preferred Stock so to be offered (and/or the aggregate minimum conversion price of such convertible securities so to be offered) would purchase at such Current Market Price, and the denominator of which shall be the number of shares of Preferred Stock outstanding on such record date plus the maximum number of additional shares of Preferred Stock and/or Equivalent Preferred Stock to be offered for subscription or purchase (or the maximum number of shares into which such convertible securities so to be offered are convertible). In any case such casesubscription price may be paid by delivery of consideration part or all of which shall be in a form other than cash, appropriate adjustment (for purposes of this Section 11(b) the value of such consideration shall be the fair market value thereof as determined in good faith by the Board (which determination shall be described in an Officers' Certificate filed with the Rights Agent). Shares of Directors Preferred Stock owned by or held for the account of the Company) 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 application event that such options, warrants or other rights are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed (subject, however, to such other adjustments as are provided herein). (c) In the event that the Company shall, after the Dividend Record Date, fix a record date for the making of a distribution to all holders of Preferred Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving or continuing Person) of evidences of indebtedness, cash (other than cash dividends paid out of the provisions set forth herein with respect to the rights and interest thereafter earnings or retained earnings of the holder Company and its Subsidiaries determined on a consolidated basis in accordance with generally accepted accounting principles consistently applied), other property (other than a dividend payable in a number of one one-hundredths of a share of Preferred Stock, but including any dividend payable in capital stock other than Preferred Stock), or subscription rights or warrants (excluding those referred to in Section 11(b) hereof), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, of which the numerator shall be (i) the Current Market Price per share of Preferred Stock (as defined in Section 11(d) hereof) determined as of such record date, less (ii) the sum of (A) that portion of cash plus (B) the fair market value, as determined in good faith by the Board (which determination shall be described in an Officers' Certificate filed with the Rights Agent) of that portion of such evidences of indebtedness, such other property, and/or such subscription rights or warrants applicable to one share of Preferred Stock and of which the denominator shall be such Current Market Price per share of the WarrantPreferred Stock. Such adjustments shall be made successively whenever such a record date is fixed; and in the event such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed (subject, however, to such other adjustments as are provided herein). (d) For purposes of any computation pursuant to Section 11(a)(iii) hereof, the end that "Current Market Price" per share (or unit) of any security on any date shall be deemed to be the provisions set forth herein (including provisions with respect to adjustments average of the exercise price) shall thereafter be applicabledaily Closing Price of such security for the 10 consecutive Trading Days immediately after such date, as nearly as reasonably may be, in relation to and for the purpose of any shares of stock or other property thereafter deliverable upon the exercise of the Warrant.o

Antidilution Adjustments. If The provisions of this Warrant are subject to adjustment as provided in this Section 5. (a) The Warrant Exercise Price shall be adjusted from time to time such that in case the Company shall at hereafter: (i) pay any time hereafter dividends on any class of stock of the Company payable in Common Stock or Convertible Securities; (ii) subdivide or its then outstanding shares of Common Stock into a greater number of shares; or (iii) combine its outstanding shares of Common Stock, by reclassification or declare a dividend payable otherwise; then, in Common Stockany such event, the exercise price Warrant Exercise Price in effect immediately prior to such event shall (until adjusted again pursuant hereto) be adjusted immediately after such event to a price (calculated to the subdivisionnearest full cent) determined by dividing (a) the number of shares of Common Stock outstanding immediately prior to such event, combinationmultiplied by the then existing Warrant Exercise Price, or by (b) the total number of shares of Common Stock outstanding immediately after such event (including the maximum number of shares of Common Stock issuable in respect of any securities convertible into Common Stock), and the resulting quotient shall be the adjusted Warrant Exercise Price per share. An adjustment made pursuant to this Subsection shall become effective immediately after the record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in the case of combination, a dividend or proportionately decreased, distribution and shall become effective immediately after the effective date in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Shares purchasable upon exercise of this Warrant immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combinationcombination or reclassification. If, as a result of an adjustment made pursuant to this Subsection, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or dividend payable in more classes of capital stock or shares of Common Stock and multiplying other capital stock of the result Company, the Board of Directors of the Company (whose determination shall be conclusive) shall determine the allocation of the adjusted Warrant Exercise Price between or among shares of such division against the number classes of Warrant Shares purchasable upon the exercise capital stock or shares of this Warrant immediately preceding such event, so as to achieve an exercise price Common Stock and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such eventother capital stock. All calculations hereunder under this Subsection shall be made to the nearest cent or to the nearest one-hundredth 1/100 of a share, as the case may be. No fractional In the event that at any time as a result of an adjustment made pursuant to this Subsection, the Holder of any Warrant Shares are thereafter surrendered for exercise shall become entitled to be issued receive any shares of the Company other than shares of Common Stock, thereafter the Warrant Exercise Price of such other shares so receivable upon the exercise of this Warrant, but the Company any Warrant shall pay be subject to adjustment from time to time in a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal manner andon terms as nearly equivalent as practicable to the same fraction provisions with respect to Common Stock contained in this Section. (b) Upon each adjustment of the market price per share Warrant Exercise Price pursuant to Section 5(a) above, the Holder of Common Stock on each Warrant shall thereafter (until another such adjustment) be entitled to purchase at the day adjusted Warrant Exercise Price the number of exercise shares, calculated to the nearest full share, obtained by multiplying the number of shares specified in such Warrant (as determined adjusted as a result of all adjustments in good faith the Warrant Exercise Price in effect prior to such adjustment) by the Company. Warrant Exercise Price in effect prior to such adjustment and dividing the product so obtained by the adjusted Warrant Exercise Price. (c) In case of any capital reorganization consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or in case of any reclassification sale or conveyance to another corporation of the shares of Common Stock property of the CompanyCompany as an entirety or substantially as an entirety, or in the case of any consolidation statutory exchange of securities with or another corporation (including any exchange effected in connection with a merger of a third corporation into the Company into or with another corporationCompany), or the sale of all or substantially all of its assets to another corporation, which is effected in such a manner that the holders of Common Stock there shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, then, as a part no adjustment under Subsection (a) of such reorganization, reclassification, consolidation, merger, or sale, as this Section above but the case may be, lawful provision shall be made so that the holder Holder of the each Warrant then outstanding shall have the right thereafter to receive, upon the exercise hereof, convert such Warrant into the kind and amount of shares of stock or and other securities or and property which the holder he would have owned or have been entitled to receive if, immediately prior to after such reorganization, reclassification, consolidation, merger, or statutory exchange, sale, or conveyance had such Warrant been converted immediately prior to the holder had held the number effective date of Warrant Shares which were then purchasable upon the exercise of the Warrant. In such consolidation, merger, statutory exchange, sale, or conveyance and in any such case, if necessary, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein in this Section with respect to the rights and interest interests thereafter of the holder any Holders of the Warrant, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) in this Section shall thereafter correspondingly be made applicable, as nearly as may reasonably may be, in relation to any shares of stock or and other securities and property thereafter deliverable upon on the exercise of the Warrant. The provisions of this Subsection shall similarly apply to successive consolidations, mergers, statutory exchanges, sales or conveyances. (d) Upon any adjustment of the Warrant Exercise Price, then and in each such case, the Company shall give written notice thereof, by first-class mail, postage prepaid, addressed to the Holder as shown on the books of the Company, which notice shall state the Warrant Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of shares of Common Stock purchasable at such price upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

Antidilution Adjustments. If The Conversion Price, and the Company number and type of securities to be received upon conversion of the Series A Preferred Stock, shall be subject to adjustment as follows: (i) Dividend, Subdivision, Combination or Reclassification of Common Stock. In the event that the Corporation shall at any time hereafter subdivide or combine its from time to time, prior to conversion of the Series A Preferred Stock (w) pay a dividend or make a distribution (other than a dividend or distribution in which holders of shares of Series A Preferred Stock participate, in the manner provided in Section 3) on the outstanding shares of Common Stock payable in Capital Stock, (x) subdivide the outstanding shares of Common Stock into a larger number of shares, (y) combine the outstanding shares of Common Stock into a smaller number of shares or declare (z) issue any shares of its Capital Stock in a dividend payable reclassification of the Common Stock (other than any such event for which an adjustment is made pursuant to another clause of this Section 7(c)), then, and in Common Stockeach such case, the exercise price Conversion Price in effect immediately prior to the subdivision, combination, or record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in the case of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Shares purchasable upon exercise of this Warrant immediately preceding such event, event shall be changed to the number determined by dividing the then current exercise price adjusted (and any other appropriate actions shall be taken by the exercise price as adjusted after such subdivision, combination, or dividend payable in Common Stock and multiplying Corporation) so that the result of such division against the number of Warrant Shares purchasable upon the exercise of this Warrant immediately preceding such event, so as to achieve an exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. All calculations hereunder shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but the Company shall pay a cash adjustment in respect holder of any fraction of a share which would otherwise be issuable in an amount equal to the same fraction of the market price per share of Common Series A Preferred Stock on the day of exercise as determined in good faith by the Company. In case of any capital reorganization or any reclassification of the shares of Common Stock of the Company, or in the case of any consolidation with or merger of the Company into or with another corporation, or the sale of all or substantially all of its assets to another corporation, which is effected in such a manner that the holders of Common Stock thereafter surrendered for conversion shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, then, as a part of such reorganization, reclassification, consolidation, merger, or sale, as the case may be, lawful provision shall be made so that the holder of the Warrant shall have the right thereafter to receive, upon the exercise hereof, the kind and amount number of shares of stock Common Stock or other securities of the Corporation that such holder would have owned or property which the holder would have been entitled to receive ifupon or by reason of any of the events described above, had such share of Series A Preferred Stock been converted immediately prior to the occurrence of such reorganization, reclassification, consolidation, merger, or sale, event. An adjustment made pursuant to this Section 7(c)(i) shall become effective retroactively (x) in the holder had held the number case of Warrant Shares which were then purchasable upon the exercise of the Warrant. In any such casedividend or distribution, appropriate adjustment to a date immediately following the close of business on the record date for the determination of holders of Common Stock entitled to receive such dividend or distribution or (as determined in good faith by the Board of Directors of the Companyy) shall be made in the application case of the provisions set forth herein with respect to the rights and interest thereafter of the holder of the Warrantany such subdivision, combination or reclassification, to the end that close of business on the provisions set forth herein (including provisions with respect to adjustments of the exercise price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable day upon the exercise of the Warrantwhich such corporate action becomes effective.

Antidilution Adjustments. If In order to prevent dilution in the event of new issuances, the Purchase Price shall be subject to adjustment from time to time pursuant to this Section 7. Whenever, on or after the date of this Agreement, the Company shall at issues or transfers any time hereafter subdivide or combine its outstanding shares of its Common StockStock or issues rights, warrants, options, or declare a dividend payable in securities or debt convertible, exercisable, or exchangeable for shares of its Common StockStock (collectively, the exercise price “New Issue”) for a consideration per share less than the Purchase Price in effect immediately prior to such New Issue (the “New Issue Price”), then: 7.1 As to a New Issue closed during the one (1) year period ending at midnight Denver time on the first anniversary of the Closing Date, the Purchase Price then in effect shall, immediately on the date of the New Issue, be reduced to equal the New Issue Price; and 7.2 Upon any adjustment of the Purchase Price pursuant to this Section 7, the number of Shares shall be adjusted by multiplying the number of Shares immediately prior to the New Issue by a fraction (i) the numerator of which shall be the Purchase Price, or the adjusted Purchase Price if previously adjusted, in effect immediately prior to the subdivision, combination, or record date for such dividend payable in Common Stock New Issue and (ii) the denominator of which shall forthwith be proportionately increased, in the case of combination, or proportionately decreased, in Purchase Price as adjusted immediately after the case of subdivision or declaration of a dividend payable in Common Stock, and New Issue (the product shall be referred to as the “Additional Shares”). The difference between the number of Shares sold to each Investor pursuant to the Stock and Warrant Purchase Agreement and such Investor’s pro rata allocation of the Additional Shares purchasable upon exercise of this Warrant immediately preceding such event, shall be changed issued to each such Investor. The Company shall direct its stock transfer agent to issue the number determined by dividing Additional Shares within three business days of the then current exercise price by adjustment. Notwithstanding the exercise price as adjusted after such subdivisiondelivery date, combination, or dividend payable in Common Stock and multiplying the result each Investor shall have beneficial owner of such division against Investor’s Additional Shares on the date of the New Issue. 7.3 In order to ensure compliance with Nasdaq limitations on the number of Warrant Shares purchasable upon securities issued in a transaction or series of related transactions, specifically including securities issued in, or potentially issuable as a result of, the exercise of this Warrant immediately preceding such eventtransaction that closed on the Initial Exercise Date, so as to achieve an exercise price and the maximum aggregate number of Warrant Shares purchasable after such event proportional shares resulting or potentially resulting from the adjustment in this Section 7 shall be equal to such exercise price and 19.99 per cent of the number of Warrant Shares purchasable immediately preceding such event. All calculations hereunder shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but the Company shall pay a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal to the same fraction of the market price per share of Common Stock on the day of exercise as determined in good faith by the Company. In case of any capital reorganization or any reclassification of the shares of Common Stock of the Company, ’s Common Stock outstanding at the close of business on the last business day preceding the Initial Exercise Date (the “Issuable Maximum”). 7.4 The adjustments provided in this Section 7 shall not be triggered by grants of restricted stock to officers or in directors made with the case of any consolidation with or merger approval of the Company into or with another corporationBoard of Directors; to the grant of options, or the sale of all shares pursuant to the exercise of such options, under the Company’s current or substantially all future option plans for the benefit of its assets officers, directors, employees, and consultants; or to another corporation, which is effected in such a manner that the holders purchase of shares of Common Stock pursuant to warrants or rights granted by the Company prior to the Closing Date. 7.5 The Issuable Maximum includes the original issue of an aggregate of Shares on or about the Closing Date, Warrant Shares, Shares or Warrant Shares issued to or potentially issuable to investors in the same private offering that may have a different issue date or exercise date, and any placement agent warrants issued in conjunction with this or related transactions, plus any Shares, Warrants, or Warrant Shares to which the Holder may be entitled as the result of adjustments required by the antidilution provisions of Section 7. If the Investor no longer holds Warrants due to the exercise or cancellation of its Warrants, then such Investor’s remaining portion of the Issuable Maximum shall be entitled to receive stockallocated pro-rata among the remaining Investors, securities, or assets with respect to or in exchange for Common Stock, then, as a part of such reorganization, reclassification, consolidation, merger, or sale, as if any. If on any date hereafter: (A) the case may be, lawful provision shall be made so that the holder of the Warrant shall have the right thereafter to receive, upon the exercise hereof, the kind and amount aggregate number of shares of stock Common Stock that would then be issuable as a result of any adjustments required by the antidilution provisions of Section 7 would exceed the Issuable Maximum, and (B) the Company shall not have previously obtained the vote of shareholders (the “Shareholder Approval”), if any, as may be permitted or required by the applicable rules and regulations of the Nasdaq National Market (or any successor entity) applicable to approve the issuance of shares of Common Stock in excess of the Issuable Maximum pursuant to the terms hereof, then the Company shall issue to the Investor and other securities or property which Investors in the holder would have been entitled to receive ifaggregate, immediately prior to such reorganizationon a pro rata basis, reclassification, consolidation, merger, or sale, the holder had held the number of Warrant Shares which were then purchasable upon shares of Common Stock that is equal to the exercise of the Warrant. In any such caseIssuable Maximum and, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interest thereafter remainder of the holder Shares then issuable hereunder that would result in an issuance of shares of Common Stock in excess of the WarrantIssuable Maximum (the “Excess Shares”), the Investor shall have the option to require the Company to use its best efforts to obtain the Shareholder Approval applicable to such issuance as soon as is possible, if permitted by the applicable rules and regulations of the Nasdaq National Market (or any successor entity), but in any event not later than the 90th day after such request. The Company and the Investor understand and agree that shares of Common Stock issued to and then held by the Investor as a result of the Offering shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant hereto. If the Company shall succeed in obtaining the Shareholder Approval, the Excess Shares shall be issued to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the WarrantInvestor.

Antidilution Adjustments. If The Purchase Price and the Company number and kind of securities covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event that the Corporation shall at any time hereafter after the date of this Agreement (A) declare a dividend on the Preferred Shares payable in shares of Preferred Shares, (B) subdivide the outstanding Preferred Shares, (C) combine outstanding Preferred Shares into a smaller number of shares or (D) issue, change or alter any shares of its beneficial interests in a reclassification or recapitalization or (including any such reclassification or recapitalization in connection with a consolidation or merger in which the Corporation is the continuing or surviving entity) except as otherwise provided in Section 7(e) then, and in each such case, the Purchase Price in effect at the time of the record date for such dividend or the effective time of such subdivision, combination, reclassification or recapitalization, and the number and kind of Preferred Shares or other shares of beneficial interests issuable at such time, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of Preferred Shares or other shares of beneficial interests which, if such Right had been exercised immediately prior to such time and at a time when the Preferred Shares register or other transfer books of the Corporation were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination, reclassification or recapitalization. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) hereof, the adjustment provided in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii). (ii) In the event (A) any Acquiring Person or any Affiliate of any Acquiring Person, at any time after the date of this Agreement, directly or indirectly (1) shall merge into the Corporation or otherwise combine with the Corporation, the Corporation shall be the continuing or surviving entity of such merger or combination and the Original Common Shares shall remain outstanding and no shares thereof shall be changed or otherwise transformed into stock or other securities of any other Person or the Corporation or cash or any other property, (2) shall, in one or more transactions, transfer any assets to the Corporation or any Subsidiary in exchange (in whole or in part) for shares of any class of its equity securities or for securities exercisable for or convertible into shares of any such class or otherwise obtain from the Corporation or any Subsidiary, with or without consideration, any additional shares of any such class or securities exercisable for or convertible into shares of any such class (other than as part of a pro rata distribution to all holders of such class), (3) shall sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise acquire or dispose of (in one transaction or a series of transactions), to, from or with the Corporation or any of the Corporation's Subsidiaries or any employee benefit plan maintained by the Corporation or any Subsidiary or any trustee or fiduciary with respect to such plan acting in such capacity, assets including securities on terms and conditions less favorable to the Corporation or such Subsidiary or plan than the Corporation or such Subsidiary or plan would be able to obtain through arm's-length negotiation with an unaffiliated third party (other than pursuant to a transaction set forth in Section 13(a) hereof), (4) shall engage in any transaction with the Corporation or such Subsidiary or plan not in the ordinary course of the Corporation's business involving the sale, purchase, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) of assets having an aggregate fair market value of more than $500,000 (other than pursuant to a transaction set forth in Section 13(a) hereof), (5) shall receive any compensation from the Corporation or any of the Corporation's Subsidiaries other than compensation for full-time employment as a regular employee at rates in accordance with the Corporation's (or such Subsidiary's) past practices or (6) shall receive the benefit directly or indirectly (except proportionately as a stockholder) of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantage provided by the Corporation or any of its Subsidiaries or any employee benefit plan maintained by the Corporation or any Subsidiary or any trustee or fiduciary with respect to such plan acting in such capacity; or (B) any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation, or any Person or entity organized, appointed or established by the Corporation for or pursuant to the terms of any such plan or any Exempted Person), alone or together with its Affiliates, shall, at any time on or after the Declaration Date, become the Beneficial Owner of 10% or more of the total combined voting power of the Common Shares then outstanding other than pursuant to a transaction to which the provisions of Section 13(a) apply; or (C) during such time as there is an Acquiring Person, there shall be any reclassification of securities (including any combination thereof), or recapitalization of the Corporation, or any merger or consolidation of the Corporation with any of its Subsidiaries, or any repurchase by the Corporation or any of its Subsidiaries of the Common Shares, or any other class or series of securities issued by the Corporation (whether or not with or into or otherwise involving an Acquiring Person or any Affiliate of an Acquiring Person), which has the effect, directly or indirectly, of increasing by more than 1% the proportionate share of the outstanding shares of any class of equity securities or securities exercisable for or convertible into any class of equity securities of the Corporation or any of its Subsidiaries which is directly or indirectly beneficially owned by an Acquiring Person or any Affiliate of an Acquiring Person; then, and in each such case, proper provision shall be made so that each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have the right to receive, upon exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, in lieu of the number of one one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the occurrence of an event described in this Section 11(a)(ii), such number of Original Common StockShares as shall equal the result obtained by (x) multiplying an amount equal to the then current Purchase Price by an amount equal to the number of one one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of any such event, and dividing that product by (y) 50% of the current market price per Original Common Share of the Corporation (as defined in Section 11(d) hereof) determined as of the date of such first occurrence. (iii) In the event that the number of Original Common Shares which are authorized by the Corporation's Articles of Incorporation but not outstanding or declare reserved for issuance for purposes other than upon exercise of the Rights are not sufficient to permit the exercise in full of the Rights in accordance with Section 11(a)(ii) hereof, in lieu of issuing Original Common Shares in accordance with Section 11(a)(ii) the Corporation shall (A) determine an amount (the "Excess Amount") equal to the excess of (1) the value (the "Current Value") of the Original Common Shares issuable upon the exercise of a dividend payable Right in accordance with Section 11(a)(ii) hereof, over (2) the Purchase Price and (B) with respect to each Right, make adequate provision to substitute for such Original Common StockShares, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) Common Shares or other equity securities of the Corporation (including, without limitation, shares or units of preferred shares which the Directors of the Corporation have deemed, in good faith, to have the same value as an Original Common Share (such preferred shares hereinafter referred to as "Common Share Equivalents")), (4) debt securities of the Corporation, (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 Directors of the Corporation, in good faith, based upon the advice of a nationally recognized investment banking firm selected by the Directors of the Corporation; provided, however, subject to the provisions of Section 9(e), if the Corporation shall not have made adequate provision to deliver value pursuant to clause (B) above within 30 days following the first occurrence of a Common Share Event, then the Corporation shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, Original Common Shares (to the extent available) and then, if necessary, cash, securities and/or assets which in the aggregate are equal to the Excess Amount. If the Directors of the Corporation shall determine in good faith that it is likely that sufficient additional Original Common Shares could be authorized for issuance upon exercise in full of the Rights, the exercise 30-day period set forth above may be amended to the extent necessary, but not more than 90 days following the first occurrence of such a Common Share Event, in order that the Corporation may seek shareholder approval for the authorization of such additional shares (such 30-day period, as it may be extended to 90 days, is referred to herein as the "Substitution Period"). To the extent that the Corporation determines that some action is to be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Corporation (x) shall provide, subject to Section 7(e) hereof, that (except as shall be determined by a majority of the Continuing Directors) such action shall apply uniformly to all outstanding Rights which shall not have become null and void 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 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 Corporation shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended. The Corporation shall thereafter 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 Common Shares shall be the current market price per Common Share (as determined pursuant to Section 11(d) hereof) on the date of the first occurrence of such a Common Share Event. (b) In the event the Corporation shall after the Declaration Date fix a record date for the issuance of any options, warrants or other rights to all holders of Preferred Shares entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase Preferred Shares (or (i) shares having the same rights, privileges and preferences as the shares of any number of one one-hundredths of a Preferred Share ("Equivalent Preferred Shares") or (ii) securities convertible into Preferred Shares (or Equivalent Preferred Shares)), at a purchase price per share of Preferred Shares or Equivalent Preferred Shares (or having a conversion price per Preferred Share or Equivalent Preferred Share, if a security is convertible into Preferred Shares or Equivalent Preferred Shares) less than the current market price per share of Preferred Share (determined in accordance with Section 11(d) hereof) determined as of such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to the subdivision, combination, or such record date for such dividend payable in Common Stock by a fraction, the numerator of which shall forthwith be proportionately increased, in the case of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Preferred Shares purchasable upon exercise of this Warrant immediately preceding outstanding on such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, or dividend payable in Common Stock and multiplying the result of such division against record date plus the number of Warrant Preferred Shares purchasable upon and/or Equivalent Preferred Shares which the exercise aggregate minimum offering price of the total number of one one-hundredths of a Preferred Share and/or per Equivalent Preferred Share so to be offered (and/or the aggregate minimum conversion price of such convertible securities so to be offered) would purchase at such current market price and the denominator of which shall be the number of Preferred Shares outstanding on such record date plus the maximum number of additional Preferred Shares and/or Equivalent Preferred Shares to be offered for subscription or purchase (or the maximum number of shares into which such convertible securities so to be offered are convertible). In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, for purposes of this Warrant immediately preceding Section 11(b) the value of such event, so as to achieve an exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. All calculations hereunder consideration shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but the Company shall pay a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal to the same fraction of the fair market price per share of Common Stock on the day of exercise value thereof as determined in good faith by the CompanyDirectors of the Corporation (which determination shall be described in an Officers' Certificate filed with the Rights Agent). In case Preferred Shares owned by or held for the account of the Corporation shall not be deemed outstanding for the purpose of any capital reorganization or any reclassification of the shares of Common Stock of the Company, or in the case of any consolidation with or merger of the Company into or with another corporation, or the sale of all or substantially all of its assets to another corporation, which is effected in such a manner that the holders of Common Stock shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, then, as a part of such reorganization, reclassification, consolidation, merger, or sale, as the case may be, lawful provision computation. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed (subject, however, to such other adjustments as are provided herein). (c) In the event that the holder Corporation shall after the Declaration Date fix a record date for the making of a distribution to all holders of Preferred Shares (including any such distribution made in connection with a consolidation or merger in which the Warrant shall have Corporation is the right thereafter surviving or continuing entity) of evidences of indebtedness, cash (other than regular quarterly cash dividends), other property (other than a dividend payable in a number of one one-hundredths of a Preferred Share, but including any dividend payable in shares other than Preferred Shares) or subscription rights or warrants (excluding those referred to receive, upon the exercise in Section 11(b) hereof), the kind and amount of shares of stock or other securities or property which Purchase Price to be in effect after such record date shall be determined by multiplying the holder would have been entitled to receive if, Purchase Price in effect immediately prior to such reorganizationrecord date by a fraction, reclassificationof which the numerator shall be the current market price per Preferred Share (as defined in Section 11(d) hereof) determined as of such record date, consolidationless the fair market value, merger, or sale, the holder had held the number of Warrant Shares which were then purchasable upon the exercise of the Warrant. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the CompanyCorporation (which determination shall be described in an Officers' Certificate filed with the Rights Agent) of that portion of such evidences of indebtedness, such other property and/or such subscription rights or warrants applicable to one Preferred Share and of which the denominator shall be such current market price per Preferred Share. Such adjustments shall be made successively whenever such a record date is fixed; and in the application event such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed (subject, however, to such other adjustments as are provided herein). (d) For the purposes of any computation hereunder, the "current market price" per share (or unit) of any security on any date shall be deemed to be the average of the provisions set forth herein with respect daily Closing Price of such security for the 20 consecutive Trading Days immediately prior to such date; provided, however, that in the rights and interest thereafter of the holder of the Warrant, to the end event that the provisions set forth herein current market price per share of such security is determined during a period following or including the announcement by the issuer of such security of (including provisions with respect to adjustments of the exercise pricei) shall thereafter be applicable, as nearly as reasonably may be, a dividend or distribution on such security payable in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Warrant.

Antidilution Adjustments. If the Company shall at any time hereafter subdivide or combine its outstanding shares of Common Stock, or declare a dividend payable in Common Stock, the exercise price in effect immediately prior to the subdivision, combination, or record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in the case of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Shares shares purchasable upon exercise of this Warrant Option immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, or dividend payable in Common Stock and multiplying the result of such division against the number of Warrant Shares shares purchasable upon the exercise of this Warrant Option immediately preceding such event, so as to achieve an exercise price and number of Warrant Shares shares purchasable after such event proportional to such exercise price and number of Warrant Shares shares purchasable immediately preceding such event. All calculations hereunder shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. No fractional Warrant Shares shares are to be issued upon the exercise of this WarrantOption, but the Company shall pay a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal to the same fraction of the market price per share of Common Stock on the day of exercise as determined in good faith by the Company. In case of any capital reorganization or any reclassification of the shares of Common Stock of the Company, or in the case of any consolidation with or merger of the Company into or with another corporation, or the sale of all or substantially all of its assets to another corporation, which is effected in such a manner that the holders of Common Stock shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, then, as a part of such reorganization, reclassification, consolidation, merger, or sale, as the case may be, lawful provision shall be made so that the holder of the Warrant Grantee shall have the right thereafter to receive, upon the exercise hereof, the kind and amount of shares of stock or other securities or property which the holder Grantee would have been entitled to receive if, immediately prior to such reorganization, reclassification, consolidation, merger, or sale, the holder Grantee had held the number of Warrant Shares shares which were then purchasable upon the exercise of the Warrantthis Option. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interest thereafter of the holder of the WarrantGrantee, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Warrantthis Option.

Antidilution Adjustments. If The Purchase Price and the number and kind of securities covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event that the Company shall at any time hereafter subdivide after the date of this Agreement (A) declare and pay a dividend on the Class A Common Stock or combine its outstanding Class B Common Stock payable in shares of Class A Common Stock or Class B Common Stock, (B) subdivide the outstanding Class A Common Stock or declare a dividend payable in Class B Common Stock, (C) combine the exercise price outstanding Class A Common Stock or Class B Common Stock into a smaller number of shares, or (D) issue, change, or alter any of its shares of capital stock in a reclassification or recapitalization (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving Person), except as otherwise provided in this Section 11(a) and Section 7(e) hereof, then, and in each such case, the Purchase Price in effect immediately prior to at the subdivision, combination, or time of the record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in or the case effective time of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Shares purchasable upon exercise of this Warrant immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, reclassification or dividend payable in recapitalization, and the number and kind of shares of capital stock issuable upon exercise of the Rights at such time, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of Common Stock or other capital stock which, if such Right had been exercised immediately prior to such time at the Purchase Price then in effect and multiplying at a time when the result transfer books for the Common Stock (or other capital stock) of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such division against dividend, subdivision, combination, reclassification or recapitalization. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) hereof, the number of Warrant Shares purchasable upon the exercise of adjustment provided in this Warrant immediately preceding such eventSection 11(a)(i) shall be in addition to, so as to achieve an exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. All calculations hereunder shall be made prior to, any adjustment required pursuant to Section 11(a)(ii) hereof. (ii) In the nearest cent event (A) any Person shall at any time after the Declaration Date become an Acquiring Person; or (B) any Acquiring Person or to any Affiliate of any Acquiring Person, at any time after the nearest one-hundredth of a shareDeclaration Date, as directly or indirectly, shall (1) merge into the case may be. No fractional Warrant Shares are to be issued upon Company or otherwise combine with the exercise of this WarrantCompany, but and the Company shall pay a cash adjustment in respect be the continuing or surviving corporation of such merger or combination and either or both of the Class A Common Stock and/or the Class B Common Stock of the Company shall remain outstanding and no shares thereof shall be changed or otherwise transformed into stock or other securities of any fraction other Person or the Company or cash or any other property, (2) in one or more transactions, transfer any assets to the Company in exchange (in whole or in part) for shares of any class of its equity securities or for securities exercisable for or convertible into shares of any such class or otherwise obtain from the Company, with or without consideration, any additional shares of any such class or securities exercisable for or convertible into shares of any such class (other than as part of a share which would pro rata distribution to all holders of such class), (3) sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise be issuable dispose (in one transaction or a series of transactions) to, from or with the Company or any of the Company's Subsidiaries, assets with an amount equal aggregate fair market value in excess of 25% of the assets of the Company and its Subsidiaries determined on a consolidated basis on terms and conditions less favorable to the same fraction Company than the Company would be able to obtain through arm's-length negotiation with an unaffiliated third party, (4) receive any compensation from the Company or any of the market price per share Company's Subsidiaries other than compensation as a director of Common Stock on the day Company or for full-time employment as a regular employee at rates in accordance with the Company's (or such Subsidiary's) past practices, (5) receive the benefit (except proportionately as a stockholder), of exercise as determined in good faith any loans, advances, guarantees, pledges or other financial assistance provided by the Company or any of its Subsidiaries on terms and conditions less favorable to the Company (or such Subsidiary) than the Company would be able to obtain through arm's-length negotiation with an unaffiliated third party or (6) commence a tender or exchange offer for securities of the Company. In case of ; or (C) during such time as there is an Acquiring Person at any capital reorganization or time after the Declaration Date, there shall be any reclassification of securities (including any combination thereof), or recapitalization of the Company, or any merger or consolidation of the Company with any of its Subsidiaries (whether or not with or into or otherwise involving an Acquiring Person or any Affiliate of an Acquiring Person), or any repurchase by the Company or any of its Subsidiaries of shares of the Common Stock of the Company, or in any other class or series of securities issued by the case Company, which reclassification, recapitalization, merger, consolidation or repurchase is effected at a time when a majority of the Board consists of persons who are the Acquiring Person or its Affiliates, or nominees or designees of any consolidation with thereof, which has the effect, directly or merger indirectly, of increasing by more than 1% the proportionate share of the outstanding shares of any class of equity securities or securities exercisable for or convertible into any class of equity securities of the Company into or with another corporation, or the sale of all or substantially all any of its assets to another corporation, Subsidiaries which is effected in such a manner that the holders directly or indirectly owned by an Acquiring Person or any Affiliate of Common Stock shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, an Acquiring Person then, as a part in each such case, upon the Close of Business 10 Business Days after the occurrence of such reorganizationevent, reclassification, consolidation, merger, or sale, as the case may be, lawful proper provision shall be made so that the each holder of the Warrant a Right, except as provided in Section 7(e) hereof, shall thereafter have the right thereafter to receive, upon exercise thereof at the Purchase Price in effect at the time of exercise in accordance with the terms of this Agreement, in lieu of one share of Class A Common Stock, such number of shares of Class A Common Stock of the Company as shall equal the result obtained by (x) multiplying an amount equal to the then current Purchase Price by an amount equal to the number of shares of Class A Common Stock for which a Right was or would have been exercisable immediately prior to the first occurrence of any such event whether or not such Right was then exercisable, and (y) dividing that product by 50% of the Current Market Price per share of the Class A Common Stock of the Company (as defined in Section 11(d) hereof) determined as of the date of such first occurrence. (iii) In lieu of issuing whole or fractional shares of Class A Common Stock in accordance with Section 7(c) hereof, the kind and amount Company shall (i) in the event that the number of shares of stock Class A Common Stock which are authorized by the Company's charter 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 in accordance with Section 7(c) hereof, or (ii) if a majority of the Board determines that it would be appropriate and not contrary to the interests of the holders of Rights (other than any Acquiring Person or Disqualified Transferee or any Affiliate of the Acquiring Person or Disqualified Transferee), (A) determine an amount, if any, (the "Excess Amount") equal to the excess of (1) the value (the "Current Value") of the whole or fractional shares of Class A Common Stock issuable upon the exercise of a Right in accordance with Section 7(c) hereof, over (2) the Purchase Price, and (B) with respect to each Right, (subject to Section 7(e) hereof) make adequate provision to substitute for such whole or fractional shares of Class A Common Stock, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) Class A Common Stock or other equity securities of the Company (including, without limitation, shares or units of Class B Common Stock or preferred stock which the Board has deemed in good faith to have the same value as a share of Class A Common Stock (such other equity securities or property shares of preferred stock being referred to herein as "Class A Common Stock Equivalents")), (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing (which would include the additional consideration provided to any holder would by reducing the Purchase Price) having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board; provided, however, subject to the -------- ------- provisions of Section 9(e) hereof, that if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within 30 days following the Close of Business 10 Business Days after the first occurrence of a Common Stock Event described in Section 11(a)(ii) hereof, then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, whole or fractional shares of Class A Common Stock (to the extent available) and then, if necessary, cash, securities, and/or assets which in the aggregate are equal to the Excess Amount. If the Board shall determine in good faith that it is likely that sufficient additional shares of Class A Common Stock or Class A Common Stock Equivalents could be authorized for issuance upon exercise in full of the Rights, the 30-day period set forth above may be extended to the extent necessary, but not more than 90 days following the Close of Business 10 Business Days after the first occurrence of such a Common Stock Event (such 30 day period) as it may be extended to 90 days, is referred to herein as the "Substitution Period"). To the extent that the Company determines that some action is to be taken pursuant to the preceding provisions of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof, that (except as to the form of consideration which shall be determined as appropriate by a majority of the Board) such action shall apply uniformly to all outstanding Rights which shall not have become null and void, 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 and/or to decide the appropriate form of distribution to be made pursuant to such provisions 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 entitled temporarily suspended. The Company shall thereafter 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 Class A Common Stock issuable upon exercise of a Right in accordance with Section 7(c) hereof shall be the Current Market Price per share of the Class A Common Stock (as determined pursuant to receive ifSection 11(d) hereof) on the Close of Business 10 Business Days after the date of the first occurrence of such a Common Stock Event and the value of any Class A Common Stock Equivalent shall be deemed to be equal to the Current Market Price per share of the Class A Common Stock on such date. (b) In the event the Company shall, after the Dividend Record Date, fix a record date for the issuance of any options, warrants, or other rights to all holders of Class A Common Stock and/or Class B Common Stock entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase (i) Class A Common Stock or (ii) securities convertible into or exchangeable for Class A Common Stock at a price per share of Class A Common Stock (or having a conversion price per share of Class A Common Stock, if a security is convertible into Class A Common Stock) less than the Current Market Price per share of Class A Common Stock (determined in accordance with Section 11(d) hereof) determined as of such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such reorganization, reclassification, consolidation, merger, or salerecord date by a fraction, the holder had held numerator of which shall be the number of Warrant Shares shares of Class A Common Stock outstanding on such record date plus the number of shares of Class A Common Stock which were then purchasable upon the exercise aggregate minimum offering price of the Warranttotal number of shares of Class A Common Stock so to be offered (and/or the aggregate minimum conversion price of such convertible securities so to be offered) would purchase at such Current Market Price, and the denominator of which shall be the number of shares of Class A Common Stock outstanding on such record date plus the maximum number of additional shares of Class A Common Stock to be offered for subscription or purchase (or the maximum number of shares into which such convertible securities so to be offered are convertible). In any case such casesubscription price may be paid by delivery of consideration part or all of which shall be in a form other than cash, appropriate adjustment (for purposes of this Section 11(b) the value of such consideration shall be the fair market value thereof as determined in good faith by the Board (which determination shall be described in an Officers' Certificate filed with the Rights Agent). Shares of Directors Class A Common Stock owned by or held for the account of the Company) 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 application event that such options, warrants or other rights are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed (subject, however, to such other adjustments as are provided herein). (c) In the event that the Company shall, after the Dividend Record Date, fix a record date for the making of a distribution to all holders of Class A Common Stock and/or Class B Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving or continuing Person) of evidences of indebtedness, cash (other than cash dividends paid out of the provisions set forth herein with respect to the rights and interest thereafter earnings or retained earnings of the holder Company and its Subsidiaries determined on a consolidated basis in accordance with generally accepted accounting principles consistently applied), other property (other than a dividend payable in shares of Class A Common Stock or Class B Common Stock, but including any dividend payable in capital stock other than Class A Common Stock or Class B Common Stock), or subscription rights or warrants (excluding those referred to in Section 11(b) hereof), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, of which the numerator shall be (i) the Current Market Price per share of Class A Common Stock (as defined in Section 11(d) hereof) determined as of such record date, less ---- (ii) the sum of (A) that portion of cash plus (B) the fair market value, as determined in good faith by the Board (which determination shall be described in an Officers' Certificate filed with the Rights Agent) of that portion of such evidences of indebtedness, such other property, and/or such subscription rights or warrants applicable to one share of Class A Common Stock and of which the denominator shall be such Current Market Price per share of the WarrantClass A Common Stock. Such adjustments shall be made successively whenever such a record date is fixed; and in the event such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed (subject, however, to such other adjustments as are provided herein). (d) For purposes of any computation pursuant to Section 11(a)(iii) hereof, the end that "Current Market Price" per share (or unit) of any security on any date shall be deemed to be the provisions set forth herein (including provisions with respect to adjustments average of the exercise price) shall thereafter be applicabledaily Closing Price of such security for the 10 consecutive Trading Days immediately after such date, as nearly as reasonably may be, in relation to and for the purpose of any shares of stock or other property thereafter deliverable upon the exercise of the Warrant.ot

Antidilution Adjustments. If The provisions of this Warrant are subject to adjustment as provided in this Section 5. (a) The Warrant Exercise Price shall be adjusted from time to time such that in case the Company shall at hereafter: (i) pay any time hereafter dividends on any class of stock of the Company payable in Common Stock or securities convertible into Common Stock; (ii) subdivide or its then outstanding shares of Common Stock into a greater number of shares; or (iii) combine its outstanding shares of Common Stock, by reclassification or declare a dividend payable otherwise; then, in Common Stockany such event, the exercise price Warrant Exercise Price in effect immediately prior to such event shall (until adjusted again pursuant hereto) be adjusted immediately after such event to a price (calculated to the subdivisionnearest full cent) determined by dividing (a) the number of shares of Common Stock outstanding immediately prior to such event, combinationmultiplied by the then existing Warrant Exercise Price, or by (b) the total number of shares of Common Stock outstanding immediately after such event, and the resulting quotient shall be the adjusted Warrant Exercise Price per share. An adjustment made pursuant to this subsection shall become effective immediately after the record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in the case of combination, a dividend or proportionately decreased, distribution and shall become effective immediately after the effective date in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Shares purchasable upon exercise of this Warrant immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combinationcombination or reclassification. If, as a result of an adjustment made pursuant to this subsection, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or dividend payable in more classes of capital stock or shares of Common Stock and multiplying other capital stock of the result Company, the Board of Directors of the Company (whose determination shall be conclusive) shall determine the allocation of the adjusted Warrant Exercise Price between or among shares of such division against the number classes of Warrant Shares purchasable upon the exercise capital stock or shares of this Warrant immediately preceding such event, so as to achieve an exercise price Common Stock and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such eventother capital stock. All calculations hereunder under this subsection shall be made to the nearest cent or to the nearest one-hundredth 1/100 of a share, as the case may be. No fractional In the event that at any time as a result of an adjustment made pursuant to this subsection, the Holder of any Warrant Shares are thereafter surrendered for exercise shall become entitled to be issued receive any shares of the Company other than shares of Common Stock, thereafter the Warrant Exercise Price of such other shares so receivable upon the exercise of this Warrant, but the Company any Warrant shall pay be subject to adjustment from time to time in a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal manner and on terms as nearly equivalent as practicable to the same fraction provisions with respect to Common Stock contained in this subsection. (b) Upon each adjustment of the market price per share Warrant Exercise Price pursuant to Section 5(a) above, the Holder of Common Stock on each Warrant shall thereafter (until another such adjustment) be entitled to purchase at the day adjusted Warrant Exercise Price the number of exercise shares, calculated to the nearest full share, obtained by multiplying the number of shares specified in such Warrant (as determined adjusted as a result of all adjustments in good faith the Warrant Exercise Price in effect prior to such adjustment) by the Company. Warrant Exercise Price in effect prior to such adjustment and dividing the product so obtained by the adjusted Warrant Exercise Price. (c) In case of any capital reorganization consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the continuing corporation, or in case of any reclassification sale or conveyance to another corporation of the shares of Common Stock property of the CompanyCompany as an entirety or substantially as an entirety, or in the case of any consolidation statutory exchange of securities with or another corporation (including any exchange effected in connection with a merger of a third corporation into the Company into or with another corporationCompany), or the sale of all or substantially all of its assets to another corporation, which is effected in such a manner that the holders of Common Stock there shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, then, as a part no adjustment under Section 5(a) above but the Holder of such reorganization, reclassification, consolidation, merger, or sale, as the case may be, lawful provision shall be made so that the holder of the each Warrant then outstanding shall have the right thereafter to receive, upon the exercise hereof, convert such Warrant into the kind and amount of shares of stock or and other securities or and property which the holder Holder would have owned or have been entitled to receive if, immediately prior to after such reorganization, reclassification, consolidation, merger, or statutory exchange, sale, or conveyance had such Warrant been converted immediately prior to the holder had held the number effective date of Warrant Shares which were then purchasable upon the exercise of the Warrant. In such consolidation, merger, statutory exchange, sale, or conveyance and in any such case, if necessary, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein in this subsection with respect to the rights and interest interests thereafter of the holder any Holders of the Warrant, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) in this subsection shall thereafter correspondingly be made applicable, as nearly as may reasonably may be, in relation to any shares of stock or and other securities and property thereafter deliverable upon on the exercise of the Warrant. The provisions of this subsection shall similarly apply to successive consolidations, mergers, statutory exchanges, sales or conveyances. (d) Upon any adjustment of the Warrant Exercise Price, then and in each such case, the Company shall give written notice thereof, by first-class mail, postage prepaid, addressed to the Holder as shown on the books of the Company, which notice shall state the Warrant Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of shares of Common Stock purchasable at such price upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

Antidilution Adjustments. If The Purchase Price and the number and kind of securities covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event that the Company shall at any time hereafter subdivide or combine its outstanding after the Declaration Date (A) declare and pay a dividend on the Preferred Stock payable in shares of Common Preferred Stock, or declare a dividend payable in Common (B) subdivide the outstanding Preferred Stock, (C) combine the exercise price outstanding Preferred Stock into a smaller number of shares, or (D) issue, change, or alter any of its shares of capital stock in a reclassification or recapitalization (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving Person), except as otherwise provided in this Section 11(a) and Section 7(e) hereof, then, and in each such case, the Purchase Price in effect immediately prior to at the subdivision, combination, or time of the record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in or the case effective time of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Shares purchasable upon exercise of this Warrant immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, reclassification or dividend payable recapitalization, and the number and kind of shares of capital stock issuable upon exercise of the Rights at such time, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of Preferred Stock or other capital stock which, if such Right had been exercised immediately prior to such time at the Purchase Price then in Common effect and at a time when the transfer books for the Preferred Stock (or other capital stock) of the Company were open, such holder would have owned upon such exercise and multiplying the result been entitled to receive by virtue of such division against dividend, subdivision, combination, reclassification or recapitalization. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) hereof, the number of Warrant Shares purchasable upon the exercise of adjustment provided in this Warrant immediately preceding such eventSection 11(a)(i) shall be in addition to, so as to achieve an exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. All calculations hereunder shall be made prior to, any adjustment required pursuant to Section 11(a)(ii) hereof. (ii) In the nearest cent event (A) any Person shall at any time after the Declaration Date become an Acquiring Person; or (B) any Acquiring Person or to any Affiliate of any Acquiring Person, at any time after the nearest one-hundredth of a shareDeclaration Date, as directly or indirectly, shall (1) merge into the case may be. No fractional Warrant Shares are to be issued upon Company or otherwise combine with the exercise of this WarrantCompany, but and the Company shall pay a cash adjustment in respect be the continuing or surviving corporation of such merger or combination and the Common Stock of the Company shall remain outstanding and no shares thereof shall be changed or otherwise transformed into stock or other securities of any fraction other Person or the Company or cash or any other property, (2) in one or more transactions, transfer any assets to the Company in exchange (in whole or in part) for shares of any class of its equity securities or for securities exercisable for or convertible into shares of any such class or otherwise obtain from the Company, with or without consideration, any additional shares of any such class or securities exercisable for or convertible into shares of any such class (other than as part of a share which would pro rata distribution to all holders of such class), (3) sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise be issuable dispose (in one transaction or a series of transactions) to, from or with the Company or any of the Company's Subsidiaries, assets with an amount equal aggregate fair market value in excess of 25% of the assets of the Company and its Subsidiaries determined on a consolidated basis on terms and conditions less favorable to the same fraction Company than the Company would be able to obtain through arm's-length negotiation with an unaffiliated third party, (4) receive any compensation from the Company or any of the market price per share Company's Subsidiaries other than compensation as a director of Common Stock on the day Company or for full-time employment as a regular employee at rates in accordance with the Company's (or such Subsidiary's) past practices, (5) receive the benefit (except proportionately as a stockholder), of exercise as determined in good faith any loans, advances, guarantees, pledges or other financial assistance provided by the Company or any of its Subsidiaries on terms and conditions less favorable to the Company (or such Subsidiary) than the Company would be able to obtain through arm's-length negotiation with an unaffiliated third party or (6) commence a tender or exchange offer for securities of the Company. In case of ; or (C) during such time as there is an Acquiring Person at any capital reorganization or time after the Declaration Date, there shall be any reclassification of securities (including any combination thereof), or recapitalization of the Company, or any merger or consolidation of the Company with any of its Subsidiaries (whether or not with or into or otherwise involving an Acquiring Person or any Affiliate of an Acquiring Person), or any repurchase by the Company or any of its Subsidiaries of shares of the Common Stock of the Company, or in any other class or series of securities issued by the case Company, which reclassification, recapitalization, merger, consolidation or repurchase is effected at a time when a majority of the Board consists of persons who are the Acquiring Person or its Affiliates, or nominees or designees of any consolidation with thereof, which has the effect, directly or merger indirectly, of increasing by more than 1% the proportionate share of the outstanding shares of any class of equity securities or securities exercisable for or convertible into any class of equity securities of the Company into or with another corporation, or the sale of all or substantially all any of its assets to another corporation, Subsidiaries which is effected in such a manner that the holders directly or indirectly owned by an Acquiring Person or any Affiliate of Common Stock shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, an Acquiring Person then, as a part in each such case, upon the Close of Business 10 Business Days after the occurrence of such reorganizationevent, reclassification, consolidation, merger, or sale, as the case may be, lawful proper provision shall be made so that the each holder of the Warrant a Right, except as provided in Section 7(e) hereof, shall thereafter have the right thereafter to receive, upon exercise thereof at the Purchase Price in effect at the time of exercise in accordance with the terms of this Agreement, in lieu of a number of one one-thousandths of a share of Preferred Stock, such number of shares of Common Stock of the Company as shall equal the result obtained by (x) multiplying an amount equal to the then current Purchase Price by an amount equal to the number of one one-thousandths of a share of Preferred Stock for which a Right was or would have been exercisable immediately prior to the first occurrence of any such event whether or not such Right was then exercisable, and (y) dividing that product by 50% of the Current Market Price per share of the Common Stock of the Company (as defined in Section 11(d) hereof) determined as of the date of such first occurrence. (iii) In lieu of issuing whole or fractional shares of Common Stock in accordance with Section 7(c) hereof, the kind and amount Company shall (i) in the event that the number of shares of stock Common Stock which are authorized by the Company's charter 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 in accordance with Section 7(c) hereof, or (ii) if a majority of the Board determines that it would be appropriate and not contrary to the interests of the holders of Rights (other than any Acquiring Person or Disqualified Transferee or any Affiliate of the Acquiring Person or Disqualified Transferee), (A) determine an amount, if any, (the "Excess Amount") equal to the excess of (1) the value (the "Current Value") of the whole or fractional shares of Preferred Stock (or Common Stock) issuable upon the exercise of a Right in accordance with Section 7(c) hereof, over (2) the Purchase Price, and (B) with respect to each Right, (subject to Section 7(e) hereof) make adequate provision to substitute for such whole or fractional shares of Preferred Stock (or Common Stock), upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) Common Stock or other equity securities of the Company (including, without limitation, shares or property units of Preferred Stock or preferred stock which the Board has deemed in good faith to have the same value as a share of Common Stock (such shares of preferred stock being referred to herein as "Common Stock Equivalents")), (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing (which would include the additional consideration provided to any holder would by reducing the Purchase Price) having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board; provided, however, subject to the -------- ------- provisions of Section 9(e) hereof, that if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within 30 days following the Close of Business 10 Business Days after the first occurrence of a Common Stock Event described in Section 11(a)(ii) hereof, then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, whole or fractional shares of Preferred Stock (or Common Stock) (to the extent available) and then, if necessary, cash, securities, and/or assets which in the aggregate are equal to the Excess Amount. If the Board shall determine in good faith that it is likely that sufficient additional shares of Common Stock or Common Stock Equivalents could be authorized for issuance upon exercise in full of the Rights, the 30-day period set forth above may be extended to the extent necessary, but not more than 90 days following the Close of Business 10 Business Days after the first occurrence of such a Common Stock Event (such 30 day period) as it may be extended to 90 days, is referred to herein as the "Substitution Period"). To the extent that the Company determines that some action is to be taken pursuant to the preceding provisions of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof, that (except as to the form of consideration which shall be determined as appropriate by a majority of the Board) such action shall apply uniformly to all outstanding Rights which shall not have become null and void, 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 and/or to decide the appropriate form of distribution to be made pursuant to such provisions 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 entitled temporarily suspended. The Company shall thereafter 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 Stock issuable upon exercise of a Right in accordance with Section 7(c) hereof shall be the Current Market Price per share of the Common Stock (as determined pursuant to receive ifSection 11(d) hereof) on the Close of Business 10 Business Days after the date of the first occurrence of such a Common Stock Event and the value of any Common Stock Equivalent shall be deemed to be equal to the Current Market Price per share of the Common Stock on such date. (b) In the event the Company shall, after the Dividend Record Date, fix a record date for the issuance of any options, warrants, or other rights to all holders of Preferred Stock entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase (i) Preferred Stock or (ii) shares having the same rights, privileges and preferences as the shares of any number of one one-thousandths of a share of Preferred Stock (AEquivalent Preferred Stock@) or (iii) securities convertible into Preferred Stock or Equivalent Preferred Stock at a price per share of Preferred Stock or Equivalent Preferred Stock (or having a conversion price per share of Preferred Stock or Equivalent Preferred Stock, if a security is convertible into Preferred Stock or Equivalent Preferred Stock) less than the Current Market Price per share of Preferred Stock (determined in accordance with Section 11(d) hereof) determined as of such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such reorganization, reclassification, consolidation, merger, or salerecord date by a fraction, the holder had held numerator of which shall be the number of Warrant Shares shares of Preferred Stock outstanding on such record date plus the number of shares of Preferred Stock and/or Equivalent Preferred Stock which were then purchasable upon the exercise aggregate minimum offering price of the Warranttotal number of shares of one one-thousandths of a share of Preferred Stock and/or Equivalent Preferred Stock so to be offered (and/or the aggregate minimum conversion price of such convertible securities so to be offered) would purchase at such Current Market Price, and the denominator of which shall be the number of shares of Preferred Stock outstanding on such record date plus the maximum number of additional shares of Preferred Stock and/or Equivalent Preferred Stock to be offered for subscription or purchase (or the maximum number of shares into which such convertible securities so to be offered are convertible). In any case such casesubscription price may be paid by delivery of consideration part or all of which shall be in a form other than cash, appropriate adjustment (for purposes of this Section 11(b) the value of such consideration shall be the fair market value thereof as determined in good faith by the Board (which determination shall be described in an Officers= Certificate filed with the Rights Agent). Shares of Directors Preferred Stock owned by or held for the account of the Company) 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 application event that such options, warrants or other rights are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed (subject, however, to such other adjustments as are provided herein). (c) In the event that the Company shall, after the Dividend Record Date, fix a record date for the making of a distribution to all holders of Preferred Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving or continuing Person) of evidences of indebtedness, cash (other than cash dividends paid out of the provisions set forth herein with respect to the rights and interest thereafter earnings or retained earnings of the holder Company and its Subsidiaries determined on a consolidated basis in accordance with generally accepted accounting principles consistently applied), other property (other than a dividend payable in a number of one one-thousandths of a share of Preferred Stock, but including any dividend payable in capital stock other than Preferred Stock), or subscription rights or warrants (excluding those referred to in Section 11(b) hereof), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, of which the numerator shall be (i) the Current Market Price per share of Preferred Stock (as defined in Section 11(d) hereof) determined as of such record date, less (ii) the sum of (A) that portion of cash plus (B) the fair ---- market value, as determined in good faith by the Board (which determination shall be described in an Officers= Certificate filed with the Rights Agent) of that portion of such evidences of indebtedness, such other property, and/or such subscription rights or warrants applicable to one share of Preferred Stock and of which the denominator shall be such Current Market Price per share of the WarrantPreferred Stock. Such adjustments shall be made successively whenever such a record date is fixed; and in the event such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed (subject, however, to such other adjustments as are provided herein). (d) For purposes of any computation pursuant to Section 11(a)(iii) hereof, the end that "Current Market Price" per share (or unit) of any security on any date shall be deemed to be the provisions set forth herein (including provisions with respect to adjustments average of the exercise price) shall thereafter be applicabledaily Closing Price of such security for the 10 consecutive Trading Days immediately after such date, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Warrant.a

Antidilution Adjustments. If The provisions of this Warrant are subject to adjustment as provided in this Section 5; provided that no adjustment shall be made pursuant to this Section 5 which has the effect of duplicating any adjustment made pursuant to the Articles of Incorporation of the Company or any certificate of designation thereto, if any. (a) In case the Company shall at any time hereafter subdivide or combine its outstanding shares of Common Stock, or declare Stock into a dividend payable in Common Stockgreater number of shares, the exercise price Warrant Exercise Price in effect immediately prior to such subdivision shall be proportionately reduced, and conversely, in case the subdivisionoutstanding shares of Common Stock of the Company shall be combined into a smaller number of shares, combinationthe Warrant Exercise Price in effect immediately prior to such combination shall be proportionately increased. (b) If any capital reorganization or reclassification of the capital stock of the Company, or record date for consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation shall be effected in such dividend payable in a way that holders of Common Stock shall forthwith be proportionately increasedentitled to receive stock, securities or assets with respect to or in the case of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in exchange for Common Stock, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, and except as otherwise provided herein, lawful and adequate provision shall be made whereby the holder of this Warrant shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of the Common Stock of the Company immediately theretofore receivable upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of Warrant Shares purchasable upon exercise of this Warrant immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, or dividend payable in Common Stock and multiplying the result shares of such division against the number of Warrant Shares purchasable stock immediately theretofore receivable upon the exercise of this Warrant immediately preceding had such eventreorganization, so reclassification, consolidation, merger or sale not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of the holder of this Warrant to the end that the provisions hereof (including without limitation provisions for adjustments of the Warrant Exercise Price and of the number of shares receivable upon the exercise hereof) shall thereafter be applicable, as nearly as may be in relation to achieve an any shares of stock, securities or assets thereafter receivable upon the exercise price of this Warrant. The Company shall not effect any such consolidation, merger or sale, unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed and mailed to the registered holder of this Warrant, at the last address of such holder appearing on the books of the Company, the obligation to deliver to such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to receive. (c) Simultaneously with any adjustment to the Exercise Price pursuant to Sections 5(a) or 5(b) hereunder, the number of Warrant Shares purchasable that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that after such event proportional to such exercise price and adjustment the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be the same as the aggregate Exercise Price in effect immediately prior to such adjustment. (d) Upon any adjustment of the Warrant Exercise Price, the Company shall give written notice thereof, by first-class mail, postage prepaid, addressed to the registered holder of this Warrant, as shown on the books of the Company, which notice shall state the Warrant Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable immediately preceding at such eventprice upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. All calculations hereunder under this Section 5 shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but the Company shall pay a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal to the same fraction of the market price per share of Common Stock on the day of exercise as determined in good faith by the Company. . (e) In case of at any time: (i) there shall be any capital reorganization reorganization, or any reclassification of the shares of Common Stock capital stock of the Company, or in the case of any consolidation with or merger of the Company into or with another corporationwith, or the sale of all or substantially all of its assets to to, another corporation, which is effected in such a manner that the holders of Common Stock ; or (ii) there shall be entitled a voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in any one or more of said cases, the Company shall give written notice, by first-class mail, postage prepaid, addressed to receive stockthe registered holder of this Warrant at the address of such holder as shown on the books of the Company, securitiesof the date on which (a) the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights, or assets with respect to or in exchange for Common Stock, then, as a part of (b) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or salewinding up shall take place, as the case may be. Such notice shall also specify the date as of which the holders of Common Stock of record shall participate in such dividend, lawful provision distribution or subscription rights, or shall be made so that the holder of the Warrant shall have the right thereafter entitled to receive, upon the exercise hereof, the kind and amount of shares of stock exchange their Common Stock for securities or other securities or property which the holder would have been entitled to receive if, immediately prior to deliverable upon such reorganization, reclassification, consolidation, merger, or sale, dissolution, liquidation, or winding up, as the holder had held case may be. Such written notice shall be given at least twenty (20) days prior to the number action in question and not less than twenty (20) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. (f) If any event occurs as to which in the opinion of Warrant Shares which were then purchasable upon the exercise of the Warrant. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) Company the other provisions of this Section 5 are not strictly applicable or if strictly applicable would not fairly protect the rights of the holder of this Warrant in accordance with the essential intent and principles of such provisions, then the Board of Directors shall be made make an adjustment in the application of such provisions, in accordance with such essential intent and principles, so as to protect such rights as aforesaid. (g) As used in this Section 5 the provisions set forth herein with respect to term “Common Stock” shall mean and include the rights Company’s presently authorized Common Stock and interest thereafter any additional common stock that may be authorized by due action of the holder Company’s Board of the Warrant, Directors and shareholders entitled to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Warrantvote thereon.

Antidilution Adjustments. If the Company shall at any time hereafter subdivide or combine its outstanding shares of Common Stock, or declare a dividend payable in Common Stock, the exercise price in effect immediately prior to the subdivision, combination, or record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in the case of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Corporation issues Additional Shares purchasable upon exercise of this Warrant immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, or dividend payable in Common Stock and multiplying the result of such division against the number of Warrant Shares purchasable upon the exercise of this Warrant immediately preceding such event, so as to achieve an exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. All calculations hereunder shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but the Company shall pay a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal to the same fraction of the market price per share of Common Stock on (as defined below) at an Effective Price (as defined below) per share less than the day of exercise as determined Conversion Price then in good faith effect, then the Conversion Price shall be adjusted to equal the lowest Effective Price received by the Company. In case Corporation pursuant to any such issuance; provided, however, that the Conversion Price shall not be reduced below $2.359 (the "Floor") unless the removal of the Floor is approved by the majority of the votes cast at a duly called meeting of the stockholders or by written consent of the stockholders in accordance with applicable law. (i) For the purpose of making any adjustment required under Section 4(f), the consideration received by the Corporation for any issue or sale of securities shall (A) to the extent it consists of cash, be computed at the net amount of cash received by the Corporation after deduction of any capital reorganization underwriting or any reclassification of similar commissions, compensation or concessions paid or allowed by the shares of Common Stock of the Company, Corporation in connection with such issue or in the case sale but without deduction of any consolidation with or merger expenses payable by the Corporation, (B) to the extent it consists of property other than cash, be computed at the Company into or with another corporation, or the sale fair value of all or substantially all of its assets to another corporation, which is effected in such a manner that the holders of Common Stock shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, then, as a part of such reorganization, reclassification, consolidation, merger, or sale, as the case may be, lawful provision shall be made so that the holder of the Warrant shall have the right thereafter to receive, upon the exercise hereof, the kind and amount of shares of stock or other securities or property which the holder would have been entitled to receive if, immediately prior to such reorganization, reclassification, consolidation, merger, or sale, the holder had held the number of Warrant Shares which were then purchasable upon the exercise of the Warrant. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors, and (C) if Additional Shares of Common Stock, Convertible Securities (as defined below) or rights or options to purchase either Additional Shares of Common Stock or Convertible Securities are issued or sold together with other stock or securities or other assets of the Corporation for a consideration that covers both, be computed as the portion of the consideration so received that may be reasonably determined in good faith by the Board of Directors to be allocable to such Additional Shares of Common Stock, Convertible Securities or rights or options; provided, however, that the holders of at least a majority of the outstanding Series A Preferred Stock shall have the right to challenge any determination by the Board of Directors of fair market value pursuant to this clause (i), in which case the Company) determination of fair market value shall be made in by an independent appraiser selected jointly by the application Board of Directors and the challenging parties, the cost of such appraisal to be borne equally by the Corporation and the challenging parties. (ii) For the purpose of the provisions set forth herein with respect to adjustment required under this Section 4(f), if the rights and interest thereafter of the holder of the Warrant, to the end that the provisions set forth herein Corporation issues or sells (including provisions with respect to adjustments of the exercise priceA) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable securities convertible into, Additional Shares of Common Stock (such convertible stock or securities being herein referred to as "Convertible Securities") or (B) rights or options for the purchase of Additional Shares of Common Stock or Convertible Securities and if the Effective Price of such Additional Shares of Common Stock is less than the Conversion Price, in each case the Corporation shall be deemed to have issued at the time of the issuance of such rights or options or Convertible Securities the maximum number of Additional Shares of Common Stock issuable upon exercise or conversion thereof and to have received as consideration for the issuance of such shares an amount equal to the total amount of the consideration, if any, received by the Corporation for the issuance of such rights or options or Convertible Securities, plus, in the case of such rights or options, the minimum amounts of consideration, if any, payable to the Corporation upon the exercise of such rights or options, plus, in the Warrantcase of Convertible Securities, the minimum amounts of consideration, if any, payable to the Corporation (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities) upon the conversion thereof; provided that if in the case of Convertible Securities the minimum amounts of such consideration cannot be ascertained, but are a function of antidilution or similar protective clauses, the Corporation shall be deemed to have received the minimum amounts of consideration without reference to such clauses; provided further that if the minimum amount of consideration payable to the Corporation upon the exercise or conversion of rights, options or Convertible Securities is reduced over time or on the occurrence or non-occurrence of specified events other than by reason of antidilution adjustments, the Effective Price shall be recalculated using the figure to which such minimum amount of consideration is reduced; provided further that if the minimum amount of consideration payable to the Corporation upon the exercise or conversion of such rights, options or Convertible Securities is subsequently increased, the Effective Price shall be again recalculated using the increased minimum amount of consideration payable to the Corporation upon the exercise or conversion of such rights, options or Convertible Securities. No further adjustment of the Conversion Price, as adjusted upon the issuance of such rights, options or Convertible Securities, shall be made as a result of the actual issuance of Additional Shares of Common Stock on the exercise of any such rights or options or the conversion of any such Convertible Securities. If any such rights or options or the conversion privilege represented by any such Convertible Securities shall expire without having been exercised, the Conversion Price, as adjusted upon the issuance of such rights, options or Convertible Securities, shall be readjusted to the Conversion Price that would have been in effect had an adjustment been made on the basis that the only Additional Shares of Common Stock so issued were the Additional Shares of Common Stock, if any, actually issued or sold on the exercise of such rights or options or rights of conversion of such Convertible Securities, and such Additional Shares of Common Stock, if any, were issued or sold for the consideration actually received by the Corporation upon such exercise, plus the consideration, if any, actually received by the Corporation for the granting of all such rights or options, whether or not exercised, plus the consideration received for issuing or selling the Convertible Securities actually converted, plus the consideration, if any, actually received by the Corporation (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities) on the conversion of such Convertible Securities.

Antidilution Adjustments. If The Series A Conversion Price and the Company Series B Conversion Price shall at be subject to adjustment as follows if any time hereafter of the events listed below occur after the effective date of this Certificate (regardless of whether any shares of such series of Convertible Preferred Stock are outstanding) but, with respect to a share of Convertible Preferred Stock, prior to the conversion of such share of Convertible Preferred Stock into Common Stock. (i) In case the Corporation shall (x) pay a dividend or make a distribution on its Common Stock in shares of its Common Stock, (y) subdivide or combine reclassify its outstanding Common Stock into a greater number of shares, or (z) combine or reclassify its outstanding Common Stock into a smaller number of shares, the applicable Conversion Price in effect immediately prior to such event shall be adjusted so that the holder of any share of the Convertible Preferred Stock thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock which it would have owned or have been entitled to receive after the happening of such event had the share of such Convertible Preferred Stock been converted immediately prior to the happening of such event. An adjustment made pursuant to this paragraph shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective on the effective date in the case of subdivision, combination or reclassification. If any dividend or distribution is not paid or made, the applicable Conversion Price then in effect shall be appropriately readjusted. (ii) In case the Corporation shall pay, issue or distribute to its holders of capital stock any shares of capital stock of the Corporation or evidences of indebtedness or cash or other assets (excluding (w) regular cash dividends payable out of earnings in the ordinary course and distributed ratably to the holders of Convertible Preferred Stock, or declare a dividend payable in Common (x) distributions paid from retained earnings of the Corporation and distributed ratably to the holders of Convertible Preferred Stock, (y) dividends or distributions referred to in clause (i) above and (z) dividends or distributions paid or made to holders of shares of Convertible Preferred Stock in the exercise manner provided in Section 5.3 above) or rights, options or warrants to subscribe for or purchase any of its securities then, in each such case, the applicable Conversion Price shall be adjusted so that it shall equal the price determined by multiplying the applicable Conversion Price in effect immediately prior to the subdivisiondate of the distribution by a fraction the numerator of which shall be the applicable Conversion Price less the then fair market value (as determined by the Board of Directors, combinationwhose determination, if made in good faith, shall be conclusive) of the portion of the capital stock, cash or assets or evidences of indebtedness so distributed, or record date for of the subscription rights, options or warrants so distributed or of such dividend payable in Common Stock shall forthwith be proportionately increasedconvertible or exchangeable securities, in the case with respect to one share of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, and the number denominator of Warrant Shares purchasable upon exercise of this Warrant immediately preceding such event, which shall be changed the applicable Conversion Price in effect immediately prior to the number determined by dividing date of the then current exercise price by the exercise price as adjusted after such subdivision, combination, or dividend payable in Common Stock and multiplying the result of such division against the number of Warrant Shares purchasable upon the exercise of this Warrant immediately preceding such event, so as to achieve an exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such eventdistribution. All calculations hereunder Such adjustment shall be made whenever any such distribution is made, and shall become effective retroactive to the nearest cent record date for the determination of stockholders entitled to receive such distribution. If any such distribution is not made or if any or all of such rights, options or warrants expire or terminate without having been exercised, the applicable Conversion Price then in effect shall be appropriately readjusted. (iii) Whenever the applicable Conversion Price is adjusted as herein provided or as provided in Section 5.8.6(a), the Corporation shall promptly file with the conversion agent (or, if there is no conversion agent, the secretary of the Corporation) an officer's certificate setting forth such Conversion Price after the adjustment and setting forth a brief statement of the facts requiring the adjustment, which certificate shall be conclusive evidence of the correctness of the adjustment. Promptly after delivery of the certificate, the Corporation shall prepare a notice of the adjustment of such Conversion Price setting forth such Conversion Price and the date on which the adjustment becomes effective and shall mail the notice of such adjustment of the applicable Conversion Price (together with a copy of the officer's certificate setting forth the facts requiring such adjustment) to the nearest one-hundredth holder of a share, each share of the Convertible Preferred Stock at such holder's last address as shown on the case may be. No fractional Warrant Shares are to be issued upon stock books of the exercise of this Warrant, but Corporation. (iv) For the Company shall pay a cash adjustment in respect purpose of any fraction of a share which would otherwise be issuable in an amount equal computation under any provision relating to the same fraction of Convertible Preferred Stock, the market price "Current Market Price" per share of Common Stock on any date shall be deemed to be the day average of exercise as determined in good faith by the Companydaily closing prices per share of Common Stock for the 30 consecutive trading days immediately preceding such date. In case of If on any capital reorganization or any reclassification of such date the shares of Common Stock of are not listed or admitted for trading on any national securities exchange or quoted by NASDAQ or a similar service, the Company, or in Current Market Price for the case of any consolidation with or merger of the Company into or with another corporation, or the sale of all or substantially all of its assets to another corporation, which is effected in such a manner that the holders of Common Stock shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, then, as a part of such reorganization, reclassification, consolidation, merger, or sale, as the case may be, lawful provision shall be made so that the holder fair market value of the Warrant shall have the right thereafter to receive, upon the exercise hereof, the kind and amount of shares of stock or other securities or property which the holder would have been entitled to receive if, immediately prior to Common Stock on such reorganization, reclassification, consolidation, merger, or sale, the holder had held the number of Warrant Shares which were then purchasable upon the exercise of the Warrant. In any such case, appropriate adjustment (date as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interest thereafter of the holder of the Warrant, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the WarrantCorporation.

Antidilution Adjustments. If The provisions of this Warrant are subject to adjustment as provided in this Section 4. (a) The Warrant Exercise Price shall be adjusted from time to time such that in case the Company shall at hereafter: (i) pay any time hereafter dividends with respect to its Common Stock payable in any class of stock or securities convertible into any class of stock of the Company; (ii) subdivide or its then outstanding shares of Common Stock into a greater number of shares; or (iii) combine its outstanding shares of Common Stock, by reclassification or declare a dividend payable otherwise; then, in Common Stockany such event, the exercise price Warrant Exercise Price in effect immediately prior to such event shall (until adjusted again pursuant hereto) be adjusted immediately after such event to a price (calculated to the subdivisionnearest full cent) determined by dividing (a) the total number of shares of Common Stock outstanding immediately prior to such event (including the maximum number of shares of Common Stock issuable in respect of any securities convertible into Common Stock but excluding any options or warrants to acquire Common Stock), combinationmultiplied by the then existing Warrant Exercise Price, by (b) the total number of shares of Common Stock outstanding immediately after such event (including the maximum number of shares of Common Stock issuable in respect of any securities convertible into Common Stock but excluding any options or warrants to acquire Common Stock), and the resulting quotient shall be the adjusted Warrant Exercise Price per share. An adjustment made pursuant to this subsection shall become effective immediately after the record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in the case of combination, a dividend or proportionately decreased, distribution and shall become effective immediately after the effective date in the case of subdivision a subdivision, combination or declaration reclassification. If, as a result of a dividend payable in Common Stockan adjustment made pursuant to this subsection, and the number of Warrant Shares purchasable upon exercise Holder of this Warrant immediately preceding such eventis entitled to receive shares of two or more classes of capital stock, the Board of Directors (whose determination shall be changed to conclusive) shall determine the number determined by dividing allocation of the then current exercise price by the exercise price as adjusted after such subdivision, combination, Warrant Exercise Price between or dividend payable in Common Stock and multiplying the result among shares of such division against the number classes of Warrant Shares purchasable upon the exercise of this Warrant immediately preceding such event, so as to achieve an exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such eventcapital stock. All calculations hereunder under this subsection shall be made to the nearest cent or to the nearest one-hundredth 1/100 of a share, as the case may be. No fractional In the event that at any time as a result of an adjustment made pursuant to this subsection, the Holder of this Warrant Shares are is entitled to be issued receive any shares of the Company other than shares of Common Stock, the Warrant Exercise Price of such other shares so receivable upon the exercise of this Warrant, but the Company Warrant shall pay be subject to adjustment from time to time in a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal manner and on terms as nearly equivalent as practicable to the same fraction provisions with respect to Common Stock contained in this Section. (b) Upon each adjustment of the market price per share Warrant Exercise Price pursuant to Section 4(a) above, the Holder of Common Stock on this Warrant shall thereafter (until another such adjustment) be entitled to purchase at the day adjusted Warrant Exercise Price the number of exercise shares, calculated to the nearest full share, obtained by multiplying the number of shares specified in this Warrant (as determined adjusted as a result of all adjustments in good faith the Warrant Exercise Price in effect prior to such adjustment) by the Company. Warrant Exercise Price in effect prior to such adjustment and dividing the product so obtained by the adjusted Warrant Exercise Price. (c) In case of any capital reorganization consolidation or any reclassification of merger to which the shares of Common Stock of Company is a party other than a merger or consolidation in which the Company is the continuing corporation (provided that the Company's then outstanding shares are not converted into securities of another corporation or cash), or in the case of any consolidation statutory exchange of securities with or another corporation (including any exchange effected in connection with a merger of a third corporation into the Company into or with another corporationCompany), or the sale of all or substantially all of its assets to another corporation, which is effected in such a manner that the holders of Common Stock there shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, then, as a part no adjustment under subsection (a) of such reorganization, reclassification, consolidation, merger, or sale, as this Section above but the case may be, lawful provision shall be made so that the holder Holder of the this Warrant shall have the right thereafter to receive, upon the exercise hereof, convert such Warrant into the kind and amount of shares of stock or and other securities or and property which the holder he, she or it would have owned or have been entitled to receive ifimmediately after such consolidation, merger or statutory exchange had such Warrant been converted immediately prior to the effective date of such reorganization, reclassification, consolidation, mergermerger or statutory exchange. The provisions of this subsection shall similarly apply to successive consolidations, mergers or salestatutory exchanges. (d) Upon any adjustment of the Warrant Exercise Price, then and in each such case, the holder had held Company shall give written notice thereof, by first-class mail, postage prepaid, addressed to the Holder as shown on the books of the Company, which notice shall state the Warrant Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of Warrant Shares which were then shares of Common Stock purchasable at such price upon the exercise of the Warrant. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interest thereafter of the holder of the this Warrant, to setting forth in reasonable detail the end that method of calculation and the provisions set forth herein (including provisions with respect to adjustments of the exercise price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable facts upon the exercise of the Warrantwhich such calculation is based.

Antidilution Adjustments. The Purchase Price, the number and kind of securities, cash and other property obtainable upon exercise of each Right and the number of Rights outstanding shall be subject to adjustment from time to time as provided in this Section 11. (i) In the event the Company shall at any time on or after the date of this Agreement (A) pay a dividend or make a distribution on the Preferred Shares payable in Preferred Shares, (B) subdivide (by a stock split or otherwise) the outstanding Preferred Shares into a larger number of shares, (C) combine (by a reverse stock split or otherwise) the outstanding Preferred Shares into a smaller number of shares, or (D) issue any cash, securities or other property in a reclassification of the Preferred Shares (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving corporation), then in each such event the Purchase Price in effect at the time of the record date for such dividend or distribution, or of the effective date of such subdivision, combination or reclassification and the number of Preferred Shares or other securities, cash or other property issuable upon exercise of a Right on such date shall be proportionately adjusted so that the holder of any Right (except as provided in Section 7(e)) exercised on or after such date shall be entitled to receive, upon payment of the Purchase Price in effect immediately prior to such date, the aggregate number of Preferred Shares, other securities, cash or other property which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Share transfer books of the Company were open, he would have owned upon such exercise and would have been entitled to receive by virtue of such dividend, distribution, subdivision, combination or reclassification. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii), the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii). (ii) A "Triggering Event" shall be deemed to occur in the event that any Person shall become an Acquiring Person. Upon each occurrence of a Triggering Event, proper provision shall be made so that each holder of a Right, except as otherwise provided in this Agreement, shall thereafter have the right to receive, upon exercise thereof at the then-current Purchase Price in accordance with the terms of this Agreement, in lieu of the number of one two-hundredths of a Preferred Share receivable upon exercise of a Right prior to the occurrence of a Triggering Event, such number of Common Shares of the Company as shall equal the result obtained by (x) multiplying the then-current Purchase Price by the number of one two-hundredth of a Preferred Share for which a Right was then exercisable and (y) dividing that product by 50% of the Current Market Price per Common Share on the date of the occurrence of the Triggering Event (such number of shares is herein called the "Adjustment Shares"); PROVIDED, HOWEVER, that if the transaction or event that would otherwise give rise to the foregoing adjustment is also subject to the provisions of Section 13 of this Agreement, then only the provisions of Section 13 of this Agreement shall apply and no adjustment shall be made pursuant to this Section 11(a)(ii). (iii) In the event that the number of Common Shares which are authorized by the Company's Articles of Incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit the exercise in full of the Rights in accordance with Section 11(a)(ii) and the Rights shall become so exercisable, notwithstanding any other provision of this Agreement, to the extent permitted by applicable law and any agreements in effect on the date hereof to which the Company is a party, the Rights shall thereafter be exercisable for only such number of Common Shares as are available for issuance and the Company shall: (A) determine the value of the Adjustment Shares issuable upon the exercise of a Right (the "Current Value") and (B) with respect to each Right, upon exercise thereof, issue Common Shares up to the maximum number which may permissibly be issued and then make adequate provision to substitute for the remainder of the Adjustment Shares which otherwise would have been received upon exercise of such Right (1) other equity securities of the Company, including, without limitation, preferred shares, or units of preferred shares, irrespective of the voting rights associated with any preferred shares or units of preferred shares, which the Board of Directors of the Company has deemed to have substantially the same value as Common Shares (such preferred shares or units of shares are herein called "Common Share Equivalents"), (2) debt securities of the Company, (3) other assets, (4) a reduction in the Purchase Price, (5) cash or (6) any combination of the foregoing, having a value which, when added to the value of the Common Shares actually issued upon exercise of such Right, shall have an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board of Directors of the Company based upon the advise of a nationally recognized independent investment banking firm; PROVIDED, HOWEVER, if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within 30 days following the later of the Share Acquisition Date or the date on which the Company's right of redemption pursuant to Section 23(a) expires then to the extent permitted by applicable law and any agreement in effect on the date hereof to which the Company is a party the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, Common Shares (to the extent available) or Common Share Equivalents and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the excess of the Current Value over the Purchase Price. If the Board of Directors of the Company shall determine in good faith that it is likely that sufficient additional Common Shares or Common Share Equivalents could be authorized for issuance upon exercise in full of the Rights, the 30 day period set forth above may be extended to the extent necessary, but not more than 90 days, in order that the Company may seek shareholder approval for the authorization of such additional shares (such 30 day period, as it may be extended, is herein called the "Substitution Period"). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentence of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e), that such action shall apply uniformly to all outstanding and exercisable 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 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 Market Price per Common Share on the Share Acquisition Date and the per share or per unit value of any Common Share Equivalent shall be deemed to equal the Current Market Price per Common Share on such date. The Board of Directors of the Company may, but shall not be required to, establish procedures to allocate the right to receive Common Shares upon the exercise of the Rights among holders of Rights pursuant to this Section 11(a)(iii). (b) If the Company shall at any time hereafter subdivide on or combine its outstanding shares after the date of Common Stockthis Agreement fix a record date for the issuance of rights, options or declare warrants to holders of Preferred Shares entitling them to subscribe for or purchase Preferred Shares or Equivalent Shares (or securities convertible into Preferred Shares or Equivalent Shares) at a dividend payable price per Preferred Share or Equivalent Share (or, in Common Stockthe case of a convertible security, having a conversion price per Preferred Share or Equivalent Share) less than the Current Market Price per Preferred Share on such record date, the exercise price Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to the subdivision, combination, or such record date for such dividend payable in Common Stock by a fraction, the 26 numerator of which shall forthwith be proportionately increased, in the case of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Preferred Shares purchasable upon exercise of this Warrant immediately preceding and Equivalent Shares (if any) outstanding on such eventrecord date, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, or dividend payable in Common Stock and multiplying the result of such division against plus the number of Warrant Preferred Shares purchasable upon the exercise of this Warrant immediately preceding such event, so as to achieve an exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. All calculations hereunder shall be made to the nearest cent or to the nearest one-hundredth of a shareEquivalent Shares, as the case may be, which the aggregate exercise and/or conversion price for the total number of Preferred Shares or Equivalent Shares, as the case may be, which are obtainable upon exercise and/or conversion of such rights, options, warrants or convertible securities would purchase at such Current Market Price, and the denominator of which shall be the number of Preferred Shares and Equivalent Shares (if any) outstanding on such record date, plus the number of additional Preferred Shares or Equivalent Shares, as the case may be, which may be obtained upon exercise and/or conversion of such rights, options, warrants or convertible securities. No fractional Warrant Shares are to In case such subscription price may be issued upon paid in a consideration part or all of which shall be in a form other than cash, the exercise value of this Warrant, but the Company such consideration shall pay a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal to the same fraction of the market price per share of Common Stock on the day of exercise as determined in good faith by the Company. In case Board of any capital reorganization or any reclassification of the shares of Common Stock Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent. Preferred Shares and Equivalent Shares owned by or in held for the case of any consolidation with or merger account of the Company into or with another corporation, or any subsidiary of the sale Company shall not be deemed outstanding for the purpose of all or substantially all of its assets to another corporation, which is effected in any such a manner that the holders of Common Stock shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, then, as a part of such reorganization, reclassification, consolidation, merger, or sale, as the case may be, lawful provision computation. Such adjustment shall be made so successively whenever such a record date is fixed; and in the event that the holder of the Warrant shall have the right thereafter to receivesuch rights, upon the exercise hereofoptions or warrants are not issued following such adjustment, the kind and amount of shares of stock or other securities or property Purchase Price shall be readjusted to be the Purchase Price which the holder would have been entitled 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 receive ifholders of Preferred Shares (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving corporation) of securities (other than Preferred Shares and rights, options or warrants referred to in Section 11(b)), cash (other than a regular periodic cash dividend), property, evidences of indebtedness, or assets, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such reorganization, reclassification, consolidation, merger, or salerecord date by a fraction, the holder had held numerator of which shall be the number of Warrant Shares which were then purchasable upon Current Market Price per Preferred Share on such record date, less the exercise of the Warrant. In any such case, appropriate adjustment fair market value (as determined in good faith by the Board of Directors of the CompanyCompany whose determination shall be described in a statement filed with the Rights Agent) of such securities, cash, property, evidences of indebtedness or assets to be so distributed in respect of one Preferred Share, and the denominator of which shall be such Current Market Price per Preferred Share on such record date. Such adjustments shall be made successively whenever such a record date is fixed; and in the application event that such distribution is not made following such adjustment, the Purchase Price shall be readjusted to be the Purchase Price which would have been in effect if such record date had not been fixed. (d) Except as provided below, no adjustment in the Purchase Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Purchase 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, to the nearest ten-thousandth of a Common Share, or to the nearest one one-millionth of a Preferred 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 (i) three 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 Section 13(a) of this Agreement, the holder of any Right thereafter exercised shall become entitled to receive any securities of the Company other than Preferred Shares, thereafter the Purchase Price and the number of such other securities so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions set forth herein with respect to the rights Preferred Shares contained in this Section 11 and interest thereafter of the holder of the Warrant, to the end that the provisions set forth herein (including provisions of Sections 7, 9, 10, 12, 13 and 14 with respect to adjustments of the exercise price) Preferred Shares shall thereafter be applicable, as nearly as reasonably may be, in relation apply on like terms to any shares such other securities. (f) All Rights originally issued by the Company subsequent to any adjustment made to the Purchase Price hereunder shall evidence the right to purchase, at the adjusted 28 Purchase Price, the number of stock Preferred Shares or other securities, cash or other property purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided in this Agreement. (g) Unless the Company shall have exercised its election as provided in Section 11(h), upon each adjustment of the Purchase Price as a result of the calculations made in Sections 11(b) and (c), each Right outstanding immediately prior to the making of such adjustment shall thereafter deliverable evidence the right to purchase, at the adjusted Purchase Price, that number of one two-hundredths of a Preferred Share (calculated to the nearest one one-millionth of a Preferred Share) obtained by (i) multiplying the number of one two-hundredths of a Preferred Share covered by a Right immediately prior to adjustment pursuant to this Section 11(g) by the Purchase Price in effect immediately prior to such adjustment of the Purchase Price and (ii) dividing the product so obtained by the Purchase Price in effect immediately after such adjustment of the Purchase Price. (h) The Company may elect on or after the date of any adjustment of the Purchase Price or any adjustment to the number of Preferred Shares for which a Right may be exercised, to adjust the number of Rights, in lieu of an adjustment in the number of one two-hundredths of a Preferred Share purchasable upon the exercise of a Right. Each of the Warrant.Rights outstanding after such adjustment of the number of Rights shall be exercisable for the number of one two-hundredths of a Preferred Share for which a Right was exercisable immediately prior to such adjustment. Each Right held of record prior to such adjustment of the number of Rights shall become that number of Rights (calculated to the nearest one ten-thousandth) obtained by dividing the Purchase Price in effect immediately prior to such adjustment by the Purchase Price in effect immediately after such adjustment. The Company shall make a public announcement of its election to adjust the number of Rights, indicating the record date for the adjustment, and, if known at the time, the amount of the adjustment to be made. This record date may be the date on which the Purchase Price is adjusted or any day thereafter, but, if the Rights Certificates have been issued, shall be at least 10 days after the date of the public announcement. If Rights Certificates have been issued, upon each adjustment of the number of Rights pursuant to this Section 11(h) the Company shall, as promptly as practicable, cause to be distributed to holders of record of Rights Certificates on such record date a new Rights Certificate evidencing, subject to Section 14, the additional Rights to which such holders shall be en

Antidilution Adjustments. A. If the Company MDCV shall at any time hereafter subdivide or combine its outstanding shares of Common Stock, or declare a dividend payable in Common Stock, the exercise price Exercise Price in effect immediately prior to the subdivision, combination, combination or record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in the case of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Shares purchasable upon exercise of this Warrant Warrant, immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price Exercise Price by the exercise price as adjusted after such subdivision, combination, combination or dividend payable in Common Stock and multiplying the result of such division against multiplied by the number of Warrant Shares purchasable upon the exercise of this Warrant immediately preceding such event, so as to achieve an adjusted exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. No adjustment in exercise price shall be required unless such adjustment would require an increase or decrease of at least five ($0.05) in such price; provided, however, that any adjustments which are not required to be so made shall be carried forward and taken into account in any subsequent adjustment. All calculations hereunder shall be made to the nearest cent or to the nearest one-hundredth of a shareShare, as the case may be. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but the Company shall pay a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal to the same fraction of the market price per share of Common Stock on the day of exercise as determined in good faith by the Company. . B. In case of any capital reorganization or any reclassification of the shares of Common Stock of the CompanyMDCV, or in the case of any consolidation with or merger of the Company MDCV into or with another corporationcorporation that is not a wholly-owned subsidiary of MDCV, or the sale of all or substantially all of its assets to another corporationcorporation that is not a wholly-owned subsidiary of MDCV, which is effected in such a manner that the holders of Common Stock shall be entitled to receive stock, securities, securities or assets with respect to or in exchange for Common Stock, then, as a part of such reorganization, reclassification, consolidation, merger, merger or sale, as the case may be, this Warrant shall, at the discretion of the Board of Directors of MDCV, terminate and lawful provision shall be made so that the holder Holder of the Warrant shall have the right thereafter to receive, upon the exercise hereof, receive the kind and amount of shares of stock or other securities or property which the holder Holder would have been entitled to receive if, immediately prior to such reorganization, reclassification, consolidation, merger, merger or sale, the holder Holder had held the number of Warrant Shares which were then purchasable upon the exercise of the Warrant, less a deduction for the exercise price of this Warrant. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the CompanyMDCV) shall be made in the application of the provisions set forth herein with respect to the rights and interest thereafter of the holder Holder of the Warrant, to the end that the provisions set forth herein (including provisions with respect to adjustments adjustment of the exercise price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Warrant. Unless this Warrant shall be so terminated, MDCV shall make provision to ensure that the successor corporation (if other than MDCV) resulting from such consolidation or merger or the corporation purchasing such assets, shall assume by written instrument, the obligation to deliver to such holder such shares of stock, securities or assets as in accordance with the foregoing provisions, such shareholder may be entitled to receive. C. If, for the purpose of reincorporating MDCV in another state, any capital reorganization or other reclassification of the shares of Common Stock, or a consolidation or merger of MDCV into or with another corporation, or the sale of all or substantially all of its assets to another corporation, is effected in such manner that the holders of Common Stock of MDCV shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then, as a part of such reorganization, reclassification, consolidation, merger or sale, as the case may be, lawful provision shall be made so that the Holder of the Warrant shall have the right thereafter to receive the kind and amount of shares of stock or other securities or property which the Holder would have been entitled to receive if, immediately prior to such reorganization, reclassification, consolidation, merger or sale, the Holder had held the number of Shares which were then purchasable upon exercise of the Warrant. MDCV shall not effect any such consolidation, merger or sale unless, prior to the consummation thereof, the successor corporation (if other than MDCV) resulting from such consolidation or merger or the corporation purchasing such assets, shall assume by written instrument, the obligation to deliver to such holder such shares of stock, securities or assets as in accordance with the foregoing provisions such shareholder may be entitled to receive. D. When any adjustment is required to be made in the Exercise Price, initial or adjusted, MDCV shall forthwith determine the new Exercise Price, and (i) prepare and retain on file a statement describing in reasonable detail the method used in arriving at the new exercise price; and (ii) cause a copy of such statement to be mailed to the Holder of the Warrants as of a date within ten (10) days after the date when the circumstances giving rise to the adjustment occurred. E. MDCV will not by amendment of its Articles of Incorporation or through reorganization, consolidation, merger, dissolution or sale of assets, or by any other voluntary act or deed, avoid or seek to avoid the observance or performance of any of the covenants, stipulations or conditions to be observed or performed hereunder by MDCV, but will, at all times in good faith, assist, insofar as it is able, in the carrying out of all provisions hereof and in the taking of all other action which may be necessary in order to protect the rights of the Holder hereof against dilution.

Antidilution Adjustments. If The provisions of this Option are subject to adjustment as provided in this Section 5. (a) The Option Exercise Price shall be adjusted from time to time such that in case the Company shall at hereafter: (i) pay any time hereafter dividends on any class of stock of the Company payable in Common Stock or securities convertible into Common Stock; (ii) subdivide or its then outstanding shares of Common Stock into a greater number of shares; or (iii) combine its outstanding shares of Common Stock, by reclassification or declare a dividend payable otherwise; then, in Common Stockany such event, the exercise price Option Exercise Price in effect immediately prior to such event shall (until adjusted again pursuant hereto) be adjusted immediately after such event to a price (calculated to the subdivisionnearest full cent) determined by dividing (a) the number of shares of Common Stock outstanding immediately prior to such event, combinationmultiplied by the then existing Option Exercise Price, or by (b) the total number of shares of Common Stock outstanding immediately after such event (including the maximum number of shares of Common Stock issuable in respect of any securities convertible into Common Stock), and the resulting quotient shall be the adjusted Option Exercise Price per share. An adjustment made pursuant to this Subsection shall become effective immediately after the record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in the case of combination, a dividend or proportionately decreased, distribution and shall become effective immediately after the effective date in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Shares purchasable upon exercise of this Warrant immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combinationcombination or reclassification. If, as a result of an adjustment made pursuant to this Subsection, the Holder of any Option thereafter surrendered for exercise shall become entitled to receive shares of two or dividend payable in more classes of capital stock or shares of Common Stock and multiplying other capital stock of the result Company, the Board of Directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Option Exercise Price between or among shares of such division against the number classes of Warrant Shares purchasable upon the exercise capital stock or shares of this Warrant immediately preceding such event, so as to achieve an exercise price Common Stock and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such eventother capital stock. All calculations hereunder under this Subsection shall be made to the nearest cent or to the nearest one-hundredth 1/100 of a share, as the case may be. No fractional Warrant Shares are In the event that at any time as a result of an adjustment made pursuant to be issued this Subsection, the holder of any Option thereafter surrendered for exercise shall become entitled to receive any shares of the Company other than shares of Common Stock, thereafter the Option Exercise Price of such other shares so receivable upon the exercise of this Warrant, but the Company any Option shall pay be subject to adjustment from time to time in a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal manner and on terms as nearly equivalent as practicable to the same fraction provisions with respect to Common Stock contained in this Section. (b) Upon each adjustment of the market price per share Option Exercise Price pursuant to Section 4(a) above, the Holder of Common Stock on each Option shall thereafter (until another such adjustment) be entitled to purchase at the day adjusted Option Exercise Price the number of exercise shares, calculated to the nearest full share, obtained by multiplying the number of shares specified in such Option (as determined adjusted as a result of all adjustments in good faith the Option Exercise Price in effect prior to such adjustment) by the Company. Option Exercise Price in effect prior to such adjustment and dividing the product so obtained by the adjusted Option Exercise Price. (c) In case of any capital reorganization consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or in case of any reclassification sale or conveyance to another corporation of the shares of Common Stock property of the CompanyCompany as an entirety or substantially as an entirety, or in the case of any consolidation statutory exchange of securities with or another corporation (including any exchange effected in connection with a merger of a third corporation into the Company into or with another corporationCompany), or the sale of all or substantially all of its assets to another corporation, which is effected in such a manner that the holders of Common Stock there shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, then, as a part no adjustment under Subsection (a) of such reorganization, reclassification, consolidation, merger, or sale, as this Section above but the case may be, lawful provision shall be made so that the holder Holder of the Warrant each Option then outstanding shall have the right thereafter to receive, upon the exercise hereof, convert such Option into the kind and amount of shares of stock or and other securities or and property which the holder he would have owned or have been entitled to receive if, immediately prior to after such reorganization, reclassification, consolidation, merger, or statutory exchange, sale, or conveyance had such Option been converted immediately prior to the holder had held the number effective date of Warrant Shares which were then purchasable upon the exercise of the Warrant. In such consolidation, merger, statutory exchange, sale, or conveyance and in any such case, if necessary, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein in this Section with respect to the rights and interest interests thereafter of the holder any Holders of the WarrantOption, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) in this Section shall thereafter correspondingly be made applicable, as nearly as may reasonably may be, in relation to any shares of stock or and other securities and property thereafter deliverable on the exercise of the Option. The provisions of this Subsection shall similarly apply to successive consolidations, mergers, statutory exchanges, sales or conveyances. (d) Upon any adjustment of the Option Exercise Price, then and in each such case, the Company shall give written notice thereof, by first-class mail, postage prepaid, addressed to the Holder as shown on the books of the Company, which notice shall state the Option Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of shares of Common Stock purchasable at such price upon the exercise of this Option, setting forth in reasonable detail the Warrantmethod of calculation and the facts upon which such calculation is based.

Antidilution Adjustments. If The foregoing provisions are, however, subject to the following: (1) The Warrant Exercise Price shall be subject to adjustment from time to time as hereinafter provided. Upon each adjustment of the Warrant Exercise Price, the Holder shall thereafter be entitled to purchase, at the Warrant Exercise Price resulting from such adjustment, the number of shares obtained by multiplying the Warrant Exercise Price in effect immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment and dividing the product thereof by the Warrant Exercise Price resulting from such adjustment. (2) In case the Company shall at any time hereafter subdivide or combine its divide the outstanding shares of its Common StockStock into a greater number of shares (whether pursuant to a stock split, stock dividend or declare otherwise), and conversely in case the outstanding shares of its common stock shall be combined into a dividend payable in Common Stocksmaller number of shares, the exercise price Warrant Exercise Price in effect immediately prior to the subdivision, combination, such division or record date for such dividend payable in Common Stock combination shall forthwith be proportionately increased, adjusted to reflect the reduction or increase in the case value of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Shares purchasable upon exercise of this Warrant immediately preceding each such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, or dividend payable in Common Stock and multiplying the result of such division against the number of Warrant Shares purchasable upon the exercise of this Warrant immediately preceding such event, so as to achieve an exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. All calculations hereunder shall be made to the nearest cent or to the nearest one-hundredth of a common share, as the case may be. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but the Company shall pay a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal to the same fraction of the market price per share of Common Stock on the day of exercise as determined in good faith by the Company. In case of . (3) If any capital reorganization or any reclassification of the shares of Common Stock capital stock of the Company, or in the case of any consolidation with or merger of the Company into or with another corporation, or the sale of all or substantially all of its assets to another corporation, which is corporation shall be effected in such a manner way that the holders of the Company's Common Stock shall be entitled to receive stock, securities, securities or assets with respect to or in exchange for Common Stocksuch common shares, then, as a part condition of such reorganization, reclassification, consolidation, merger, merger or sale, as the case may be, lawful provision shall be made so that the holder of the Warrant Holder shall have the right thereafter to receive, purchase and receive upon the basis and upon the terms and conditions specified in this Warrant and in lieu of the shares of the common stock of the Company immediately theretofore purchasable and receivable upon the exercise hereofof the rights represented hereby, the kind and amount of such shares of stock or stock, other securities or property which the holder assets as would have been entitled issued or delivered to receive if, immediately the Holder as if it had exercised this Warrant and had received such shares of common stock prior to such reorganization, reclassification, consolidation, mergermerger or sale. The Company shall not effect any such consolidation, merger or sale, unless prior to the holder had held consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed and mailed to the registered Holder of this Warrant at the last address of such Holder appearing on the books of the Company, the obligation to deliver to such Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such Holder may be entitled to purchase. (4) If the Company takes any other action, or if any other event occurs which does not come within the scope of the provisions of Sections 3(1) through 3(3), but which should result in an adjustment in the Warrant Exercise Price and/or the number of shares subject to this Warrant Shares which were then purchasable upon in order to fairly protect the exercise purchase rights of the Warrant. In any such caseHolder, an appropriate adjustment (as determined in good faith by the Board of Directors of the Company) such purchase rights shall be made in by the application Company. (5) Upon any adjustment of the provisions set forth herein with respect Warrant Exercise Price, the Company shall give written notice thereof, by first class mail, postage prepaid, addressed to the rights and interest thereafter of the holder of the Warrant, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Warrant.registered Holder

Antidilution Adjustments. The Purchase Price, the number and kind of securities, cash and other property obtainable upon exercise of each Right and the number of Rights outstanding shall be subject to adjustment from time to time as provided in this Section 11. (i) In the event the Company shall at any time on or after the date of this Agreement (A) pay a dividend or make a distribution on the Common Stock payable in shares of Common Stock, (B) subdivide (by a stock split or otherwise) the outstanding Common Stock into a larger number of shares, (C) combine (by a reverse stock split or otherwise) the outstanding Common Stock into a smaller number of shares, or (D) issue any cash, securities or other property in a reclassification of the Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the surviving corporation), then in each such event the Purchase Price and the redemption price set forth in Section 23, as each is in effect at the time of the record date for such dividend or distribution, or of the effective date of such subdivision, combination or reclassification, shall be proportionately adjusted by multiplying the Purchase Price and such redemption price by a fraction, the numerator of which shall be the total number of shares of Common Stock outstanding immediately prior to the occurrence of such event and the denominator of which shall be the total number of shares of Common Stock outstanding immediately following the occurrence of such event. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii), the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii). (ii) A "Triggering Event" shall be deemed to occur in the event that: (A) any Person shall have become an Acquiring Person and the time period in which the Board of Directors may redeem the Rights pursuant to Section 23(a) shall have expired; or (B) the Board of Directors of the Company shall declare any Person to be an Adverse Person, upon a determination that such Person, alone or together with its Affiliates and Associates, has, at any time after this Agreement has been filed with the Securities and Exchange Commission as an exhibit to a filing under the Exchange Act, become the Beneficial Owner of a number of shares of Common Stock which the Board of Directors of the Company determines to be substantial (which number of shares shall in no event represent less than 10% of the outstanding shares of Common Stock) and a determination by the Board of Directors of the Company, after reasonable inquiry and investigation, including consultation with such persons as such directors shall deem appropriate and consideration of such factors as are permitted by applicable law, that (a) such Beneficial Ownership by such Person is intended to cause the Company to repurchase the shares of Common Stock beneficially owned by such Person or to cause pressure on the Company to take action or enter into a transaction or series of transactions intended to provide such Person with short-term financial gain under circumstances where the Board of Directors determines that the best long- term interests of the Company would not be served by taking such action or entering into such transaction or series of transactions at that time or (b) such Beneficial Ownership is causing or reasonably likely to cause a material adverse impact (including, but not limited to, impairment of relationships with customers or impairment of the Company's ability to maintain its competitive position) on the business or prospects of the Company, on the Company's stockholders, employees, customers or suppliers or on the communities in which the Company operates or is located. Upon each occurrence of a Triggering Event, proper provision shall be made so that each holder of a Right, except as otherwise provided in this Agreement, shall thereafter have the right to receive, upon exercise thereof at the then-current Purchase Price in accordance with the terms of this Agreement, in lieu of the number of Units receivable upon exercise of a Right prior to the occurrence of a Triggering Event, such number of shares of Common Stock as shall equal the result obtained by (x) multiplying the then-current Purchase Price by the then number of one one-tenths of a share of Common Stock for which a Right was then exercisable (without giving effect to such Triggering Event) and (y) dividing that product by 50% of the Current Market Price per share of Common Stock immediately after the first occurrence of a Triggering Event (such number of shares being referred to as the "Adjustment Shares"); provided, however, that if the transaction or event that would otherwise give rise to the foregoing adjustment is also subject to the provisions of Section 13 of this Agreement, then only the provisions of Section 13 of this Agreement shall apply and no adjustment shall be made pursuant to this Section 11(a)(ii). (iii) In lieu of issuing shares of Common Stock in accordance with Section 11(a)(ii) hereof, the Company may, if the Board of Directors of the Company determines that such action is necessary or appropriate and not contrary to the interests of holders of Rights (and, in the event that the number of shares of Common Stock 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 in accordance with the foregoing subparagraph (ii) of this Section 11(a), the Company shall): (A) determine the excess of (1) the value of the Adjustment Shares issuable upon the exercise of a Right (the "Current Value") over (2) the Purchase Price (such excess, the "Spread"), and (B) with respect to each Right, make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) Common Stock or other equity securities of the Company (including, without limitation, shares, or units of shares, of preferred stock which the Board of Directors of the Company has deemed to have the same value as shares of Common Stock (such shares of preferred stock-being referred to as "Common Stock Equivalents")), (4) debt securities of the Company, (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 Board of Directors of the Company based upon the advice of a nationally recognized investment banking firm selected by the Board of Directors of the Company; 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 first occurrence of a Triggering Event, then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, shares of Common Stock (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board of Directors of the Company shall so determine in its sole discretion, the thirty (30) day period set forth above may be extended to the extent necessary, but not more than ninety (90) days after the Triggering Event, in order that the Company may seek stockholder approval for the authorization of such additional shares (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 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 Stock shall be the Current Market Price per share of the Common Stock on the date of the Triggering Event and the value of any "Common Stock Equivalents" shall be deemed conclusively to have the same value as the Common Stock on such date. (b) If the Company shall at any time hereafter subdivide on or combine its outstanding shares after the date of this Agreement fix a record date for the issuance of rights (other than the Rights), options or warrants to holders of Common StockStock entitling them to subscribe for or purchase Common Stock or Equivalent Shares (or securities convertible into Common Stock or Equivalent Shares) at a price per share of Common Stock or Equivalent Shares (or, in the case of a convertible security, having a conversion price per share of Common Stock or declare a dividend payable in Equivalent Shares) less than the Current Market Price per share of Common StockStock on such record date, the exercise price Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to the subdivision, combination, or such record date for such dividend payable in Common Stock by a fraction, the numerator of which shall forthwith be proportionately increased, in the case of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Shares purchasable upon exercise shares of this Warrant immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, or dividend payable in Common Stock and multiplying the result of Equivalent Shares (if any) outstanding on such division against record date, plus the number of Warrant Shares purchasable upon the exercise shares of this Warrant immediately preceding such event, so as to achieve an exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. All calculations hereunder shall be made to the nearest cent Common Stock or to the nearest one-hundredth of a shareEquivalent Shares, as the case may be. No fractional Warrant Shares are to be issued upon , which the aggregate exercise and/or conversion price for the total number of this Warrant, but the Company shall pay a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal to the same fraction of the market price per share shares of Common Stock or Equivalent Shares, as the case may be, which are obtainable upon exercise and/or conversion of such rights, options, warrants or convertible securities would purchase at such Current Market Price, and the denominator of which shall be the number of shares of Common Stock and Equivalent Shares (if any) outstanding on such record date, plus the day number of additional shares of Common Stock or Equivalent Shares, as the case may be, which may be obtained upon exercise and/or conversion of such rights, options, warrants or convertible securities. 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. In case Board of any capital reorganization or any reclassification of the shares of Common Stock Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent. Common Stock and Equivalent Shares owned by or in held for the case of any consolidation with or merger account of the Company into or with another corporation, or any subsidiary of the sale Company shall not be deemed outstanding for the purpose of all or substantially all of its assets to another corporation, which is effected in any such computation. Such adjustment shall be made successively whenever such a manner record date is fixed; and in the event that such rights, options or warrants are not issued following such adjustment, the Purchase Price shall be readjusted to be the Purchase Price which would have been 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 holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving corporation) of securities (other than Common Stock and rights, options or warrants referred to in Section 11(b)), cash (other than a regular periodic cash dividend at an annual rate not in excess of 250% of the annual rate of the cash dividend paid on the Common Stock during the immediately preceding fiscal year), property, evidences of indebtedness, or assets, the Purchase Price to be in effect after such record date shall be entitled to receive stock, securities, or assets with respect to or determined by multiplying the Purchase Price in exchange for Common Stock, then, as a part of such reorganization, reclassification, consolidation, merger, or sale, as the case may be, lawful provision shall be made so that the holder of the Warrant shall have the right thereafter to receive, upon the exercise hereof, the kind and amount of shares of stock or other securities or property which the holder would have been entitled to receive if, effect immediately prior to such reorganization, reclassification, consolidation, merger, or salerecord date by a fraction, the holder had held numerator of which shall be the number Current Market Price per share of Warrant Shares which were then purchasable upon Common Stock on such record date, less the exercise of the Warrant. In any such case, appropriate adjustment fair market value (as determined in good faith by the Board of Directors of the CompanyCompany 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) of such securities, cash, property, evidences of indebtedness or assets to be so distributed in respect of one share of Common Stock, and the denominator of which shall be such Current Market Price per share of Common Stock on such record date. Such adjustments shall be made successively whenever such a record date is fixed; and in the application event that such distribution is not made following such adjustment, the Purchase Price shall be readjusted to be the Purchase Price which would have been in effect if such record date had not been fixed. (d) Except as provided below, no adjustment ill the Purchase Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Purchase 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 share of Common Stock, 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 (i) three 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 Section 13(a) of this Agreement, the holder of any Right thereafter exercised shall become entitled to receive any securities of the Company other than shares of Common Stock, thereafter the number of such other securities so receivable upon exercise of any Right and the Purchase 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 set forth herein with respect to the rights shares of Common Stock contained in this Section 11 and interest thereafter of the holder of the Warrant, to the end that the provisions set forth herein (including provisions of Sections 7, 9, 10, 12, 13 and 14 with respect to adjustments the shares of Common Stock shall apply on like terms to any such other securities. (f) All Rights originally issued by the Company subsequent to any adjustment made to the Purchase Price hereunder shall evidence the right to purchase, at the adjusted Purchase Price, one Unit consisting of that number of fractional shares of Common Stock and a Note in principal amount equal to that fraction of the Current Market Price of the Common Stock on the date of exercise price) shall thereafter be applicableor other securities, as nearly as reasonably may be, in relation to any shares of stock cash or other property thereafter deliverable purchasable from time to time hereunder upon the exercise of the WarrantRights, all subject to further adjustment as provided in this Agreement. (g) Unless the Company shall have exercised its election as provided in Section 11(h), upon each adjustment of the Purchase Price as a result of the calculations made in Sections 11(b) and (c), each Right outstanding immediately prior to the making of such adjustment shall thereafter evidence the right to purchase, at the adjusted Purchase Price, (i) one Unit, consisting of that number of fractional shares of Common Stock (calculated to the nearest ten-thousandth of a share of Common Stock) obtained by (A) multiplying the number of shares of Common Stock covered by a Right immediately prior to adjustment pursuant to this Section 11(g) by the Purchase Price in effect immediately prior to such adjustment of the Purchase Price and (B) dividing the product so obtained by the Purchase Price in effect immediately after such adjustment of the Purchase Price, and (ii) one Note in principal amount equal to that fraction (calculated to the nearest ten-thousandth) of the Current Market Price of the Common Stock on the date of exercise obtained by (A) multiplying Such fraction of the Current Market Price as was applicable immediately prior to the adjustment, by the Purchase Price in effect immediately prior to such adjustment of the Purchase Price, and (B) dividing the product so obtained by the Purchase Pric

Antidilution Adjustments. The Conversion Price in effect at any time and the number and kind of securities purchasable upon the conversion of this Note shall be subject to adjustment from time to time upon the happening of any of the following events: (i) If the Company issues or sells (or, pursuant to paragraph (ii) below, is deemed to have issued or sold) any shares of Common Stock (except as provided in paragraph (v) below) for a consideration per share less than the Conversion Price in effect immediately prior to such issuance or sale, then the Conversion Price, as of the date of such issuance or sale, shall be reduced to a price equal to such consideration per share. (ii) For the purposes of paragraph (i) above, the following subparagraphs (A) to (E), inclusive, shall be applicable: (A) If at any time hereafter subdivide the Company issues or combine its outstanding sells any rights to subscribe for, or any rights or options to purchase, Common Stock or any stock or other securities convertible into or exchangeable for Common Stock (such convertible or exchangeable stock or securities being hereinafter called "CONVERTIBLE SECURITIES"), whether or not such rights or options or the right to convert or exchange any such Convertible Securities is immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such rights or options or upon conversion or exchange of such Convertible Securities (determined by dividing (1) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of such rights or options, plus, in the case of any such rights or options which shall relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (2) the total number of shares of Common Stock, or declare a dividend payable in Common Stock, Stock issuable upon the exercise price of such rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) is less than the Conversion Price in effect immediately prior to the subdivisiontime of the issue or sale of such rights or options, combination, then the total number of shares of Common Stock issuable upon the exercise of such rights or record options or upon conversion or exchange of the total amount of such Convertible Securities issuable upon the exercise of such rights or options shall (as of the date of granting of such rights or options) be deemed to be outstanding and to have been issued for such price per share, and except as provided in paragraph (iv), no further adjustments of the Conversion Price shall be made upon the actual issuance of such Common Stock or of such Convertible Securities, upon the exercise of such rights or options or upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities. (B) If at any time the Company issues or sells any Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (determined by dividing (1) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (2) the total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) is less than the Conversion Price in effect immediately prior to the time of such issuance or sale, then the total number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall (as of the date of the issue or sale of such Convertible Securities) be deemed to be outstanding and to have been issued for such price per share, and, except as provided in paragraph (iv) no further adjustments of the Conversion Price shall be made upon the actual issuance of such Common Stock, upon conversion or exchange of such Convertible Securities. In addition, if any issuance or sale of such Convertible Securities is made upon exercise of any rights to subscribe for or to purchase or any option to purchase any such Convertible Securities for which adjustments of the Conversion Price have been or shall be made pursuant to other provisions of this paragraph (ii), no further adjustment of the Conversion Price shall be made by reason of such issuance or sale. (C) If at any time the Company declares and pays a dividend or makes any other distribution upon the Common Stock payable in Common Stock shall forthwith be proportionately increasedor Convertible Securities, in the case of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Shares purchasable upon exercise of this Warrant immediately preceding any such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, or dividend payable in Common Stock and multiplying the result of such division against the number of Warrant Shares purchasable upon the exercise of this Warrant immediately preceding such event, so as to achieve an exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. All calculations hereunder shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but the Company shall pay a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal to the same fraction of the market price per share of Common Stock on the day of exercise as determined in good faith by the Company. In case of any capital reorganization or any reclassification of the shares of Common Stock of the Company, or in the case of any consolidation with or merger of the Company into or with another corporation, or the sale of all or substantially all of its assets to another corporation, which is effected in such a manner that the holders of Common Stock shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, then, as a part of such reorganization, reclassification, consolidation, merger, or saleConvertible Securities, as the case may be, lawful issuable in payment of such dividend or distribution shall be deemed to have been issued or sold without consideration; provided, that this provision shall not apply to any shares of Common Stock issuable for additional consideration upon conversion of such Convertible Securities. (D) If at any time any shares of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities are issued or sold for cash, the consideration received therefor shall be made so that deemed to be the holder amount received by the Company therefor, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions or discounts paid or allowed by the Company in connection therewith. If any shares of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities are issued or sold for a consideration other than cash, the amount of the Warrant consideration other than cash received by the Company shall have be deemed to be the right thereafter fair value of such consideration as determined by the Board of Directors, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions or discounts paid or allowed by the Company in connection therewith. If any shares of Common Stock or Convertible Securities or any rights or options to receive, upon purchase any such Common Stock or Convertible Securities are issued in connection with any merger of another corporation into the exercise hereofCompany, the kind and amount of shares consideration therefor shall be deemed to be the fair value of stock or other securities or property which the holder would have been entitled to receive if, immediately prior to such reorganization, reclassification, consolidation, merger, or sale, the holder had held the number of Warrant Shares which were then purchasable upon the exercise of the Warrant. In any such case, appropriate adjustment (merged corporation as determined in good faith by the Board of Directors reduced by all cash and other consideration (if any) paid by the Company in connection with such merger. (E) If at any time the Company fails to set a record date of the Companyholders of Common Stock for the purpose of entitling them (1) to receive a dividend or other distribution payable in Common Stock or in Convertible Securities, or (2) to subscribe for or purchase Common Stock or Convertible Securities, then such record date shall be made in deemed to be the application date of the provisions set forth herein with respect to the rights and interest thereafter issuance or sale of the holder shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution or the date of the Warrantgranting of such right of subscription or purchase, as the case may be. (iii) If at any time the Company subdivides its outstanding shares of Common Stock into a greater number of shares, the Conversion Price in effect immediately prior to such subdivision shall be proportionately reduced. If at any time the end that the provisions set forth herein (including provisions with respect to adjustments outstanding shares of Common Stock of the Company are combined into a smaller number of shares, the Conversion Price in effect immediately prior to such combination shall be proportionately increased. (iv) If the purchase or exercise priceprice provided for in any right or option referred to in paragraph (ii) (A), or the rate at which any Convertible Securities referred to in paragraph (ii) (A) or (B) is convertible into or exchangeable for Common Stock, changes or a different purchase or exercise price or rate becomes effective at any time or from time to time, then, upon such change becoming effective, the Conversion Price then in effect hereunder shall thereafter forthwith be applicable, increased or decreased to such Conversion Price as nearly as reasonably may be, would have been in relation to any effect had the adjustments made upon the granting or issuance of such rights or options or Convertible Securities been made upon the basis of (A) the issuance of the number of shares of stock or other property thereafter deliverable Common Stock theretofore actually delivered upon the exercise of such options or rights or upon the Warrantconversion or exchange of such Convertible Securities consideration received therefor and (B) the granting or issuance at the time of such change of any such options, rights or Convertible Securities then still outstanding for the consideration, if any, received by the Company therefor and to be received on the basis of such changed price. (v) The Company shall not be required to make any adjustment to the Conversion Price in the case of: (A) the granting, after the date hereof, by the Company of stock options or stock awards with respect to shares of Common Stock under stock option plans of the Company in existence as of the date hereof and disclosed to Purchaser; (B) the issuance of shares of Common Stock pursuant to the exercise of the options referred to in paragraph (v) (A) above or any other options or other convertible securities outstanding as of the date hereof and disclosed to Purchaser; (C) the issuance of shares of Common Stock pursuant to the exercise of any warrants outstanding on the date hereof and disclosed to Purchaser. (vi) The Company shall give notice to Purchaser of any event or transaction that results in an adjustment in the Conversion Price, within ten business days thereof, at Purchaser's address as it appears on the books of the Company, including a computation of such adjustment and any further information as shall be necessary to confirm the computation of such adjustments.

Antidilution Adjustments. If The Purchase Price and the number and kind of securities covered by each Class B Right and the number of Class B Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event that the Company shall at any time hereafter subdivide or combine its outstanding after the Declaration Date (A) declare and pay a dividend on the Class B Common Stock payable in shares of Class B Common Stock, or declare a dividend payable in (B) subdivide the outstanding Class B Common Stock, (C) combine the exercise price outstanding Class B Common Stock into a smaller number of shares, or (D) issue, change, or alter any of its shares of capital stock in a reclassification or recapitalization (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving Person), except as otherwise provided in this Section 11(a) and Section 7(e) hereof, then, and in each such case, the Purchase Price in effect immediately prior to at the subdivision, combination, or time of the record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in or the case effective time of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Shares purchasable upon exercise of this Warrant immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, reclassification or dividend payable in recapitalization, and the number and kind of shares of capital stock issuable upon exercise of the Class B Rights at such time, shall be proportionately adjusted so that the holder of any Class B Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of Class B Common Stock or other capital stock which, if such Class B Right had been exercised immediately prior to such time at the Purchase Price then in effect and multiplying at a time when the result transfer books for the Class B Common Stock (or other capital stock) of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such division against dividend, subdivision, combination, reclassification or recapitalization. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) hereof, the number of Warrant Shares purchasable upon the exercise of adjustment provided in this Warrant immediately preceding such eventSection 11(a)(i) shall be in addition to, so as to achieve an exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. All calculations hereunder shall be made prior to, any adjustment required pursuant to Section 11(a)(ii) hereof. (ii) In the nearest cent event (A) any Person shall at any time after the Declaration Date become an Acquiring Person; or (B) any Acquiring Person or to any Affiliate of any Acquiring Person, at any time after the nearest one-hundredth of a shareDeclaration Date, as directly or indirectly, shall (1) merge into the case may be. No fractional Warrant Shares are to be issued upon Company or otherwise combine with the exercise of this WarrantCompany, but and the Company shall pay a cash adjustment in respect be the continuing or surviving corporation of such merger or combination and the Class B Common Stock of the Company shall remain outstanding and no shares thereof shall be changed or otherwise transformed into stock or other securities of any fraction other Person or the Company or cash or any other property, (2) in one or more transactions, transfer any assets to the Company in exchange (in whole or in part) for shares of any class of its equity securities or for securities exercisable for or convertible into shares of any such class or otherwise obtain from the Company, with or without consideration, any additional shares of any such class or securities exercisable for or convertible into shares of any such class (other than as part of a share which would pro rata distribution to all holders of such class), (3) sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise be issuable dispose (in one transaction or a series of transactions) to, from or with the Company or any of the Company's Subsidiaries, assets with an amount equal aggregate fair market value in excess of 25% of the assets of the Company and its Subsidiaries determined on a consolidated basis on terms and conditions less favorable to the same fraction Company than the Company would be able to obtain through arm's-length negotiation with an unaffiliated third party, (4) receive any compensation from the Company or any of the market price per share Company's Subsidiaries other than compensation as a director of Common Stock on the day Company or for full-time employment as a regular employee at rates in accordance with the Company's (or such Subsidiary's) past practices, (5) receive the benefit (except proportionately as a stockholder), of exercise as determined in good faith any loans, advances, guarantees, pledges or other financial assistance provided by the Company or any of its Subsidiaries on terms and conditions less favorable to the Company (or such Subsidiary) than the Company would be able to obtain through arm's-length negotiation with an unaffiliated third party or (6) commence a tender or exchange offer for securities of the Company. In case of ; or (C) during such time as there is an Acquiring Person at any capital reorganization or time after the Declaration Date, there shall be any reclassification of securities (including any combination thereof), or recapitalization of the Company, or any merger or consolidation of the Company with any of its Subsidiaries (whether or not with or into or otherwise involving an Acquiring Person or any Affiliate of an Acquiring Person), or any repurchase by the Company or any of its Subsidiaries of shares of the Class B Common Stock of the Company, or in any other class or series of securities issued by the case Company, which reclassification, recapitalization, merger, consolidation or repurchase is effected at a time when a majority of the Board consists of persons who are the Acquiring Person or its Affiliates, or nominees or designees of any consolidation with thereof, which has the effect, directly or merger indirectly, of increasing by more than 1% the proportionate share of the outstanding shares of any class of equity securities or securities exercisable for or convertible into any class of equity securities of the Company into or with another corporation, or the sale of all or substantially all any of its assets to another corporation, Subsidiaries which is effected in such a manner that the holders directly or indirectly owned by an Acquiring Person or any Affiliate of Common Stock shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stockan Acquiring Person, then, as a part in each such case, upon the Close of Business 10 Business Days after the occurrence of such reorganizationevent, reclassification, consolidation, merger, or sale, as the case may be, lawful proper provision shall be made so that the each holder of the Warrant a Class B Right, except as provided in Section 7(e) hereof, shall thereafter have the right thereafter to receive, upon exercise thereof at the Purchase Price in effect at the time of exercise in accordance with the terms of this Agreement, in lieu of one share of Class B Common Stock, such number of shares of Class B Common Stock of the Company as shall equal the result obtained by (x) multiplying an amount equal to the then current Purchase Price by an amount equal to the number of shares of Class B Common Stock for which a Class B Right was or would have been exercisable immediately prior to the first occurrence of any such event whether or not such Class B Right was then exercisable, and (y) dividing that product by 50% of the Current Market Price per share of the Class B Common Stock of the Company (as defined in Section 11(d) hereof) determined as of the date of such first occurrence. (iii) In lieu of issuing whole or fractional shares of Class B Common Stock in accordance with Section 7(c) hereof, the kind and amount Company shall (i) in the event that the number of shares of stock Class B Common Stock which are authorized by the Company's charter but not outstanding or reserved for issuance for purposes other securities or property which than upon exercise of the holder would have been entitled Class B Rights are not sufficient to receive if, immediately prior to such reorganization, reclassification, consolidation, mergerpermit the exercise in full of the Class B Rights in accordance with Section 7(c) hereof, or sale(ii) if a majority of the Board then in office determines that it would be appropriate and not contrary to the interests of the holders of Class B Rights (other than any Acquiring Person or Disqualified Transferee or any Affiliate of the Acquiring Person or Disqualified Transferee), (A) determine an amount, if any, (the holder had held "Excess Amount") equal to the number excess of Warrant Shares which were then purchasable (1) the value (the "Current Value") of the whole or fractional shares of Class B Common Stock issuable upon the exercise of a Class B Right in accordance with Section 7(c) hereof, over (2) the WarrantPurchase Price, and (B) with respect to each Class B Right, (subject to Section 7(e) hereof) make adequate provision to substitute for such whole or fractional shares of Class B Common Stock, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) Class A Common Stock or other equity securities of the Company (including, without limitation, shares or units of preferred stock which the Board has deemed in good faith to have the same value as a share of Class B Common Stock (such shares of equity securities being referred to herein as "Class B Common Stock Equivalents")), (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing (which would include the additional consideration provided to any holder by reducing the Purchase Price) having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board; provided, however, subject to the provisions of Section 9(e), that if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within 30 days following the Close of Business 10 Business Days after the first occurrence of a Common Stock Event described in Section 11(a)(ii) hereof, then the Company shall be obligated to deliver, upon the surrender for exercise of a Class B Right and without requiring payment of the Purchase Price, whole or fractional shares of Class B Common Stock (to the extent available) and then, if necessary, cash, securities, and/or assets which in the aggregate are equal to the Excess Amount. If the Board shall determine in good faith that it is likely that sufficient additional shares of Class B Common Stock or Class B Common Stock Equivalents could be authorized for issuance upon exercise in full of the Class B Rights, the 30-day period set forth above may be extended to the extent necessary, but not more than 90 days following the Close of Business 10 Business Days after the first occurrence of such a Common Stock Event (such 30 day period) as it may be extended to 90 days, is referred to herein as the "Substitution Period"). To the extent that the Company determines that some action is to be taken pursuant to the preceding provisions of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof, that (except as to the form of consideration which shall be determined as appropriate by a majority of the Board then in office) such action shall apply uniformly to all outstanding Class B Rights which shall not have become null and void, and (y) may suspend the exercisability of the Class B Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such provisions and to determine the value thereof. In the event of any such casesuspension, appropriate adjustment the Company shall issue a public announcement stating that the exercisability of the Class B Rights has been temporarily suspended. The Company shall thereafter 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 Class B Common Stock issuable upon exercise of a Class B Right in accordance with Section 7(c) hereof shall be the Current Market Price per share of the Class B Common Stock (as determined in good faith by pursuant to Section 11(d) hereof) on the Board Close of Directors Business 10 Business Days after the date of the Company) first occurrence of such a Common Stock Event and the value of any Class B Common Stock Equivalent shall be made in deemed to be equal to the application Current Market Price per share of the provisions set forth herein with respect to Class B Common Stock on such date. (b) In the rights and interest thereafter event the Company shall, after the Dividend Record Date, fix a record date for the issuance of the holder of the Warrantany options, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) shall thereafter be applicablewarrants, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise rights to all holders of the Warrant.Class B Common Stock entitling them (for a period expiring within 45 calendar days after such record

Antidilution Adjustments. If The Purchase Price and the number and kind of securities covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event that the Company shall at any time hereafter subdivide or combine its outstanding after the Declaration Date (A) declare and pay a dividend on the Preferred Stock payable in shares of Common Preferred Stock, or declare a dividend payable in Common (B) subdivide the outstanding Preferred Stock, (C) combine the exercise price outstanding Preferred Stock into a smaller number of shares, or (D) issue, change, or alter any of its shares of capital stock in a reclassification or recapitalization (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving Person), except as otherwise provided in this Section 11(a) and Section 7(e) hereof, then, and in each such case, the Purchase Price in effect immediately prior to at the subdivision, combination, or time of the record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in or the case effective time of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Shares purchasable upon exercise of this Warrant immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, reclassification or dividend payable recapitalization, and the number and kind of shares of capital stock issuable at such time, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of Preferred Stock or other capital stock which, if such Right had been exercised immediately prior to such time at the Purchase Price then in Common effect and at a time when the transfer books for the Preferred Stock (or other capital stock) of the Company were open, such holder would have owned upon such exercise and multiplying the result been entitled to receive by virtue of such division against dividend, subdivision, combination, reclassification or recapitalization. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) hereof, the number of Warrant Shares purchasable upon the exercise of adjustment provided in this Warrant immediately preceding such eventSection 11(a)(i) shall be in addition to, so as to achieve an exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. All calculations hereunder shall be made prior to, any adjustment required pursuant to Section 11(a)(ii) hereof. (ii) In the nearest cent event (A) any Person shall at any time after the Declaration Date become an Acquiring Person; or (B) any Acquiring Person or to any Affiliate of any Acquiring Person, at any time after the nearest one-hundredth of a shareDeclaration Date, as directly or indirectly, shall (1) merge into the case may be. No fractional Warrant Shares are to be issued upon Company or otherwise combine with the exercise of this WarrantCompany, but and the Company shall pay a cash adjustment in respect be the continuing or surviving corporation of such merger or combination and the Common Stock of the Company shall remain outstanding and no shares thereof shall be changed or otherwise transformed into stock or other securities of any fraction other Person or the Company or cash or any other property, (2) in one or more transactions, transfer any assets to the Company in exchange (in whole or in part) for shares of any class of its equity securities or for securities exercisable for or convertible into shares of any such class or otherwise obtain from the Company, with or without consideration, any additional shares of any such class or securities exercisable for or convertible into shares of any such class (other than as part of a share which would pro rata distribution to all holders of such class), (3) sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise be issuable dispose (in one transaction or a series of transactions) to, from or with the Company or any of the Company's Subsidiaries, assets with an amount equal aggregate fair market value in excess of 25% of the assets of the Company on terms and conditions less favorable to the same fraction Company than the Company would be able to obtain through arm's-length negotiation with an unaffiliated third party, (4) receive any compensation from the Company or any of the market price per share Company's Subsidiaries other than compensation as a director of Common Stock on the day Company or for full-time employment as a regular employee at rates in accordance with the Company's (or such Subsidiary's) past practices, (5) receive the benefit (except proportionately as a stockholder) of exercise as determined in good faith any loans, advances, guarantees, pledges or other financial assistance provided by the Company or any of its Subsidiaries on terms and conditions less favorable to the Company than the Company would be able to obtain through arm's-length negotiation with an unaffiliated third party or (6) commence a tender or exchange offer for securities of the Company. In case of ; or (C) during such time as there is an Acquiring Person at any capital reorganization or time after the Declaration Date, there shall be any reclassification of securities (including any combination thereof), or recapitalization of the Company, or any merger or consolidation of the Company with any of its Subsidiaries, or any repurchase by the Company or any of its Subsidiaries of shares of the Common Stock of the Company, or in any other class or series of securities issued by the case Company, which reclassification, recapitalization, merger or consolidation or repurchase is effected at a time when a majority of any consolidation with or merger the Board of Directors of the Company consists of persons who are the Acquiring Person or its Affiliates, nominees or designees thereof (whether or not with or into or with another corporationotherwise involving an Acquiring Person or any Affiliate of an Acquiring Person), which has the effect, directly or indirectly, of increasing by more than 1% the sale proportionate share of all the outstanding shares of any class of equity securities or substantially all securities exercisable for or convertible into any class of equity securities of the Company or any of its assets to another corporation, Subsidiaries which is effected in such a manner that the holders directly or indirectly owned by an Acquiring Person or any Affiliate of Common Stock shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, an Acquiring Person then, as a part in each such case, upon the Close of Business 15 Business Days after the occurrence of such reorganizationevent, reclassification, consolidation, merger, or sale, as the case may be, lawful proper provision shall be made so that the each holder of the Warrant a Right, except as provided in Section 7(e) hereof, shall thereafter have the right thereafter to receive, upon exercise thereof at the Purchase Price in effect at the time of exercise in accordance with the terms of this Agreement, in lieu of a number of one one-hundredths of a share of Preferred Stock, such number of shares of Common Stock of the Company as shall equal the result obtained by (x) multiplying an amount equal to the then current Purchase Price by an amount equal to the number of one one-hundredths of a share of Preferred Stock for which a Right was or would have been exercisable immediately prior to the first occurrence of any such event whether or not such Right was then exercisable, and (y) dividing that product by 50% of the Current Market Price per share of the Common Stock of the Company (as defined in Section 11(d) hereof) determined as of the date of such first occurrence. (iii) In lieu of issuing whole or fractional shares of Common Stock in accordance with Section 7(c) hereof, the kind and amount Company shall (i) in the event that the number of shares of stock Common Stock which are authorized by the Company's charter 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 in accordance with Section 7(c) hereof, or (ii) if a majority of the Board determines that it would be appropriate and not contrary to the interests of the holders of Rights (other than any Acquiring Person or Disqualified Transferee or any Affiliate of the Acquiring Person or Disqualified Transferee), (A) determine an amount, if any, (the "Excess Amount") equal to the excess of (1) the value (the "Current Value") of the whole or fractional shares of Preferred Stock (or Common Stock) issuable upon the exercise of a Right in accordance with Section 7(c) hereof, over (2) the Purchase Price, and (B) with respect to each Right, (subject to Section 7(e) hereof) make adequate provision to substitute for such whole or fractional shares of Preferred Stock (or Common Stock), upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) Common Stock or other equity securities of the Company (including, without limitation, shares or property units of Preferred Stock or preferred stock which the Board has deemed in good faith to have the same value as a share of Common Stock (such shares of preferred stock being referred to herein as "Common Stock Equivalents")), (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing (which would include the additional consideration provided to any holder would by reducing the Purchase Price) having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board; provided, however, subject to the provisions -------- ------- of Section 9(e), that if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within 30 days following the Close of Business 15 Business Days after the first occurrence of a Common Stock Event described in Section 11(a)(ii) hereof, then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, whole or fractional shares of Preferred Stock (or Common Stock) (to the extent available) and then, if necessary, cash, securities, and/or assets which in the aggregate are equal to the Excess Amount. If the Board shall determine in good faith that it is likely that sufficient additional shares of Common Stock or Common Stock Equivalents could be authorized for issuance upon exercise in full of the Rights, the 30-day period set forth above may be extended to the extent necessary, but not more than 90 days following the Close of Business 15 Business Days after the first occurrence of such a Common Stock Event (such 30 day period) as it may be extended to 90 days, is referred to herein as the "Substitution Period"). To the extent that the Company determines that some action is to be taken pursuant to the preceding provisions of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof, that (except as to the form of consideration which shall be determined as appropriate by a majority of the Board) such action shall apply uniformly to all outstanding Rights which shall not have become null and void, 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 and/or to decide the appropriate form of distribution to be made pursuant to such provisions 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 entitled temporarily suspended. The Company shall thereafter 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 Stock issuable upon exercise of a Right in accordance with Section 7(c) hereof shall be the Current Market Price per share of the Common Stock (as determined pursuant to receive ifSection 11(d) hereof) on the Close of Business 15 Business Days after the date of the first occurrence of such a Common Stock Event and the value of any Common Stock Equivalent shall be deemed to be equal to the Current Market Price per share of the Common Stock on such date. (b) In the event the Company shall, after the Dividend Record Date, fix a record date for the issuance of any options, warrants, or other rights to all holders of Preferred Stock entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase (i) Preferred Stock or (ii) shares having the same rights, privileges and preferences as the shares of any number of one one-hundredths of a share of Preferred Stock ("Equivalent Preferred Stock") or (iii) securities convertible into Preferred Stock or Equivalent Preferred Stock at a price per share of Preferred Stock or Equivalent Preferred Stock (or having a conversion price per share of Common Stock, if a security is convertible into Preferred Stock or Equivalent Preferred Stock) less than the Current Market Price per share of Preferred Stock (determined in accordance with Section 11(d) hereof) determined as of such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such reorganization, reclassification, consolidation, merger, or salerecord date by a fraction, the holder had held numerator of which shall be the number of Warrant Shares shares of Preferred Stock outstanding on such record date plus the number of shares of Preferred Stock and/or Equivalent Preferred Stock which were then purchasable upon the exercise aggregate minimum offering price of the Warranttotal number of shares of one one-hundredths of a share of Preferred Stock and/or Equivalent Preferred Stock so to be offered (and/or the aggregate minimum conversion price of such convertible securities so to be offered) would purchase at such Current Market Price, and the denominator of which shall be the number of shares of Preferred Stock outstanding on such record date plus the maximum number of additional shares of Preferred Stock and/or Equivalent Preferred Stock to be offered for subscription or purchase (or the maximum number of shares into which such convertible securities so to be offered are convertible). In any case such casesubscription price may be paid by delivery of consideration part or all of which shall be in a form other than cash, appropriate adjustment (for purposes of this Section 11(b) the value of such consideration shall be the fair market value thereof as determined in good faith by the Board (which determination shall be described in an Officers' Certificate filed with the Rights Agent). Shares of Directors Preferred Stock owned by or held for the account of the Company) 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 application event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed (subject, however, to such other adjustments as are provided herein). (c) In the event that the Company shall, after the Dividend Record Date, fix a record date for the making of a distribution to all holders of Preferred Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving or continuing Person) of evidences of indebtedness, cash (other than cash dividends paid out of the provisions set forth herein with respect to the rights and interest thereafter earnings or retained earnings of the holder Company and its Subsidiaries determined on a consolidated basis in accordance with generally accepted accounting principles consistently applied), other property (other than a dividend payable in a number of one one-hundredths of a share of Preferred Stock, but including any dividend payable in capital stock other than Preferred Stock), or subscription rights or warrants (excluding those referred to in Section 11(b) hereof), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, of which the numerator shall be the Current Market Price per share of Preferred Stock (as defined in Section 11(d) hereof) determined as of such record date, less the sum of that portion of cash plus the fair market value, as ---- determined in good faith by the Board (which determination shall be described in an Officers' Certificate filed with the Rights Agent) of that portion of such evidences of indebtedness, such other property, and/or such subscription rights or warrants applicable to one share of Common Stock and of which the denominator shall be such Current Market Price per share of the WarrantPreferred Stock. Such adjustments shall be made successively whenever such a record date is fixed; and in the event such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed (subject, however, to such other adjustments as are provided herein). (d) For purposes of any computation pursuant to Section 11(a)(iii) hereof, the end that "Current Market Price" per share (or unit) of any security on any date shall be deemed to be the provisions set forth herein (including provisions with respect to adjustments average of the exercise price) shall thereafter be applicabledaily Closing Price of such security for the 10 consecutive Trading Days immediately after such date and for the purpose of any other computation hereunder, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Warrant.the

Antidilution Adjustments. If The Purchase Price and the number and kind of securities covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event that the Company shall at any time hereafter subdivide or combine its outstanding after the Declaration Date (A) declare and pay a dividend on the Preferred Stock payable in shares of Common Preferred Stock, or declare a dividend payable in Common (B) subdivide the outstanding Preferred Stock, (C) combine the exercise price outstanding Preferred Stock into a smaller number of shares, or (D) issue, change, or alter any of its shares of capital stock in a reclassification or recapitalization (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving Person), except as otherwise provided in this Section 11(a) and Section 7(e) hereof, then, and in each such case, the Purchase Price in effect immediately prior to at the subdivision, combination, or time of the record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in or the case effective time of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Shares purchasable upon exercise of this Warrant immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, reclassification or dividend payable recapitalization, and the number and kind of shares of capital stock issuable upon exercise of the Rights at such time, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of Preferred Stock or other capital stock which, if such Right had been exercised immediately prior to such time at the Purchase Price then in Common effect and at a time when the transfer books for the Preferred Stock (or other capital stock) of the Company were open, such holder would have owned upon such exercise and multiplying the result been entitled to receive by virtue of such division against dividend, subdivision, combination, reclassification or recapitalization. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) hereof, the number of Warrant Shares purchasable upon the exercise of adjustment provided in this Warrant immediately preceding such eventSection 11(a)(i) shall be in addition to, so as to achieve an exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. All calculations hereunder shall be made prior to, any adjustment required pursuant to Section 11(a)(ii) hereof. (ii) In the nearest cent event (A) any Person shall at any time after the Declaration Date become an Acquiring Person; or (B) any Acquiring Person or to any Affiliate of any Acquiring Person, at any time after the nearest one-hundredth of a shareDeclaration Date, as directly or indirectly, shall (1) merge into the case may be. No fractional Warrant Shares are to be issued upon Company or otherwise combine with the exercise of this WarrantCompany, but and the Company shall pay a cash adjustment in respect be the continuing or surviving corporation of such merger or combination and the Common Stock of the Company shall remain outstanding and no shares thereof shall be changed or otherwise transformed into stock or other securities of any fraction other Person or the Company or cash or any other property, (2) in one or more transactions, transfer any assets to the Company in exchange (in whole or in part) for shares of any class of its equity securities or for securities exercisable for or convertible into shares of any such class or otherwise obtain from the Company, with or without consideration, any additional shares of any such class or securities exercisable for or convertible into shares of any such class (other than as part of a share which would pro rata distribution to all holders of such class), (3) sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise be issuable dispose (in one transaction or a series of transactions) to, from or with the Company or any of the Company's Subsidiaries, assets with an amount equal aggregate fair market value in excess of 25% of the assets of the Company and its Subsidiaries determined on a consolidated basis on terms and conditions less favorable to the same fraction Company than the Company would be able to obtain through arm's-length negotiation with an unaffiliated third party, (4) receive any compensation from the Company or any of the market price per share Company's Subsidiaries other than compensation as a director of Common Stock on the day Company or for full-time employment as a regular employee at rates in accordance with the Company's (or such Subsidiary's) past practices, (5) receive the benefit (except proportionately as a stockholder), of exercise as determined in good faith any loans, advances, guarantees, pledges or other financial assistance provided by the Company or any of its Subsidiaries on terms and conditions less favorable to the Company (or such Subsidiary) than the Company would be able to obtain through arm's-length negotiation with an unaffiliated third party or (6) commence a tender or exchange offer for securities of the Company. In case of ; or (C) during such time as there is an Acquiring Person at any capital reorganization or time after the Declaration Date, there shall be any reclassification of securities (including any combination thereof), or recapitalization of the Company, or any merger or consolidation of the Company with any of its Subsidiaries (whether or not with or into or otherwise involving an Acquiring Person or any Affiliate of an Acquiring Person), or any repurchase by the Company or any of its Subsidiaries of shares of the Common Stock of the Company, or in any other class or series of securities issued by the case Company, which reclassification, recapitalization, merger, consolidation or repurchase is effected at a time when a majority of the Board consists of persons who are the Acquiring Person or its Affiliates, or nominees or designees of any consolidation with thereof, which has the effect, directly or merger indirectly, of increasing by more than 1% the proportionate share of the outstanding shares of any class of equity securities or securities exercisable for or convertible into any class of equity securities of the Company into or any of its Subsidiaries which is directly or indirectly owned by an Acquiring Person or any Affiliate of an Acquiring Person thousandths of a share of Preferred Stock, such number of shares of Common Stock of the Company as shall equal the result obtained by (x) multiplying an amount equal to the then current Purchase Price by an amount equal to the number of one one-thousandths of a share of Preferred Stock for which a Right was or would have been exercisable immediately prior to the first occurrence of any such event whether or not such Right was then exercisable, and (y) dividing that product by 50% of the Current Market Price per share of the Common Stock of the Company (as defined in Section 11(d) hereof) determined as of the date of such first occurrence. (iii) In lieu of issuing whole or fractional shares of Common Stock in accordance with another corporationSection 7(c) hereof, the Company shall (i) in the event that the number of shares of Common Stock which are authorized by the Company's charter 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 in accordance with Section 7(c) hereof, or (ii) if a majority of the sale Board determines that it would be appropriate and not contrary to the interests of all or substantially all of its assets to another corporation, which is effected in such a manner that the holders of Rights (other than any Acquiring Person or Disqualified Transferee or any Affiliate of the Acquiring Person or Disqualified Transferee), (A) determine an amount, if any, (the "Excess Amount") equal to the excess of (1) the value (the "Current Value") of the whole or fractional shares of Preferred Stock (or Common Stock) issuable upon the exercise of a Right in accordance with Section 7(c) hereof, over (2) the Purchase Price, and (B) with respect to each Right, (subject to Section 7(e) hereof) make adequate provision to substitute for such whole or fractional shares of Preferred Stock (or Common Stock), upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) Common Stock or other equity securities of the Company (including, without limitation, shares or units of Preferred Stock or preferred stock which the Board has deemed in good faith to have the same value as a share of Common Stock (such shares of preferred stock being referred to herein as "Common Stock Equivalents")), (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing (which would include the additional consideration provided to any holder by reducing the Purchase Price) having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board; PROVIDED, HOWEVER, subject to the provisions of Section 9(e) hereof, that if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within 30 days following the Close of Business 10 Business Days after the first occurrence of a Common Stock Event described in Section 11(a)(ii) hereof, then the Company shall be entitled obligated to receive stockdeliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, whole or fractional shares of Preferred Stock (or Common Stock) (to the extent available) and then, if necessary, cash, securities, and/or assets which in the aggregate are equal to the Excess Amount. If the Board shall determine in good faith that it is likely that sufficient additional shares of Common Stock or assets Common Stock Equivalents could be authorized for issuance upon exercise in full of the Rights, the 30-day period set forth above may be extended to the extent necessary, but not more than 90 days following the Close of Business 10 Business Days after the first occurrence of such a Common Stock Event (such 30 day period) as it may be extended to 90 days, is referred to herein as the "Substitution Period"). To the extent that the Company determines that some action is to be taken pursuant to the preceding provisions of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof, that (except as to the form of consideration which shall be determined as appropriate by a majority of the Board) such action shall apply uniformly to all outstanding Rights which shall not have become null and void, 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 and/or to decide the appropriate form of distribution to be made pursuant to such provisions 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. The Company shall thereafter 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 Stock issuable upon exercise of a Right in accordance with respect Section 7(c) hereof shall be the Current Market Price per share of the Common Stock (as determined pursuant to Section 11(d) hereof) on the Close of Business 10 Business Days after the date of the first occurrence of such a Common Stock Event and the value of any Common Stock Equivalent shall be deemed to be equal to the Current Market Price per share of the Common Stock on such date. (b) In the event the Company shall, after the Dividend Record Date, fix a record date for the issuance of any options, warrants, or in exchange other rights to all holders of Preferred Stock entitling them (for Common a period expiring within 45 calendar days after such record date) to subscribe for or purchase (i) Preferred Stock or (ii) shares having the same rights, privileges and preferences as the shares of any number of one one-thousandths of a share of Preferred Stock ("Equivalent Preferred Stock") or (iii) securities convertible into Preferred Stock or Equivalent Preferred Stock at a price per share of Preferred Stock or Equivalent Preferred Stock (or having a conversion price per share of Preferred Stock or Equivalent Preferred Stock, then, if a security is convertible into Preferred Stock or Equivalent Preferred Stock) less than the Current Market Price per share of Preferred Stock (determined in accordance with Section 11(d) hereof) determined as a part of such reorganizationrecord date, reclassification, consolidation, merger, or sale, as the case may be, lawful provision Purchase Price to be in effect after such record date shall be made so that determined by multiplying the holder of the Warrant shall have the right thereafter to receive, upon the exercise hereof, the kind and amount of shares of stock or other securities or property which the holder would have been entitled to receive if, Purchase Price in effect immediately prior to such reorganization, reclassification, consolidation, merger, or salerecord date by a fraction, the holder had held numerator of which shall be the number of Warrant Shares shares of Preferred Stock outstanding on such record date plus the number of shares of Preferred Stock and/or Equivalent Preferred Stock which were then purchasable upon the exercise aggregate minimum offering price of the Warranttotal number of shares of one one-thousandths of a share of Preferred Stock and/or Equivalent Preferred Stock so to be offered (and/or the aggregate minimum conversion price of such convertible securities so to be offered) would purchase at such Current Market Price, and the denominator of which shall be the number of shares of Preferred Stock outstanding on such record date plus the maximum number of additional shares of Preferred Stock and/or Equivalent Preferred Stock to be offered for subscription or purchase (or the maximum number of shares into which such convertible securities so to be offered are convertible). In any case such casesubscription price may be paid by delivery of consideration part or all of which shall be in a form other than cash, appropriate adjustment (for purposes of this Section 11(b) the value of such consideration shall be the fair market value thereof as determined in good faith by the Board (which determination shall be described in an Officers' Certificate filed with the Rights Agent). Shares of Directors Preferred Stock owned by or held for the account of the Company) 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 application event that such options, warrants or other rights are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed (subject, however, to such other adjustments as are provided herein). (c) In the event that the Company shall, after the Dividend Record Date, fix a record date for the making of a distribution to all holders of Preferred Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving or continuing Person) of evidences of indebtedness, cash (other than cash dividends paid out of the provisions set forth herein with respect to the rights and interest thereafter earnings or retained earnings of the holder Company and its Subsidiaries determined on a consolidated basis in accordance with generally accepted accounting principles consistently applied), other property (other than a dividend payable in a number of one one-thousandths of a share of Preferred Stock, but including any dividend payable in capital stock other than Preferred Stock), or subscription rights or warrants (excluding those referred to in Section 11(b) hereof), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, of which the numerator shall be (i) the Current Market Price per share of Preferred Stock (as defined in Section 11(d) hereof) determined as of such record date, LESS (ii) the sum of (A) that portion of cash plus (B) the fair market value, as determined in good faith by the Board (which determination shall be described in an Officers' Certificate filed with the Rights Agent) of that portion of such evidences of indebtedness, such other property, and/or such subscription rights or warrants applicable to one share of Preferred Stock and of which the denominator shall be such Current Market Price per share of the WarrantPreferred Stock. Such adjustments shall be made successively whenever such a record date is fixed; and in the event such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed (subject, however, to such other adjustments as are provided herein). (d) For purposes of any computation pursuant to Section 11(a)(iii) hereof, the end "Current Market Price" per share (or unit) of any security on any date shall be deemed to be the average of the daily Closing Price of such security for the 10 consecutive Trading Days immediately after such date, and for the purpose of any other computation hereunder, the "Current Market Price" per share (or unit) of any security on any date shall be deemed to be the average of the daily Closing Price of such security for the 20 consecutive Trading Days immediately prior to such date; PROVIDED, HOWEVER, that in the event that the provisions set forth herein (including provisions with respect to adjustments Current Market Price per share of such security is determined during a period following the exercise price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon announcement by the exercise of the Warrant.

Antidilution Adjustments. If The Purchase Price and the number and kind of securities covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event that the Company shall at any time hereafter subdivide or combine its outstanding after the Declaration Date (A) declare and pay a dividend on the Preferred Stock payable in shares of Common Preferred Stock, or declare a dividend payable in Common (B) subdivide the outstanding Preferred Stock, (C) combine the exercise price outstanding Preferred Stock into a smaller number of shares, or (D) issue, change, or alter any of its shares of capital stock in a reclassification or recapitalization (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving Person), except as otherwise provided in this Section 11(a) and Section 7(e) hereof, then, and in each such case, the Purchase Price in effect immediately prior to at the subdivision, combination, or time of the record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in or the case effective time of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Shares purchasable upon exercise of this Warrant immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, reclassification or dividend payable recapitalization, and the number and kind of shares of capital stock issuable upon exercise of the Rights at such time, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of Preferred Stock or other capital stock which, if such Right had been exercised immediately prior to such time at the Purchase Price then in Common effect and at a time when the transfer books for the Preferred Stock (or other capital stock) of the Company were open, such holder would have owned upon such exercise and multiplying the result been entitled to receive by virtue of such division against dividend, subdivision, combination, reclassification or recapitalization. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) hereof, the number of Warrant Shares purchasable upon the exercise of adjustment provided in this Warrant immediately preceding such eventSection 11(a)(i) shall be in addition to, so as to achieve an exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. All calculations hereunder shall be made prior to, any adjustment required pursuant to Section 11(a)(ii) hereof. (ii) In the nearest cent event (A) any Person shall at any time after the Declaration Date become an Acquiring Person; or (B) any Acquiring Person or to any Affiliate of any Acquiring Person, at any time after the nearest one-hundredth of a shareDeclaration Date, as directly or indirectly, shall (1) merge into the case may be. No fractional Warrant Shares are to be issued upon Company or otherwise combine with the exercise of this WarrantCompany, but and the Company shall pay a cash adjustment in respect be the continuing or surviving corporation of such merger or combination and the Common Stock of the Company shall remain outstanding and no shares thereof shall be changed or otherwise transformed into stock or other securities of any fraction other Person or the Company or cash or any other property, (2) in one or more transactions, transfer any assets to the Company in exchange (in whole or in part) for shares of any class of its equity securities or for securities exercisable for or convertible into shares of any such class or otherwise obtain from the Company, with or without consideration, any additional shares of any such class or securities exercisable for or convertible into shares of any such class (other than as part of a share which would pro rata distribution to all holders of such class), (3) sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise be issuable dispose (in one transaction or a series of transactions) to, from or with the Company or any of the Company's Subsidiaries, assets with an amount equal aggregate fair market value in excess of 25% of the assets of the Company and its Subsidiaries determined on a consolidated basis on terms and conditions less favorable to the same fraction Company than the Company would be able to obtain through arm's-length negotiation with an unaffiliated third party, (4) receive any compensation from the Company or any of the market price per share Company's Subsidiaries other than compensation as a director of Common Stock on the day Company or for full-time employment as a regular employee at rates in accordance with the Company's (or such Subsidiary's) past practices, (5) receive the benefit (except proportionately as a stockholder), of exercise as determined in good faith any loans, advances, guarantees, pledges or other financial assistance provided by the Company or any of its Subsidiaries on terms and conditions less favorable to the Company (or such Subsidiary) than the Company would be able to obtain through arm's-length negotiation with an unaffiliated third party or (6) commence a tender or exchange offer for securities of the Company. In case of ; or (C) during such time as there is an Acquiring Person at any capital reorganization or time after the Declaration Date, there shall be any reclassification of securities (including any combination thereof), or recapitalization of the Company, or any merger or consolidation of the Company with any of its Subsidiaries (whether or not with or into or otherwise involving an Acquiring Person or any Affiliate of an Acquiring Person), or any repurchase by the Company or any of its Subsidiaries of shares of the Common Stock of the Company, or in any other class or series of securities issued by the case Company, which reclassification, recapitalization, merger, consolidation or repurchase is effected at a time when a majority of the Board consists of persons who are the Acquiring Person or its Affiliates, or nominees or designees of any consolidation with thereof, which has the effect, directly or merger indirectly, of increasing by more than 1% the proportionate share of the outstanding shares of any class of equity securities or securities exercisable for or convertible into any class of equity securities of the Company into or with another corporation, or the sale of all or substantially all any of its assets to another corporation, Subsidiaries which is effected in such a manner that the holders directly or indirectly owned by an Acquiring Person or any Affiliate of Common Stock shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, an Acquiring Person; then, as a part in each such case, upon the Close of Business 10 Business Days after the occurrence of such reorganizationevent, reclassification, consolidation, merger, or sale, as the case may be, lawful proper provision shall be made so that the each holder of the Warrant a Right, except as provided in Section 7(e) hereof, shall thereafter have the right thereafter to receive, upon exercise thereof at the Purchase Price in effect at the time of exercise in accordance with the terms of this Agreement, in lieu of a number of one one-thousandths of a share of Preferred Stock, such number of shares of Common Stock of the Company as shall equal the result obtained by (x) multiplying an amount equal to the then current Purchase Price by an amount equal to the number of one one- thousandths of a share of Preferred Stock for which a Right was or would have been exercisable immediately prior to the first occurrence of any such event whether or not such Right was then exercisable, and (y) dividing that product by 50% of the Current Market Price per share of the Common Stock of the Company (as defined in Section 11(d) hereof) determined as of the date of such first occurrence. (iii) In lieu of issuing whole or fractional shares of Common Stock in accordance with Section 7(c) hereof, the kind and amount Company shall (i) in the event that the number of shares of stock Common Stock which are authorized by the Company's charter 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 in accordance with Section 7(c) hereof, or (ii) if a majority of the Board determines that it would be appropriate and not contrary to the interests of the holders of Rights (other than any Acquiring Person or Disqualified Transferee or any Affiliate of the Acquiring Person or Disqualified Transferee), (A) determine an amount, if any, (the "Excess Amount") equal to the excess of (1) the value (the "Current Value") of the whole or fractional shares of Preferred Stock (or Common Stock) issuable upon the exercise of a Right in accordance with Section 7(c) hereof, over (2) the Purchase Price, and (B) with respect to each Right, (subject to Section 7(e) hereof) make adequate provision to substitute for such whole or fractional shares of Preferred Stock (or Common Stock), upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) Common Stock or other equity securities of the Company (including, without limitation, shares or property units of Preferred Stock or preferred stock which the Board has deemed in good faith to have the same value as a share of Common Stock (such shares of preferred stock being referred to herein as "Common Stock Equivalents")), (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing (which would include the additional consideration provided to any holder would by reducing the Purchase Price) having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board; provided, however, subject to the -------- ------- provisions of Section 9(e) hereof, that if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within 30 days following the Close of Business 10 Business Days after the first occurrence of a Common Stock Event described in Section 11(a)(ii) hereof, then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, whole or fractional shares of Preferred Stock (or Common Stock) (to the extent available) and then, if necessary, cash, securities, and/or assets which in the aggregate are equal to the Excess Amount. If the Board shall determine in good faith that it is likely that sufficient additional shares of Common Stock or Common Stock Equivalents could be authorized for issuance upon exercise in full of the Rights, the 30-day period set forth above may be extended to the extent necessary, but not more than 90 days following the Close of Business 10 Business Days after the first occurrence of such a Common Stock Event (such 30 day period) as it may be extended to 90 days, is referred to herein as the "Substitution Period"). To the extent that the Company determines that some action is to be taken pursuant to the preceding provisions of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof, that (except as to the form of consideration which shall be determined as appropriate by a majority of the Board) such action shall apply uniformly to all outstanding Rights which shall not have become null and void, 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 and/or to decide the appropriate form of distribution to be made pursuant to such provisions 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 entitled temporarily suspended. The Company shall thereafter 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 Stock issuable upon exercise of a Right in accordance with Section 7(c) hereof shall be the Current Market Price per share of the Common Stock (as determined pursuant to receive ifSection 11(d) hereof) on the Close of Business 10 Business Days after the date of the first occurrence of such a Common Stock Event and the value of any Common Stock Equivalent shall be deemed to be equal to the Current Market Price per share of the Common Stock on such date. (b) In the event the Company shall, after the Dividend Record Date, fix a record date for the issuance of any options, warrants, or other rights to all holders of Preferred Stock entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or (i) Preferred Stock or (ii) shares having the same rights, privileges and preferences as the shares of any number of one one- thousandths of a share of Preferred Stock ("Equivalent Preferred Stock") or (iii) securities convertible into Preferred Stock or Equivalent Preferred Stock at a price per share of Preferred Stock or Equivalent Preferred Stock (or having a conversion price per share of Preferred Stock or Equivalent Preferred Stock, if a security is convertible into Preferred Stock or Equivalent Preferred Stock) less than the Current Market Price per share of Preferred Stock (determined in accordance with Section 11(d) hereof) determined as of such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such reorganization, reclassification, consolidation, merger, or salerecord date by a fraction, the holder had held numerator of which shall be the number of Warrant Shares shares of Preferred Stock outstanding on such record date plus the number of shares of Preferred Stock and/or Equivalent Preferred Stock which were then purchasable upon the exercise aggregate minimum offering price of the Warranttotal number of shares of one one-thousandths of a share of Preferred Stock and/or Equivalent Preferred Stock so to be offered (and/or the aggregate minimum conversion price of such convertible securities so to be offered) would purchase at such Current Market Price, and the denominator of which shall be the number of shares of Preferred Stock outstanding on such record date plus the maximum number of additional shares of Preferred Stock and/or Equivalent Preferred Stock to be offered for subscription or purchase (or the maximum number of shares into which such convertible securities so to be offered are convertible). In any case such casesubscription price may be paid by delivery of consideration part or all of which shall be in a form other than cash, appropriate adjustment (for purposes of this Section 11(b) the value of such consideration shall be the fair market value thereof as determined in good faith by the Board (which determination shall be described in an Officers' Certificate filed with the Rights Agent). Shares of Directors Preferred Stock owned by or held for the account of the Company) 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 application event that such options, warrants or other rights are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed (subject, however, to such other adjustments as are provided herein). (c) In the event that the Company shall, after the Dividend Record Date, fix a record date for the making of a distribution to all holders of Preferred Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving or continuing Person) of evidences of indebtedness, cash (other than cash dividends paid out of the provisions set forth herein with respect to the rights and interest thereafter earnings or retained earnings of the holder Company and its Subsidiaries determined on a consolidated basis in accordance with generally accepted accounting principles consistently applied), other property (other than a dividend payable in a number of one one-thousandths of a share of Preferred Stock, but including any dividend payable in capital stock other than Preferred Stock), or subscription rights or warrants (excluding those referred to in Section 11(b) hereof), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, of which the numerator shall be (i) the Current Market Price per share of Preferred Stock (as defined in Section 11(d) hereof) determined as of such record date, less (ii) the sum of (A) that ---- portion of cash plus (B) the fair market value, as determined in good faith by the Board (which determination shall be described in an Officers' Certificate filed with the Rights Agent) of that portion of such evidences of indebtedness, such other property, and/or such subscription rights or warrants applicable to one share of Preferred Stock and of which the denominator shall be such Current Market Price per share of the WarrantPreferred Stock. Such adjustments shall be made successively whenever such a record date is fixed; and in the event such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed (subject, however, to such other adjustments as are provided herein). (d) For purposes of any computation pursuant to Section 11(a)(iii) hereof, the end that "Current Market Price" per share (or unit) of any security on any date shall be deemed to be the provisions set forth herein (including provisions with respect to adjustments average of the exercise price) shall thereafter be applicabledaily Closing Price of such security for the 10 consecutive Trading Days immediately after such date, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Warrant.and for

Antidilution Adjustments. If The Purchase Price and the number and kind of securities covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event that the Company shall at any time hereafter subdivide or combine its outstanding after the Declaration Date (A) declare and pay a dividend on the Preferred Stock payable in shares of Common Preferred Stock, or declare a dividend payable in Common (B) subdivide the outstanding Preferred Stock, (C) combine the exercise price outstanding Preferred Stock into a smaller number of shares, or (D) issue, change, or alter any of its shares of capital stock in a reclassification or recapitalization (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving Person), except as otherwise provided in this Section 11(a) and Section 7(e) hereof, then, and in each such case, the Purchase Price in effect immediately prior to at the subdivision, combination, or time of the record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in or the case effective time of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Shares purchasable upon exercise of this Warrant immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, reclassification or dividend payable recapitalization, and the number and kind of shares of capital stock issuable upon exercise of the Rights at such time, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of Preferred Stock or other capital stock which, if such Right had been exercised immediately prior to such time at the Purchase Price then in Common effect and at a time when the transfer books for the Preferred Stock (or other capital stock) of the Company were open, such holder would have owned upon such exercise and multiplying the result been entitled to receive by virtue of such division against dividend, subdivision, combination, reclassification or recapitalization. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) hereof, the number of Warrant Shares purchasable upon the exercise of adjustment provided in this Warrant immediately preceding such eventSection 11(a)(i) shall be in addition to, so as to achieve an exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. All calculations hereunder shall be made prior to, any adjustment required pursuant to Section 11(a)(ii) hereof. (ii) In the nearest cent event (A) any Person shall at any time after the Declaration Date become an Acquiring Person; or (A) any Acquiring Person or to any Affiliate of any Acquiring Person, at any time after the nearest one-hundredth of a shareDeclaration Date, as directly or indirectly, shall (1) merge into the case may be. No fractional Warrant Shares are to be issued upon Company or otherwise combine with the exercise of this WarrantCompany, but and the Company shall pay a cash adjustment in respect be the continuing or surviving corporation of such merger or combination and the Common Stock of the Company shall remain outstanding and no shares thereof shall be changed or otherwise transformed into stock or other securities of any fraction other Person or the Company or cash or any other property, (2) in one or more transactions, transfer any assets to the Company in exchange (in whole or in part) for shares of any class of its equity securities or for securities exercisable for or convertible into shares of any such class or otherwise obtain from the Company, with or without consideration, any additional shares of any such class or securities exercisable for or convertible into shares of any such class (other than as part of a share which would pro rata distribution to all holders of such class), (3) sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise be issuable dispose (in one transaction or a series of transactions) to, from or with the Company or any of the Company's Subsidiaries, assets with an amount equal aggregate fair market value in excess of 25% of the assets of the Company and its Subsidiaries determined on a consolidated basis on terms and conditions less favorable to the same fraction Company than the Company would be able to obtain through arm's-length negotiation with an unaffiliated third party, (4) receive any compensation from the Company or any of the market price per share Company's Subsidiaries other than compensation as a director of Common Stock on the day Company or for full-time employment as a regular employee at rates in accordance with the Company's (or such Subsidiary's) past practices, (5) receive the benefit (except proportionately as a stockholder), of exercise as determined in good faith any loans, advances, guarantees, pledges or other financial assistance provided by the Company or any of its Subsidiaries on terms and conditions less favorable to the Company (or such Subsidiary) than the Company would be able to obtain through arm's-length negotiation with an unaffiliated third party or (6) commence a tender or exchange offer for securities of the Company. In case of ; or (B) during such time as there is an Acquiring Person at any capital reorganization or time after the Declaration Date, there shall be any reclassification of securities (including any combination thereof), or recapitalization of the Company, or any merger or consolidation of the Company with any of its Subsidiaries (whether or not with or into or otherwise involving an Acquiring Person or any Affiliate of an Acquiring Person), or any repurchase by the Company or any of its Subsidiaries of shares of the Common Stock of the Company, or in any other class or series of securities issued by the case Company, which reclassification, recapitalization, merger, consolidation or repurchase is effected at a time when a majority of the Board consists of persons who are the Acquiring Person or its Affiliates, or nominees or designees of any consolidation with thereof, which has the effect, directly or merger indirectly, of increasing by more than 1% the proportionate share of the outstanding shares of any class of equity securities or securities exercisable for or convertible into any class of equity securities of the Company into or with another corporation, or the sale of all or substantially all any of its assets to another corporation, Subsidiaries which is effected in such a manner that the holders directly or indirectly owned by an Acquiring Person or any Affiliate of Common Stock shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, an Acquiring Person then, as a part in each such case, upon the Close of Business 10 Business Days after the occurrence of such reorganizationevent, reclassification, consolidation, merger, or sale, as the case may be, lawful proper provision shall be made so that the each holder of the Warrant a Right, except as provided in Section 7(e) hereof, shall thereafter have the right thereafter to receive, upon exercise thereof at the Purchase Price in effect at the time of exercise in accordance with the terms of this Agreement, in lieu of a number of one one-thousandths of a share of Preferred Stock, such number of shares of Common Stock of the Company as shall equal the result obtained by (x) multiplying an amount equal to the then current Purchase Price by an amount equal to the number of one one- thousandths of a share of Preferred Stock for which a Right was or would have been exercisable immediately prior to the first occurrence of any such event whether or not such Right was then exercisable, and (y) dividing that product by 50% of the Current Market Price per share of the Common Stock of the Company (as defined in Section 11(d) hereof) determined as of the date of such first occurrence. (iii) In lieu of issuing whole or fractional shares of Preferred Stock (or Common Stock) in accordance with Section 7(c) hereof, the kind and amount Company shall (i) in the event that the number of shares of stock Preferred Stock (or Common Stock) which are authorized by the Company's charter 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 in accordance with Section 7(c) hereof, or (ii) if a majority of the Board determines that it would be appropriate and not contrary to the interests of the holders of Rights (other than any Acquiring Person or Disqualified Transferee or any Affiliate of the Acquiring Person or Disqualified Transferee), (A) determine an amount, if any, (the "Excess Amount") equal to the excess of (1) the value (the "Current Value") of the whole or fractional shares of Preferred Stock (or Common Stock) issuable upon the exercise of a Right in accordance with Section 7(c) hereof, over (2) the Purchase Price, and (B) with respect to each Right, (subject to Section 7(e) hereof) make adequate provision to substitute for such whole or fractional shares of Preferred Stock (or Common Stock), upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) Common Stock or other equity securities of the Company (including, without limitation, shares or property units of Preferred Stock or preferred stock which the Board has deemed in good faith to have the same value as a share of Common Stock (such shares of preferred stock being referred to herein as "Common Stock Equivalents")), (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing (which would include the additional consideration provided to any holder would by reducing the Purchase Price) having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board; provided, however, subject to the -------- ------- provisions of Section 9(e) hereof, that if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within 30 days following the Close of Business 10 Business Days after the first occurrence of a Common Stock Event described in Section 11(a)(ii) hereof, then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, whole or fractional shares of Preferred Stock (or Common Stock) (to the extent available) and then, if necessary, cash, securities, and/or assets which in the aggregate are equal to the Excess Amount. If the Board shall determine in good faith that it is likely that sufficient additional shares of Common Stock or Common Stock Equivalents could be authorized for issuance upon exercise in full of the Rights, the 30-day period set forth above may be extended to the extent necessary, but not more than 90 days following the Close of Business 10 Business Days after the first occurrence of such a Common Stock Event (such 30 day period) as it may be extended to 90 days, is referred to herein as the "Substitution Period"). To the extent that the Company determines that some action is to be taken pursuant to the preceding provisions of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof, that (except as to the form of consideration which shall be determined as appropriate by a majority of the Board) such action shall apply uniformly to all outstanding Rights which shall not have become null and void, 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 and/or to decide the appropriate form of distribution to be made pursuant to such provisions 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 entitled temporarily suspended. The Company shall thereafter issue a public announcement at such time as the suspension is no longer in effect. The Company shall notify the Rights Agent whenever it makes a public announcement pursuant to receive ifthis Section 11(a)(iii), and give the Rights Agent a copy of such announcement. For purposes of this Section 11(a)(iii), the value of the Common Stock issuable upon exercise of a Right in accordance with Section 7(c) hereof shall be the Current Market Price per share of the Common Stock (as determined pursuant to Section 11(d) hereof) on the Close of Business 10 Business Days after the date of the first occurrence of such a Common Stock Event and the value of any Common Stock Equivalent shall be deemed to be equal to the Current Market Price per share of the Common Stock on such date. (b) In the event the Company shall, after the Dividend Record Date, fix a record date for the issuance of any options, warrants, or other rights to all holders of Preferred Stock entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase (i) Preferred Stock or (ii) shares having the same rights, privileges and preferences as the shares of any number of one one-thousandths of a share of Preferred Stock ("Equivalent Preferred Stock") or (iii) securities convertible into Preferred Stock or Equivalent Preferred Stock at a price per share of Preferred Stock or Equivalent Preferred Stock (or having a conversion price per share of Preferred Stock or Equivalent Preferred Stock, if a security is convertible into Preferred Stock or Equivalent Preferred Stock) less than the Current Market Price per share of Preferred Stock (determined in accordance with Section 11(d) hereof) determined as of such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such reorganization, reclassification, consolidation, merger, or salerecord date by a fraction, the holder had held numerator of which shall be the number of Warrant Shares shares of Preferred Stock outstanding on such record date plus the number of shares of Preferred Stock and/or Equivalent Preferred Stock which were then purchasable upon the exercise aggregate minimum offering price of the Warranttotal number of shares of one one-thousandths of a share of Preferred Stock and/or Equivalent Preferred Stock so to be offered (and/or the aggregate minimum conversion price of such convertible securities so to be offered) would purchase at such Current Market Price, and the denominator of which shall be the number of shares of Preferred Stock outstanding on such record date plus the maximum number of additional shares of Preferred Stock and/or Equivalent Preferred Stock to be offered for subscription or purchase (or the maximum number of shares into which such convertible securities so to be offered are convertible). In any case such casesubscription price may be paid by delivery of consideration part or all of which shall be in a form other than cash, appropriate adjustment (for purposes of this Section 11(b) the value of such consideration shall be the fair market value thereof as determined in good faith by the Board (which determination shall be described in an Officers' Certificate filed with the Rights Agent). Shares of Directors Preferred Stock owned by or held for the account of the Company) 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 application event that such options, warrants or other rights are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed (subject, however, to such other adjustments as are provided herein). (c) In the event that the Company shall, after the Dividend Record Date, fix a record date for the making of a distribution to all holders of Preferred Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving or continuing Person) of evidences of indebtedness, cash (other than cash dividends paid out of the provisions set forth herein with respect to the rights and interest thereafter earnings or retained earnings of the holder Company and its Subsidiaries determined on a consolidated basis in accordance with generally accepted accounting principles consistently applied), other property (other than a dividend payable in a number of one one-thousandths of a share of Preferred Stock, but including any dividend payable in capital stock other than Preferred Stock), or subscription rights or warrants (excluding those referred to in Section 11(b) hereof), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, of which the numerator shall be (i) the Current Market Price per share of Preferred Stock (as defined in Section 11(d) hereof) determined as of such record date, less (ii) the sum of (A) that portion of cash plus ---- (B) the fair market value, as determined in good faith by the Board (which determination shall be described in an Officers' Certificate filed with the Rights Agent) of that portion of such evidences of indebtedness, such other property, and/or such subscription rights or warrants applicable to one share of Preferred Stock and of which the denominator shall be such Current Market Price per share of the WarrantPreferred Stock. Such adjustments shall be made successively whenever such a record date is fixed; and in the event such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed (subject, however, to the end that the provisions set forth herein such other adjustments as are provided herein). (including provisions with respect d) For purposes of any computation pursuant to adjustments of the exercise priceSection 11(a)(iii) shall thereafter be applicablehereof, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Warrant.th

Antidilution Adjustments. If The Purchase Price and the number and kind of securities covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event that the Company shall at any time hereafter subdivide or combine its outstanding after the Declaration Date (A) declare and pay a dividend on the Common Stock payable in shares of Common Stock, or declare a dividend payable in (B) subdivide the outstanding Common Stock, (C) combine the exercise price outstanding Common Stock into a smaller number of shares, or (D) issue, change, or alter any of its shares of capital stock in a reclassification or recapitalization (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving Person), except as otherwise provided in this Section 11(a) and Section 7(e) hereof, then, and in each such case, the Purchase Price in effect immediately prior to at the subdivision, combination, or time of the record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in or the case effective time of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Shares purchasable upon exercise of this Warrant immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, reclassification or dividend payable in recapitalization, and the number and kind of shares of capital stock issuable at such time, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of Common Stock or other capital stock which, if such Right had been exercised immediately prior to such time at the Purchase Price then in effect and multiplying at a time when the result transfer books for the Common Stock of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such division against dividend, subdivision, combination, reclassification or recapitalization. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) hereof, the number of Warrant Shares purchasable upon the exercise of adjustment provided in this Warrant immediately preceding such eventSection 11(a)(i) shall be in addition to, so as to achieve an exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. All calculations hereunder shall be made prior to, any adjustment required pursuant to Section 11(a)(ii) hereof. (ii) In the nearest cent event (A) any Person shall at any time after the Declaration Date become an Acquiring Person; or (B) any Acquiring Person or to any Affiliate of any Acquiring Person, at any time after the nearest one-hundredth of a shareDeclaration Date, as directly or indirectly, shall (1) merge into the case may be. No fractional Warrant Shares are to be issued upon Company or otherwise combine with the exercise of this WarrantCompany, but and the Company shall pay a cash adjustment in respect be the continuing or surviving corporation of such merger or combination and the Common Stock of the Company shall remain outstanding and no shares thereof shall be changed or otherwise transformed into stock or other securities of any fraction other Person or the Company or cash or any other property, (2) in one or more transactions, transfer any assets to the Company in exchange (in whole or in part) for shares of any class of its equity securities or for securities exercisable for or convertible into shares of any such class or otherwise obtain from the Company, with or without consideration, any additional shares of any such class or securities exercisable for or convertible into shares of any such class (other than as part of a share which would pro rata distribution to all holders of such class), (3) sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise be issuable dispose (in one transaction or a series of transactions) to, from or with the Company or any of the Company’s Subsidiaries, assets with an amount equal aggregate fair market value in excess of 25% of the assets of the Company on terms and conditions less favorable to the same fraction Company than the Company would be able to obtain through arm’s-length negotiation with an unaffiliated third party, (4) receive any compensation from the Company or any of the market price per share Company’s Subsidiaries other than compensation as a director of Common Stock on the day Company or for full-time employment as a regular employee at rates in accordance with the Company’s (or such Subsidiary’s) past practices, (5) receive the benefit (except proportionately as a stockholder), of exercise as determined in good faith any loans, advances, guarantees, pledges or other financial assistance provided by the Company or any of its Subsidiaries on terms and conditions less favorable to the Company than the Company would be able to obtain through arm’s-length negotiation with an unaffiliated third party or (6) commence a tender or exchange offer for securities of the Company. In case of ; or (C) during such time as there is an Acquiring Person at any capital reorganization or time after the Declaration Date, there shall be any reclassification of securities (including any combination thereof), or recapitalization of the Company, or any merger or consolidation of the Company with any of its Subsidiaries, or any repurchase by the Company or any of its Subsidiaries of shares of the Common Stock of the Company, or in any other class or series of securities issued by the case Company, which reclassification, recapitalization, merger or consolidation or repurchase is effected at a time when a majority of any consolidation with or merger the Board of Directors of the Company consists of persons who are the Acquiring Person or its Affiliates, nominees or designees thereof (whether or not with or into or with another corporationotherwise involving an Acquiring Person or any Affiliate of an Acquiring Person), which has the effect, directly or indirectly, of increasing by more than 1% the sale proportionate share of all the outstanding shares of any class of equity securities or substantially all securities exercisable for or convertible into any class of equity securities of the Company or any of its assets to another corporation, Subsidiaries which is effected in such a manner that the holders directly or indirectly owned by an Acquiring Person or any Affiliate of Common Stock shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, an Acquiring Person then, as a part in each such case, upon the Close of Business 15 Business Days after the occurrence of such reorganizationevent, reclassification, consolidation, merger, or sale, as the case may be, lawful proper provision shall be made so that the each holder of the Warrant a Right, except as provided in Section 7(e) hereof, shall thereafter have the right thereafter to receive, upon exercise thereof at the Purchase Price in effect at the time of exercise in accordance with the terms of this Agreement, in lieu of one share of Common Stock, such number of shares of Common Stock of the Company as shall equal the result obtained by (x) multiplying an amount equal to the then current Purchase Price by an amount equal to the number of shares of Common Stock for which a Right was or would have been exercisable immediately prior to the first occurrence of any such event whether or not such Right was then exercisable, and (y) dividing that product by 50% of the Current Market Price per share of the Common Stock of the Company (as defined in Section 11(d) hereof) determined as of the date of such first occurrence. (iii) In lieu of issuing whole or fractional shares of Common Stock in accordance with Section 7(c) hereof, the kind and amount Company shall (i) in the event that the number of shares of stock Common Stock which are authorized by the Company’s charter 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 in accordance with Section 7(c) hereof, or (ii) if a majority of the Board determines that it would be appropriate and not contrary to the interests of the holders of Rights (other than any Acquiring Person or Disqualified Transferee or any Affiliate of the Acquiring Person or Disqualified Transferee), (A) determine an amount, if any, (the “Excess Amount”) equal to the excess of (1) the value (the “Current Value”) of the whole or fractional shares of Common Stock issuable upon the exercise of a Right in accordance with Section 7(c) hereof, over (2) the Purchase Price, and (B) with respect to each Right, (subject to Section 7(e) hereof) make adequate provision to substitute for such whole or fractional shares of Common Stock, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) Common Stock or other equity securities of the Company (including, without limitation, shares or property units of preferred stock which the Board has deemed in good faith to have the same value as a share of Common Stock (such shares of preferred stock being referred to herein as “Common Stock Equivalents”)), (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing (which would include the additional consideration provided to any holder would by reducing the Purchase Price) having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board; provided, however, subject to the provisions of Section 9(e), that if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within 30 days following the Close of Business 15 Business Days after the first occurrence of a Common Stock Event described in Section 11(a)(ii) hereof, then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, whole or fractional shares of Common Stock (to the extent available) and then, if necessary, cash, securities, and/or assets which in the aggregate are equal to the Excess Amount. If the Board shall determine in good faith that it is likely that sufficient additional shares of Common Stock or Common Stock Equivalents could be authorized for issuance upon exercise in full of the Rights, the 30-day period set forth above may be extended to the extent necessary, but not more than 90 days following the Close of Business 15 Business Days after the first occurrence of such a Common Stock Event (such 30 day period) as it may be extended to 90 days, is referred to herein as the “Substitution Period”). To the extent that the Company determines that some action is to be taken pursuant to the preceding provisions of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof, that (except as to the form of consideration which shall be determined as appropriate by a majority of the Board) such action shall apply uniformly to all outstanding Rights which shall not have become null and void, 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 and/or to decide the appropriate form of distribution to be made pursuant to such provisions 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 entitled temporarily suspended. The Company shall thereafter 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 Stock issuable upon exercise of a Right in accordance with Section 7(c) hereof shall be the Current Market Price per share of the Common Stock (as determined pursuant to receive ifSection 11(d) hereof) on the Close of Business 15 Business Days after the date of the first occurrence of such a Common Stock Event and the value of any Common Stock Equivalent shall be deemed to be equal to the Current Market Price per share of the Common Stock on such date. (b) In the event the Company shall, after the Dividend Record Date, fix a record date for the issuance of any options, warrants, or other rights to all holders of Common Stock entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase (i) Common Stock or (ii) Common Stock Equivalents or (iii) securities convertible into Common Stock or Common Stock Equivalents at a price per share of Common Stock or Common Stock Equivalents (or having a conversion price per share of Common Stock, if a security is convertible into Common Stock or Common Stock Equivalents) less than the Current Market Price per share of Common Stock (determined in accordance with Section 11(d) hereof) determined as of such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such reorganization, reclassification, consolidation, merger, or salerecord date by a fraction, the holder had held numerator of which shall be the number of Warrant Shares shares of Common Stock outstanding on such record date plus the number of shares of Common Stock and/or Common Stock Equivalents which were then purchasable upon the exercise aggregate minimum offering price of the Warranttotal number of shares of Common Stock and/or Common Stock Equivalents so to be offered (and/or the aggregate minimum conversion price of such convertible securities so to be offered) would purchase at such Current Market Price, and the denominator of which shall be the number of shares of Common Stock outstanding on such record date plus the maximum number of additional shares of Common Stock and/or Common Stock Equivalents to be offered for subscription or purchase (or the maximum number of shares into which such convertible securities so to be offered are convertible). In any case such casesubscription price may be paid by delivery of consideration part or all of which shall be in a form other than cash, appropriate adjustment (for purposes of this Section 11(b) the value of such consideration shall be the fair market value thereof as determined in good faith by the Board (which determination shall be described in an Officers’ Certificate filed with the Rights Agent). Shares of Directors Common Stock owned by or held for the account of the Company) 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 application event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed (subject, however, to such other adjustments as are provided herein). (c) In the event that the Company shall, after the Dividend Record Date, fix a record date for the making of a distribution to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving or continuing Person) of evidences of indebtedness, cash (other than cash dividends paid out of the provisions set forth herein with respect to the rights and interest thereafter earnings or retained earnings of the holder Company and its Subsidiaries determined on a consolidated basis in accordance with generally accepted accounting principles consistently applied), other property (other than a dividend payable in a number of shares of Common Stock, but including any dividend payable in capital stock other than Common Stock), or subscription rights or warrants (excluding those referred to in Section 11(b) hereof), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, of which the numerator shall be the Current Market Price per share of Common Stock (as defined in Section 11(d) hereof) determined as of such record date, less the sum of that portion of cash plus the fair market value, as determined in good faith by the Board (which determination shall be described in an Officers’ Certificate filed with the Rights Agent) of that portion of such evidences of indebtedness, such other property, and/or such subscription rights or warrants applicable to one share of Common Stock and of which the denominator shall be such Current Market Price per share of the WarrantCommon Stock. Such adjustments shall be made successively whenever such a record date is fixed; and in the event such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed (subject, however, to such other adjustments as are provided herein). (d) For purposes of any computation pursuant to Section 11(a)(iii) hereof, the end “Current Market Price” per share (or unit) of any security on any date shall be deemed to be the average of the daily Closing Price of such security for the 10 consecutive Trading Days immediately after such date and for the purpose of any other computation hereunder, the “Current Market Price” per share (or unit) of any security on any date shall be deemed to be the average of the daily Closing Price of such security for the 20 consecutive Trading Days immediately prior to such date; provided, however, that in the event that the provisions set forth herein Current Market Price per share of such security is determined during a period following the announcement by the issuer of such security of (including provisions with respect to adjustments i) a dividend or distribution on such security payable in shares (or units) of the exercise pricesuch security or securities convertible into shares (or units) shall thereafter be applicableof such security, as nearly as reasonably may be, in relation to or (ii) any shares of stock or other property thereafter deliverable upon the exercise of the Warrant.sub

Antidilution Adjustments. If The provisions of this Warrant are subject to adjustment as provided in this Section 5. (a) The Warrant Exercise Price shall be adjusted from time to time such that in case the Company shall at hereafter: (i) pay any time hereafter dividends on any class of stock of the Company payable in Common Stock or securities convertible into Common Stock; (ii) subdivide or its then outstanding shares of Common Stock into a greater number of shares; or (iii) combine its outstanding shares of Common Stock, by reclassification or declare a dividend payable otherwise; then, in Common Stockany such event, the exercise price Warrant Exercise Price in effect immediately prior to such event shall (until adjusted again pursuant hereto) be adjusted immediately after such event to a price (calculated to the nearest full cent) determined by dividing (A) the number of shares of Common Stock outstanding immediately prior to such event, multiplied by the then existing Warrant Exercise Price, by (B) the total number of shares of Common Stock outstanding immediately after such event (including in each case the maximum number of shares of Common Stock issuable in respect of any securities convertible into Common Stock), and the resulting quotient shall be the adjusted Warrant Exercise Price per share. An adjustment made pursuant to this subsection shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination, reclassification or record date other event. If, as a result of an adjustment made pursuant to this subsection, the Holder of any Warrant thereafter surrendered for such dividend payable in Common Stock exercise shall forthwith be proportionately increased, in the case become entitled to receive shares of combination, two or proportionately decreased, in the case more classes of subdivision capital stock or declaration shares of a dividend payable in Common Stock, and the number of Warrant Shares purchasable upon exercise of this Warrant immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, or dividend payable in Common Stock and multiplying other capital stock of the result Company, the Board of Directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Warrant Exercise Price between or among shares of such division against the number classes of Warrant Shares purchasable upon the exercise capital stock or shares of this Warrant immediately preceding such event, so as to achieve an exercise price Common Stock and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such eventother capital stock. All calculations hereunder under this subsection shall be made to the nearest cent or to the nearest one-hundredth 1/100 of a share, as the case may be. No fractional In the event that at any time as a result of an adjustment made pursuant to this subsection, the holder of any Warrant Shares are thereafter surrendered for exercise shall become entitled to be issued receive any shares of the Company other than shares of Common Stock, thereafter the Warrant Exercise Price of such other shares so receivable upon the exercise of this Warrant, but the Company any Warrant shall pay be subject to adjustment from time to time in a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal manner and on terms as nearly equivalent as practicable to the same fraction provisions with respect to Common Stock contained in this subsection. (b) Upon each adjustment of the market price per share Warrant Exercise Price pursuant to Section 5(a) above, the Holder of Common Stock on each Warrant shall thereafter (until another such adjustment) be entitled to purchase at the day adjusted Warrant Exercise Price the number of exercise shares, calculated to the nearest full share, obtained by multiplying the number of shares specified in such Warrant (as determined adjusted as a result of all adjustments in good faith the Warrant Exercise Price in effect prior to such adjustment) by the Company. Warrant Exercise Price in effect prior to such adjustment and dividing the product so obtained by the adjusted Warrant Exercise Price. (c) In case of any capital reorganization consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or in case of any reclassification sale or conveyance to another corporation of the shares of Common Stock property of the CompanyCompany as an entirety or substantially as an entirety, or in the case of any consolidation statutory exchange of securities with or another corporation (including any exchange effected in connection with a merger of a third corporation into the Company into or with another corporationCompany), or the sale of all or substantially all of its assets to another corporation, which is effected in such a manner that the holders of Common Stock there shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, then, as a part no adjustment under Subsection (a) of such reorganization, reclassification, consolidation, merger, or sale, as this Section above but the case may be, lawful provision shall be made so that the holder Holder of the each Warrant then outstanding shall have the right thereafter to receive, upon the exercise hereof, convert such Warrant into the kind and amount of shares of stock or and other securities or and property which the holder he would have owned or have been entitled to receive if, immediately prior to after such reorganization, reclassification, consolidation, merger, or statutory exchange, sale, or conveyance had such Warrant been converted immediately prior to the holder had held the number effective date of Warrant Shares which were then purchasable upon the exercise of the Warrant. In such consolidation, merger, statutory exchange, sale, or conveyance and in any such case, if necessary, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein in this subsection with respect to the rights and interest interests thereafter of the holder any Holders of the Warrant, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) in this subsection shall thereafter correspondingly be made applicable, as nearly as may reasonably may be, in relation to any shares of stock or and other securities and property thereafter deliverable upon on the exercise of the Warrant. The provisions of this subsection shall similarly apply to successive consolidations, mergers, statutory exchanges, sales or conveyances. (d) Upon any adjustment of the Warrant Exercise Price, then and in each such case, the Company shall (i) give written notice thereof, by first-class mail, postage prepaid, within ten (10) calendar days after the date when the circumstances giving rise to the adjustment occurred, addressed to the Holder as shown on the books of the Company, which notice shall state the Warrant Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of shares of Common Stock purchasable at such price upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based; and (ii) prepare and retain on file a statement describing in reasonable detail the method used in arriving at the new Warrant Exercise Price.

Antidilution Adjustments. If The Purchase Price and the number and kind of securities covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event that the Company shall at any time hereafter subdivide or combine its outstanding after the date of this Agreement (A) declare and pay a dividend on the Common Stock payable in shares of Common Stock, or declare a dividend payable in (B) subdivide the outstanding Common Stock, (C) combine the outstanding Common Stock into a smaller number of shares, or (D) issue, change, or alter any of its shares of capital stock in a reclassification or recapitalization (including any such reclassification in connection with a consolidation or merger in which the company is the continuing or surviving Person), except as otherwise provided in this Section 11(a) and Section 7(e) hereof, then, and in each such case, the Purchase Price in effect at the time of the record date for such dividend or the effective time of such subdivision, combination, reclassification or recapitalization, and the number and kind of shares of capital stock issuable at such time, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of Common Stock or other capital stock which, if such Right had been exercised immediately prior to such time at the Purchase Price then in effect and at a time when the transfer books for the Common Stock (or other capital stock) of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination, reclassification or recapitalization. If an event occurs which would require an adjustment under both this Section l1(a)(i) and Section 11(a) (ii) hereof, the adjustment provided in this Section 1l(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii) hereof. (ii) In the event: (A) any Acquiring Person or any Affiliate of any Acquiring Person, at any time after the date of this Agreement, directly or indirectly, (1) shall merge into the Company or otherwise combine with the Company and the Company shall be the continuing or surviving corporation of such merger or combination and the Common Stock of the Company shall remain outstanding and unchanged, (2) shall merge or otherwise combine with any Subsidiary of the Company, (3) shall, in one transaction or a series of transactions, transfer any assets to the Company or to any of its Subsidiaries in exchange (in whole or in part) for shares of Common Stock, for shares of other equity securities of the Company or any Subsidiary of the Company, or for securities exercisable for or convertible into shares of equity securities of the Company or any Subsidiary of the Company (Common Stock or otherwise) or otherwise obtain from the Company, with or without consideration, any additional shares of equity securities of the Company or securities exercisable for or convertible into shares of such equity securities of the Company (other than pursuant to a pro rata distribution to all holders of Common Stock or upon the exercise of a convertible security of the Company or any Subsidiary of the Company in accordance with its terms), (4) shall sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise acquire or dispose of, in one transaction or a series of transactions, to, from or with (as the case may be) the Company or any of its Subsidiaries, assets on terms and conditions less favorable to the Company than the Company would be able to obtain in arm's length negotiations with an unaffiliated third party, other than pursuant to a transaction set forth in Section 13(a) hereof, (5) shall sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise acquire or dispose of in one transaction or a series of transactions, to, from or with (as the case may be) the Company or any of its Subsidiaries assets having an aggregate fair market value of more than $1,000,000, other than pursuant to a transaction set forth in Section 13(a) hereof and other than pursuant to a transaction or series of transactions that have been approved by the Board, (6) shall receive any compensation from the Company or any of the Company's Subsidiaries other than compensation for full-time employment as a regular employee at rates in accordance with the Company's (or its Subsidiaries') past practices, or (7) shall receive the benefit, directly or indirectly (except proportionately as a stockholder and except if resulting from a requirement of law or governmental regulation), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantages provided by the Company or any of its Subsidiaries, or (B) any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan), alone or together with any Affiliates of such Person, shall, at any time after the Dividend Declaration Date, become the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding, unless the event causing the 15% threshold to be met or surpassed is a transaction set forth in Section 13(a) hereof, or is an acquisition of shares of Common Stock pursuant to a tender offer or an exchange offer for all outstanding shares of Common Stock at a price and on terms determined by the Board, after receiving advice from one or more investment banking firms, to be (a) at a price that is fair to stockholders (taking into account all factors which such members of the Board deem relevant including, without limitation, prices which could reasonably be achieved if the Company or its assets were sold on an orderly basis designed to realize maximum value) and (b) otherwise in the best interest of the Company and its stockholders, or (C) during such time as there is an Acquiring Person, there shall be any reclassification of securities (including any reverse stock split), or recapitalization of the Company, or any merger or consolidation of the Company with any of its Subsidiaries or any other transaction or series of transactions involving the Company or any of its Subsidiaries (whether or not with or into or otherwise involving an Acquiring Person), other than a transaction or transactions to which the provisions of Section 13(a) hereof apply (whether or not with or into or otherwise involving an Acquiring Person), which has the effect, directly or indirectly, of increasing by more than 1% the proportionate share of the outstanding shares of any class of equity securities of the Company or any of its Subsidiaries which is directly or indirectly beneficially owned by any Acquiring Person or any Associate or Affiliate of any Acquiring Person, then, immediately upon the occurrence of any event described in Section 11(a)(ii)(A) or (C) hereof, and upon the Close of Business ten (10) days after the occurrence of any event described in Section 11(a)(ii)(B) hereof, proper provision shall be made so that each holder of a Right (except as provided below and in Section 7(e) hereof) shall thereafter have the right to receive, upon exercise thereof at the Purchase Price in effect at the time of exercise in accordance with the terms of this Agreement, such number of shares of Common Stock of the Company as shall equal the result obtained by (x) multiplying an amount equal to the then current Purchase Price by an amount equal to the number of shares of Common Stock for which a Right was or would have been exercisable immediately prior to the first occurrence of any such event whether or not such Right was then exercisable, and (y) dividing that product by 50% of the Current Market Price per share of the Common Stock of the Company (as defined in Section 11(d) hereof) determined as of the date of such first occurrence. (iii) In the event (x) that the number of shares of Common Stock which are authorized by the Company's restated articles of organization and not outstanding or subscribed for, or reserved or otherwise committed for issuance for purposes other than upon exercise of the Rights are not sufficient to permit the exercise in full of the Rights, in accordance with Section 11(a)(ii) hereof, or (y) should the Board determine that it would be appropriate and not contrary to the interests of the holders of Rights (other than any Acquiring Person or Disqualified Transferee or any Affiliate of the Acquiring Person or Disqualified Transferee), the Company shall (A) determine an amount, if any, (the "Excess Amount") equal to the excess of (1) the value of the shares of Common Stock issuable upon the exercise of a Right (calculated as provided in the last sentence of this Section 11(a)(iii)) in accordance with Section 11(a)(ii) hereof (the "Current Value"), over (2) the Purchase Price, and (B) with respect to each Right, (subject to Section 7(e) hereof) make adequate provision to substitute for such shares of Common Stock, upon payment of the applicable Purchase Price, any one or more of the following having an aggregate value determined by the Board to be equal to the Current Value: (1) cash, (2) a reduction in the Purchase Price, (3) Common Stock or other equity securities of the Company (including, without limitation, shares or units of preferred stock which the Board has deemed in good faith to have the same value as a share of Common Stock (such shares of preferred stock being referred to herein as "Common Stock Equivalents")), (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing (which would include the additional consideration provided to any holder by reducing the Purchase Price) having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board; provided, however, subject to the provisions of Section 9(e) hereof, that if the company shall not have made adequate provision to deliver value pursuant to clause (B) above within 30 days following the Close of Business 10 Business Days after the first occurrence of a Common Stock Event described in Section 11(a) (ii) hereof (a "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 Purchase Price, shares of Common Stock (to the extent available) and then, if necessary, cash, securities, and/or assets which in the aggregate are equal to the Excess Amount. If the Board shall determine in good faith that it is likely that sufficient additional shares of Common Stock or Common Stock Equivalents could be authorized for issuance upon exercise in full of the Rights, the 30-day period set forth above may be extended to the extent necessary, but not more than 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 (such period as it may be extended, the "Substitution Period"). To the extent that the Company determines that some action is to be taken pursuant to the preceding provisions of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof, that (except as to the form of consideration which shall be determined as appropriate by the Board) such action shall apply uniformly to all outstanding Rights which shall not have become null and void, and (y) may suspend the exercisability to the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such provisions 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. The Company shall thereafter issue a public announcement at such time as the suspension is no longer effect. For purposes of this Section 11(a)(iii), the value of the Common Stock issuable upon exercise of a Right in accordance with Section 11(a)(ii) hereof shall be the Current Market Price per share of the Common Stock (as determined pursuant to Section 11(d) hereof) on the Section 11(a)(ii) Trigger Date and the value of any Common Stock Equivalent shall be deemed to be equal to the Current Market Price per share of the Common Stock on such date. (b) In the event the Company shall after the Dividend Record Date fix a record date for the issuance of any options, warrants, or other rights to all holders of Common Stock entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase Common Stock or securities convertible into Common Stock at a price per share of Common Stock (or having a conversion price per share of Common Stock, if a security is convertible into Common Stock) less than the Current Market Price per share of Common Stock (determined In accordance with Section 11(d) hereof) determined as of such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase price in effect immediately prior to such record date, by a fraction, the subdivision, combination, or numerator of which shall be the number of shares of Common Stock outstanding on such record date for such dividend payable in plus the number of shares of Common Stock shall forthwith which the aggregate minimum offering price of the total number of shares of Common Stock so to be proportionately increased, in offered (and/or the case aggregate minimum conversion price of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stocksuch convertible securities so to be offered) would purchase at such Current Market Price, and the number denominator of Warrant Shares purchasable upon exercise of this Warrant immediately preceding such event, which shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, or dividend payable in Common Stock and multiplying the result of such division against the number of Warrant Shares purchasable upon the exercise of this Warrant immediately preceding such event, so as to achieve an exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. All calculations hereunder shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but the Company shall pay a cash adjustment in respect of any fraction of a share which would otherwise be issuable in an amount equal to the same fraction of the market price per share shares of Common Stock outstanding on such record date plus the day maximum number of exercise as additional shares of Common Stock to be offered for subscription or purchase (and/or the maximum number of shares into which such convertible securities so to be offered are convertible). In case such subscription price may be paid by delivery of consideration part or all of which shall be in a form other than cash, for purposes of this Section 11(b) the value or such consideration shall be the fair market value thereof) determined in good faith by the CompanyBoard (which determination shall be described in an Officers' Certificate filed with the Rights Agent). In case of any capital reorganization or any reclassification of the shares Shares of Common Stock of owned by or held for the Company, or in the case of any consolidation with or merger account of the Company into or with another corporation, or shall not be deemed outstanding for the sale purpose of all or substantially all of its assets to another corporation, which is effected in any such computation. Such adjustment shall be made successively whenever such a manner record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed (subject, however, to such other adjustments as are provided herein). (c) In the event that the Company shall, after the Dividend Record Date, fix a record date for the making of a distribution to all holders of Common Stock shall be entitled to receive stock(including any such distribution made in connection with a consolidation or merger in which the Company is the surviving or continuing Person) of evidences of indebtedness, securitiescash (other than cash dividends paid out of the earnings or retained earnings of the Company and its subsidiaries determined on a consolidated basis in accordance with generally accepted accounting principles consistently applied), or assets with respect to or other property (other than a dividend payable in exchange for shares of Common Stock, then, as a part of such reorganization, reclassification, consolidation, mergerbut including any dividend payable in capital stock other than Common Stock), or salesubscription rights or warrants (excluding those referred to in Section 11(b) hereof), as the case may be, lawful provision Purchase Price to be in effect after such record date shall be made so that determined by multiplying the holder of the Warrant shall have the right thereafter to receive, upon the exercise hereof, the kind and amount of shares of stock or other securities or property which the holder would have been entitled to receive if, Purchase Price in effect immediately prior to such reorganizationrecord date by a fraction, reclassificationof which the numerator shall be the Current Market Price per share of Common Stock (as defined in Section 11(d) hereof) determined as of such record date, consolidationless the sum of that portion of cash plus the fair market value, merger, or sale, the holder had held the number of Warrant Shares which were then purchasable upon the exercise of the Warrant. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) (which determination shall be made described in an Officers' Certificate filed with the application Rights Agent) of the provisions set forth herein with respect to the rights and interest thereafter that portion of the holder such evidences of the Warrantindebtedness, to the end that the provisions set forth herein (including provisions with respect to adjustments of the exercise price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Warrant.such oth

Antidilution Adjustments. If The Purchase Price and the number and kind of securities covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (i) In the event that the Company shall at any time hereafter subdivide after the date of this Agreement (A) declare and pay a dividend on the Class A Common Stock or combine its outstanding Class B Common Stock payable in shares of Class A Common Stock or Class B Common Stock, (B) subdivide the outstanding Class A Common Stock or declare a dividend payable in Class B Common Stock, (C) combine the exercise price outstanding Class A Common Stock or Class B Common Stock into a smaller number of shares, or (D) issue, change, or alter any of its shares of capital stock in a reclassification or recapitalization (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving Person), except as otherwise provided in this Section 11(a) and Section 7(e) hereof, then, and in each such case, the Purchase Price in effect immediately prior to at the subdivision, combination, or time of the record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in or the case effective time of combination, or proportionately decreased, in the case of subdivision or declaration of a dividend payable in Common Stock, and the number of Warrant Shares purchasable upon exercise of this Warrant immediately preceding such event, shall be changed to the number determined by dividing the then current exercise price by the exercise price as adjusted after such subdivision, combination, reclassification or dividend payable in recapitalization, and the number and kind of shares of capital stock issuable upon exercise of the Rights at such time, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of Common Stock or other capital stock which, if such Right had been exercised immediately prior to such time at the Purchase Price then in effect and multiplying at a time when the result transfer books for the Common Stock (or other capital stock) of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such division against dividend, subdivision, combination, reclassification or recapitalization. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) hereof, the number of Warrant Shares purchasable upon the exercise of adjustment provided in this Warrant immediately preceding such eventSection 11(a)(i) shall be in addition to, so as to achieve an exercise price and number of Warrant Shares purchasable after such event proportional to such exercise price and number of Warrant Shares purchasable immediately preceding such event. All calculations hereunder shall be made prior to, any adjustment required pursuant to Section 11(a)(ii) hereof. (ii) In the nearest cent event (A) any Person shall at any time after the Declaration Date become an Acquiring Person; or (B) any Acquiring Person or to any Affiliate of any Acquiring Person, at any time after the nearest one-hundredth of a shareDeclaration Date, as directly or indirectly, shall (1) merge into the case may be. No fractional Warrant Shares are to be issued upon Company or otherwise combine with the exercise of this WarrantCompany, but and the Company shall pay a cash adjustment in respect be the continuing or surviving corporation of such merger or combination and either or both of the Class A Common Stock and/or the Class B Common Stock of the Company shall remain outstanding and no shares thereof shall be changed or otherwise transformed into stock or other securities of any fraction other Person or the Company or cash or any other property, (2) in one or more transactions, transfer any assets to the Company in exchange (in whole or in part) for shares of any class of its equity securities or for securities exercisable for or convertible into shares of any such class or otherwise obtain from the Company, with or without consideration, any additional shares of any such class or securities exercisable for or convertible into shares of any such class (other than as part of a share which would pro rata distribution to all holders of such class), (3) sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise be issuable dispose (in one transaction or a series of transactions) to, from or with the Company or any of the Company's Subsidiaries, assets with an amount equal aggregate fair market value in excess of 25% of the assets of the Company and its Subsidiaries determined on a consolidated basis on terms and conditions less favorable to the same fraction Company than the Company would be able to obtain through arm's-length negotiation with an unaffiliated third party, (4) receive any compensation from the Company or any of the market price per share Company's Subsidiaries other than compensation as a director of Common Stock on the day Company or for full-time employment as a regular employee at rates in accordance with the Company's (or such Subsidiary's) past practices, (5) receive the benefit (except proportionately as a stockholder), of exercise as determined in good faith any loans, advances, guarantees, pledges or other financial assistance provided by the Company or any of its Subsidiaries on terms and conditions less favorable to the Company (or such Subsidiary) than the Company would be able to obtain through arm's-length negotiation with an unaffiliated third party or (6) commence a tender or exchange offer for securities of the Company. In case of ; or (C) during such time as there is an Acquiring Person at any capital reorganization or time after the Declaration Date, there shall be any reclassification of securities (including any combination thereof), or recapitalization of the Company, or any merger or consolidation of the Company with any of its Subsidiaries (whether or not with or into or otherwise involving an Acquiring Person or any Affiliate of an Acquiring Person), or any repurchase by the Company or any of its Subsidiaries of shares of the Common Stock of the Company, or in any other class or series of securities issued by the case Company, which reclassification, recapitalization, merger, consolidation or repurchase is effected at a time when a majority of the Board consists of persons who are the Acquiring Person or its Affiliates, or nominees or designees of any consolidation with thereof, which has the effect, directly or merger indirectly, of increasing by more than 1% the proportionate share of the outstanding shares of any class of equity securities or securities exercisable for or convertible into any class of equity securities of the Company into or with another corporation, or the sale of all or substantially all any of its assets to another corporation, Subsidiaries which is effected in such a manner that the holders directly or indirectly owned by an Acquiring Person or any Affiliate of Common Stock shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, an Acquiring Person then, as a part in each such case, upon the Close of Business 10 Business Days after the occurrence of such reorganizationevent, reclassification, consolidation, merger, or sale, as the case may be, lawful proper provision shall be made so that the each holder of the Warrant a Right, except as provided in Section 7(e) hereof, shall thereafter have the right thereafter to receive, upon exercise thereof at the Purchase Price in effect at the time of exercise in accordance with the terms of this Agreement, in lieu of one share of Class A Common Stock, such number of shares of Class A Common Stock of the Company as shall equal the result obtained by (x) multiplying an amount equal to the then current Purchase Price by an amount equal to the number of shares of Class A Common Stock for which a Right was or would have been exercisable immediately prior to the first occurrence of any such event whether or not such Right was then exercisable, and (y) dividing that product by 50% of the Current Market Price per share of the Class A Common Stock of the Company (as defined in Section 11(d) hereof) determined as of the date of such first occurrence. (iii) In lieu of issuing whole or fractional shares of Class A Common Stock in accordance with Section 7(c) hereof, the kind and amount Company shall (i) in the event that the number of shares of stock Class A Common Stock which are authorized by the Company's charter 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 in accordance with Section 7(c) hereof, or (ii) if a majority of the Board determines that it would be appropriate and not contrary to the interests of the holders of Rights (other than any Acquiring Person or Disqualified Transferee or any Affiliate of the Acquiring Person or Disqualified Transferee), (A) determine an amount, if any, (the "Excess Amount") equal to the excess of (1) the value (the "Current Value") of the whole or fractional shares of Class A Common Stock issuable upon the exercise of a Right in accordance with Section 7(c) hereof, over (2) the Purchase Price, and (B) with respect to each Right, (subject to Section 7(e) hereof) make adequate provision to substitute for such whole or fractional shares of Class A Common Stock, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) Class A Common Stock or other equity securities of the Company (including, without limitation, shares or units of Class B Common Stock or preferred stock which the Board has deemed in good faith to have the same value as a share of Class A Common Stock (such other equity securities or property shares of preferred stock being referred to herein as "Class A Common Stock Equivalents")), (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing (which would include the additional consideration provided to any holder would by reducing the Purchase Price) having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board; provided, however, subject to the -------- ------- provisions of Section 9(e) hereof, that if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within 30 days following the Close of Business 10 Business Days after the first occurrence of a Common Stock Event described in Section 11(a)(ii) hereof, then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, whole or fractional shares of Class A Common Stock (to the extent available) and then, if necessary, cash, securities, and/or assets which in the aggregate are equal to the Excess Amount. If the Board shall determine in good faith that it is likely that sufficient additional shares of Class A Common Stock or Class A Common Stock Equivalents could be authorized for issuance upon exercise in full of the Rights, the 30-day period set forth above may be extended to the extent necessary, but not more than 90 days following the Close of Business 10 Business Days after the first occurrence of such a Common Stock Event (such 30 day period) as it may be extended to 90 days, is referred to herein as the "Substitution Period"). To the extent that the Company determines that some action is to be taken pursuant to the preceding provisions of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof, that (except as to the form of consideration which shall be determined as appropriate by a majority of the Board) such action shall apply uniformly to all outstanding Rights which shall not have become null and void, 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 and/or to decide the appropriate form of distribution to be made pursuant to such provisions 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 entitled temporarily suspended. The Company shall thereafter 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 Class A Common Stock issuable upon exercise of a Right in accordance with Section 7(c) hereof shall be the Current Market Price per share of the Class A Common Stock (as determined pursuant to receive ifSection 11(d) hereof) on the Close of Business 10 Business Days after the date of the first occurrence of such a Common Stock Event and the value of any Class A Common Stock Equivalent shall be deemed to be equal to the Current Market Price per share of the Class A Common Stock on such date. (b) In the event the Company shall, after the Dividend Record Date, fix a record date for the issuance of any options, warrants, or other rights to all holders of Class A Common Stock and/or Class B Common Stock entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase (i) Class A Common Stock or (ii) securities convertible into or exchangeable for Class A Common Stock at a price per share of Class A Common Stock (or having a conversion price per share of Class A Common Stock, if a security is convertible into Class A Common Stock) less than the Current Market Price per share of Class A Common Stock (determined in accordance with Section 11(d) hereof) determined as of such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such reorganization, reclassification, consolidation, merger, or salerecord date by a fraction, the holder had held numerator of which shall be the number of Warrant Shares shares of Class A Common Stock outstanding on such record date plus the number of shares of Class A Common Stock which were then purchasable upon the exercise aggregate minimum offering price of the Warranttotal number of shares of Class A Common Stock so to be offered (and/or the aggregate minimum conversion price of such convertible securities so to be offered) would purchase at such Current Market Price, and the denominator of which shall be the number of shares of Class A Common Stock outstanding on such record date plus the maximum number of additional shares of Class A Common Stock to be offered for subscription or purchase (or the maximum number of shares into which such convertible securities so to be offered are convertible). In any case such casesubscription price may be paid by delivery of consideration part or all of which shall be in a form other than cash, appropriate adjustment (for purposes of this Section 11(b) the value of such consideration shall be the fair market value thereof as determined in good faith by the Board (which determination shall be described in an Officers' Certificate filed with the Rights Agent). Shares of Directors Class A Common Stock owned by or held for the account of the Company) 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 application event that such options, warrants or other rights are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed (subject, however, to such other adjustments as are provided herein). (c) In the event that the Company shall, after the Dividend Record Date, fix a record date for the making of a distribution to all holders of Class A Common Stock and/or Class B Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving or continuing Person) of evidences of indebtedness, cash (other than cash dividends paid out of the provisions set forth herein with respect to the rights and interest thereafter earnings or retained earnings of the holder Company and its Subsidiaries determined on a consolidated basis in accordance with generally accepted accounting principles consistently applied), other property (other than a dividend payable in shares of Class A Common Stock or Class B Common Stock, but including any dividend payable in capital stock other than Class A Common Stock or Class B Common Stock), or subscription rights or warrants (excluding those referred to in Section 11(b) hereof), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, of which the numerator shall be (i) the Current Market Price per share of Class A Common Stock (as defined in Section 11(d) hereof) determined as of such record date, less (ii) ---- the sum of (A) that portion of cash plus (B) the fair market value, as determined in good faith by the Board (which determination shall be described in an Officers' Certificate filed with the Rights Agent) of that portion of such evidences of indebtedness, such other property, and/or such subscription rights or warrants applicable to one share of Class A Common Stock and of which the denominator shall be such Current Market Price per share of the WarrantClass A Common Stock. Such adjustments shall be made successively whenever such a record date is fixed; and in the event such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed (subject, however, to such other adjustments as are provided herein). (d) For purposes of any computation pursuant to Section 11(a)(iii) hereof, the end that "Current Market Price" per share (or unit) of any security on any date shall be deemed to be the provisions set forth herein (including provisions with respect to adjustments average of the exercise price) shall thereafter be applicabledaily Closing Price of such security for the 10 consecutive Trading Days immediately after such date, as nearly as reasonably may be, in relation to and for the purpose of any shares of stock or other property thereafter deliverable upon the exercise of the Warrant.ot