Common use of Accountants' Report as to Adjustments Clause in Contracts

Accountants' Report as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable upon the exercise of this Warrant, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms of this Warrant and cause independent certified public accountants of recognized national standing (which may be the regular auditors of the Company) selected by the Company to verify such computation (other than any computation of the fair value of property as determined in good faith by the Board of Directors of the Company) and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or to be received by the Company for any additional shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the number of Warrant Shares in effect under this Warrant immediately prior to such issue or sale and as adjusted and readjusted (if required by Section 2) on account thereof. The Company will forthwith mail a copy of each such report to each Holder of a Warrant and will, upon the written request at any time of any Holder of a Warrant, furnish to such Holder a like report setting forth the number of Warrant Shares under this Warrant at the time in effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports at its principal office and will cause the same to be available for inspection at such office during normal business hours by any Holder of a Warrant or any prospective purchaser of a Warrant designated by the Holder thereof.

Accountants' Report as to Adjustments. In each case of any ------------------------------------- adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable upon the exercise of this Warrant, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms of this Warrant and cause independent certified public accountants of recognized national standing (which may be the regular auditors of the Company) selected by the Company to verify such computation (other than any computation of the fair value of property as determined in good faith by the Board of Directors of the Company (if Holder objects to such determination, Holder may seek and receive, at the Company's expense third party appraisal, which shall be the exclusive and binding determination to be used)) and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or to be received - by the Company for any additional shares Additional Shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common Stock outstanding - or deemed to be outstanding, and (c) the number of Warrant Shares Quantity in effect under this Warrant immediately - prior to such issue or sale and as adjusted and readjusted (if required by Section 2) on account thereof. The Company will forthwith mail a copy of each such report to each Holder of a Warrant and will, upon the written request at any time of any Holder of a Warrant, furnish to such Holder a like report setting forth the number of Warrant Shares under this Warrant Quantity at the time in effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports at its principal office and will cause the same to be available for inspection at such office during normal business hours by any Holder of a Warrant or any prospective purchaser of a Warrant designated by the Holder thereof.

Accountants' Report as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) Interests issuable upon the exercise of this Warrant, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms of this Warrant and cause independent certified public accountants of recognized national standing (which may be the regular auditors of the Company) selected by the Company to verify such computation (other than any computation of the fair value of property as determined in good faith by the Board of Directors of the Company) and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or to be received by the Company for any additional shares of Common Stock Additional Interests issued or sold or deemed to have been issued, (b) the number of shares of Common Stock Interests outstanding or deemed to be outstanding, and (c) the number of Warrant Shares Interest Quantity in effect under this Warrant immediately prior to such issue or sale and as adjusted and readjusted (if required by Section 2) on account thereof. The Company will forthwith mail a copy of each such report to each Holder of a Warrant and will, upon the written request at any time of any Holder of a Warrant, furnish to such Holder a like report setting forth the number of Warrant Shares under this Warrant Interest Quantity at the time in effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports at its principal office and will cause the same to be available for inspection at such office during normal business hours by any Holder of a Warrant or any prospective purchaser of a Warrant designated by the Holder thereof.

Accountants' Report as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable upon the exercise of this Warrantthe Warrants, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms of this Warrant and the Warrants and, if requested in writing to do so by any holder of a Warrant, will cause independent certified public accountants of recognized national standing selected by the Company (which may be the regular auditors of the Company) selected by the Company to verify such computation (other than any computation of the fair value of property as determined in good faith by the Board of Directors of computation. The Company or, if so requested, the Company) and 's independent public accountants, will prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including without limitation a statement of (a) the consideration received or to be received by the Company for any additional shares Additional Shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the number of Warrant Shares Price in effect under this Warrant immediately prior to such issue or sale and as adjusted and readjusted (if required by Section section 2) on account thereof. The Company will forthwith mail a copy of each such report to each Holder holder of a Warrant and will, upon the written request at any time of any Holder holder of a Warrant, furnish to such Holder holder a like report setting forth the number of Warrant Shares under this Warrant Price at the time in effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports at its principal office and will cause the same to be available for inspection at such office during normal business hours by any Holder holder of a Warrant or any prospective purchaser of a Warrant designated by the Holder holder thereof.

Accountants' Report as to Adjustments. In each case of any ------------------------------------- adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable upon the exercise of this Warrant, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms of this Warrant and cause independent certified public accountants of recognized national standing (which may be the regular auditors of the Company) selected by the Company to verify such computation (other than any computation of the fair value of property as determined in good faith by the Board of Directors of the Company (if Holder objects to such determination, Holder may seek and receive, at the Company's expense, third party appraisal, which shall be the exclusive and binding determination to be used)) and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or to be received by the Company for any additional shares Additional Shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the number of Warrant Shares Quantity in effect under this Warrant immediately prior to such issue or sale and as adjusted and readjusted (if required by Section 2) on account thereof. The Company will forthwith mail a copy of each such report to each Holder of a Warrant and will, upon the written request at any time of any Holder of a Warrant, furnish to such Holder a like report setting forth the number of Warrant Shares under this Warrant Quantity at the time in effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports at its principal office and will cause the same to be available for inspection at such office during normal business hours by any Holder of a Warrant or any prospective purchaser of a Warrant designated by the Holder thereof.

Accountants' Report as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable upon the exercise of this Warrant, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms of this Warrant and and, at the written request of the holder, cause independent certified public accountants of recognized national standing (which may be the regular auditors of the Company) selected by the Company to verify such computation (other than any computation of the fair value of property as determined in good faith by the Board of Directors of the Company) and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or to be received by the Company for any additional shares Additional Shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the number of Warrant Shares Price in effect under this Warrant immediately prior to such issue or sale and as adjusted and readjusted (if required by Section section 2) on account thereof. The Company will forthwith mail a copy of each such report to each Holder holder of a Warrant and will, upon the written request at any time of any Holder holder of a Warrant, furnish to such Holder holder a like report setting forth the number of Warrant Shares under this Warrant Price at the time in effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports at its principal office and will cause the same to be available for inspection at such office during normal business hours by any Holder holder of a Warrant or any prospective purchaser of a Warrant designated by the Holder holder thereof.

Accountants' Report as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable upon the exercise of this Warrant, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms of this Warrant and cause independent certified public accountants of recognized national standing (which may be the regular auditors of the Company) selected by the Company to verify such computation (other than any computation of the fair value of property as determined in good faith by the Board of Directors of the Company) and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or to be received by the Company for any additional shares Additional Shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the number of Warrant Shares Quantity in effect under this Warrant immediately prior to such issue or sale and as adjusted and readjusted (if required by Section 2) on account thereof. The Company will forthwith mail a copy of each such report to each Holder of a Warrant and will, upon the written request at any time of any Holder of a Warrant, furnish to such Holder a like report setting forth the number of Warrant Shares under this Warrant Quantity at the time in effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports at its principal office and will cause the same to be available for inspection at such office during normal business hours by any Holder of a Warrant or any prospective purchaser of a Warrant designated by the Holder thereof.

Accountants' Report as to Adjustments. In each case of any ------------------------------------- adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable upon the exercise of this Warrant, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms of this Warrant and cause independent certified public accountants of recognized national standing (which may be the regular auditors of the Company) selected by the Company to verify such computation (other than any computation of the fair value of property as determined in good faith by the Board of Directors of the Company) and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or to be received by the Company for any additional shares Additional Shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the number of Warrant Shares Price in effect under this Warrant immediately prior to such issue or sale and as adjusted and readjusted (if required by Section section 2) on account thereof. The Company will forthwith mail a copy of each such report to each Holder holder of a Warrant and will, upon the written request at any time of any Holder holder of a Warrant, furnish to such Holder holder a like report setting forth the number of Warrant Shares under this Warrant Price at the time in effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports at its principal office maintained pursuant to subdivision (a) of section 12.2 and will cause the same to be available for inspection at such office during normal business hours by any Holder holder of a Warrant or any prospective purchaser of a Warrant designated by the Holder holder thereof. Upon the written request at any time of any holder of a Warrant, the Company will cause independent certified public accountants of recognized national standing (which may be the regular auditors of the Company) selected by the Company to verify the Company's computations of adjustment or readjustment of terms of the Warrant (other than any computation of the fair value of property as determined in good faith by the Board of Directors) and related reports.

Accountants' Report as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable upon the exercise of this Warrant, the Company at its expense will shall promptly compute such adjustment or readjustment in accordance with the terms of this Warrant and cause independent certified public accountants of recognized national international standing (which may be the regular auditors of the Company) selected by the Company to verify such computation (other than any computation of the fair value of property as determined in good faith by the Board of Directors of the Company) and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or to be received by the Company for any additional shares Additional Shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the number of Warrant Shares Adjustment Factor in effect under this Warrant immediately prior to such issue or sale and as adjusted and readjusted (if required by Section 23) on account thereof. The Company will shall forthwith mail a copy of each such report to each Holder of a Warrant and willshall, upon the written request at any time of any Holder of a WarrantHolder, furnish to such Holder holder a like report setting forth the number of Warrant Shares under this Warrant Adjustment Factor at the time in effect and showing in reasonable detail how it was calculated. The Company will shall also keep copies of all such reports at its principal office and will shall cause the same to be available for inspection at such office during normal business hours by any Holder of a Warrant or any prospective purchaser of a Warrant designated by the Holder thereof.

Accountants' Report as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable upon the exercise of this Warrant, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms of this Warrant and cause independent certified public accountants of recognized national standing (which may be the regular auditors of the Company) selected by the Company to verify such computation (other than any computation of the fair value of property as determined in good faith by the Board of Directors of the Company) and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or to be received by the Company for any additional shares Additional Shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the number of Warrant Shares Quantity in effect under this Warrant immediately prior to such issue or sale and as adjusted and readjusted (if required by Section 2) on account thereof. The Company will forthwith mail a copy of each such report to each Holder of a Warrant and will, upon the written request at any time of any Holder of a Warrant, furnish to such Holder a like report setting forth the number of Warrant Shares under shares of Common Stock issuable upon the exercise of this Warrant at the time in effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports at its principal office and will cause the same to be available for inspection at such office during normal business hours by any Holder of a Warrant or any prospective purchaser of a Warrant designated by the Holder thereof.

Accountants' Report as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable upon the exercise of this Warrant, the Company Holdings at its sole expense will promptly compute such adjustment or readjustment in accordance with the terms of this Warrant and give written notice thereof to holder. Upon CapitalSource Holdings LLC's written request, Holdings shall cause independent certified public accountants of recognized national standing (which may be the regular auditors of the CompanyHoldings) selected by the Company Holdings to verify such computation (other than (i) any computation of the fair market value of property or (ii) any determination of Market Price, both as determined in good faith by the Board of Directors of Holdings) and, in connection with the Company) and preparation of Holdings's annual financial statements, prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or to be received by the Company Holdings for any additional shares Additional Shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the number of Warrant Shares Price in effect under this Warrant immediately prior to such issue or sale and as adjusted and readjusted (if required by Section 22 hereof) on account thereof. The Company Holdings will forthwith mail a copy of each such report to each Holder holder of a Warrant and will, upon the written request at any time of any Holder holder of a Warrant, furnish to such Holder holder a like report setting forth the number of Warrant Shares under this Warrant Price at the time in effect and showing in reasonable detail how it was calculated. The Company Holdings will also keep copies of all such reports at its principal office maintained pursuant to Section 14.2(a) hereof and will cause the same to be available for inspection at such office during normal business hours by any Holder holder of a Warrant or any prospective purchaser of a Warrant designated by the Holder holder thereof.

Accountants' Report as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) Warrant Shares issuable upon the exercise of this Warrant, the Company at its sole expense will shall, as promptly as reasonably practicable following such adjustment or readjustment, compute such adjustment or readjustment in accordance with the terms of this Warrant and cause independent certified public accountants of recognized national standing (which may be the regular auditors of the Company) selected by the Warrant. The Company to verify such computation (other than any computation of the fair value of property shall, as determined in good faith by the Board of Directors of the Company) and prepare a report setting forth promptly as reasonably practicable following such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is basedreadjustment, including a statement of (a) the consideration received or to be received by the Company for any additional shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the number of Warrant Shares in effect under this Warrant immediately prior to such issue or sale and as adjusted and readjusted (if required by Section 2) on account thereof. The Company will forthwith mail a copy of each such report computation to each Holder of a Warrant and willshall, upon the written request at any time of any Holder of a Warrantsuch Holder, furnish to such Holder a like report statement setting forth the number of Warrant Shares under this Warrant Exercise Price at the time in effect and showing in reasonable detail how it was calculated. After receipt of such statement, such Holder shall have 30 days to review such statement, and shall have reasonable access to the books and records of the Company, and its personnel, during such 30-day period to the extent such records relate to, or such personnel was involved with, calculating such statement. On or before the last day of such 30-day period, such Holder may object to such statement by delivering to the Company a statement of objections, after which the Company and such Holder shall negotiate in good faith to resolve such objections. If such objections are not resolved within 15 days of such Holder’s delivery of such statement of objections, then the disputed matters shall be submitted for resolution to a Resolving Accountant. The Company will also keep copies and the Holder shall direct the Resolving Accountant to resolve such matters within 30 days of all its engagement, and the determination of the Resolving Accountant shall be binding on such reports at its principal office and will cause parties. The fees of the same Resolving Accountant shall be borne by the Company or the Holder in a proportion to be available for inspection at such office during normal business hours by any Holder of a Warrant or any prospective purchaser of a Warrant designated determined by the Holder thereofResolving Accountant, which proportion shall be based on the relative accuracy of the calculations set forth by such Persons.

Accountants' Report as to Adjustments. In each case of any ------------------------------------- adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable upon the exercise of this Warrant, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms of this Warrant and cause independent certified public accountants of recognized national standing (which may be the regular auditors of the Company) selected by the Company to verify such computation (other than any computation of the fair value of property as determined in good faith by the Board of Directors of the Company) and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or to be received by the Company for any additional shares - Additional Shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common Stock outstanding or deemed to be - outstanding, and (c) the number of Warrant Shares Quantity in effect under this Warrant immediately prior to such - issue or sale and as adjusted and readjusted (if required by Section 2) on account thereof. The Company will forthwith mail a copy of each such report to each Holder of a Warrant and will, upon the written request at any time of any Holder of a Warrant, furnish to such Holder a like report setting forth the number of Warrant Shares under this Warrant Quantity at the time in effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports at its principal office and will cause the same to be available for inspection at such office during normal business hours by any Holder of a Warrant or any prospective purchaser of a Warrant designated by the Holder thereof.

Accountants' Report as to Adjustments. In each case of any ------------------------------------- adjustment or readjustment in the shares of of-Common Stock (or Other Securities) issuable upon the exercise of this Warrant, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms of this Warrant and cause independent certified public accountants of recognized national standing (which may be the regular auditors of the Company) selected by the Company to verify such computation (other than any computation of the fair value of property as determined in good faith by the Board of Directors of the Company (if Holder objects to such determination, Holder may seek and receive, at the Company's expense third party appraisal, which shall be the exclusive and binding determination to be used)) and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or to be received - by the Company for any additional shares Additional Shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common Stock outstanding - or deemed to be outstanding, and (c) the number of Warrant Shares Quantity in effect under this Warrant immediately - prior to such issue or sale and as adjusted and readjusted (if required by Section 2) on account thereof. The Company will forthwith mail a copy of each such report to each Holder of a Warrant and will, upon the written request at any time of any Holder of a Warrant, furnish to such Holder a like report setting forth the number of Warrant Shares under this Warrant Quantity at the time in effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports at its principal office and will cause the same to be available for inspection at such office during normal business hours by any Holder of a Warrant or any prospective purchaser of a Warrant designated by the Holder thereof.

Accountants' Report as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable upon the exercise of this Warrant, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms of this Warrant and cause independent certified public accountants of recognized national standing (which may be the regular auditors of the Company) selected by the Company to verify such computation (other than any computation of the fair value of property as determined in good faith by the Board of Directors of the Company) and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including a statement of (aA) the consideration received or to be received by the Company for any additional shares Additional Shares of Common Stock issued or sold or deemed to have been issued, (bB) the number of shares of Common Stock outstanding or deemed to be outstanding, and (cC) the number of Warrant Shares Price in effect under this Warrant immediately prior to such issue or sale and as adjusted and readjusted (if required by Section 2) on account thereof. The Company will forthwith mail a copy of each such report to each Holder holder of a Warrant and will, upon the written request at any time of any Holder holder of a Warrant, furnish to such Holder holder a like report setting forth the number of Warrant Shares under this Warrant Price at the time in effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports at its principal office and will cause the same to be available for inspection at such office during normal business hours by any Holder holder of a Warrant or any prospective purchaser of a Warrant designated by the Holder holder thereof.

Accountants' Report as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable upon the exercise of this Warrantthe Warrants, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms of this Warrant the Warrants and cause independent certified public accountants of recognized national standing (which may to be the regular auditors delivered a certificate of the Company) selected by chief financial officer of the Company to verify such computation (other than any computation of the fair value of property as determined in good faith by the Board of Directors of the Company) and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including a statement of without limitation (a) the consideration received or to be received by the Company for any additional shares Additional Shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the number of Warrant Shares Price in effect under this Warrant immediately prior to such issue or sale and as adjusted and readjusted (if required by Section section 2) on account thereof. In addition, at least annually in connection with the audit of the Company's financial statements, if there shall have been any adjustment or readjustment during the previous fiscal year, the Company will cause independent public accountants of recognized national standing selected by the Company (which may be the regular auditors of the Company) to verify all computations made by the Company and prepare a report setting forth such adjustments or readjustments and showing in reasonable detail the method of calculation thereof. The Company will forthwith mail a copy of each such certificate and each such report to each Holder of a Warrant and will, upon the written request at any time of any Holder holder of a Warrant, furnish to such Holder a like report setting forth the number of Warrant Shares under this Warrant at the time in effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such certificates and reports at its principal office and will cause the same to be available for inspection at such office during normal business hours by any Holder holder of a Warrant or any prospective purchaser of a Warrant designated by the Holder holder thereof.

Accountants' Report as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) or Preferred Stock issuable upon the exercise of this Warrant, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms of this Warrant and cause independent certified public accountants of recognized national standing (which may be the regular auditors of the Company) selected by the Company to verify such computation (other than any computation of the fair value of property as determined in good faith by the Board of Directors of the Company) and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or to be received by the Company for any additional shares Additional Shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the number of Warrant Shares A Price in effect under this Warrant immediately prior to such issue or sale and as adjusted and readjusted (if required by Section 22 hereof) on account thereof. The Company will forthwith mail a copy of each such report to each Holder holder of a Warrant and will, upon the written request at any time of any Holder holder of a Warrant, furnish to such Holder holder a like report setting forth the number of Warrant Shares under this A Price and the Warrant B Price at the time in effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports at its principal office maintained pursuant to Section 16.2(a) hereof and will cause the same to be available for inspection at such office during normal business hours by any Holder holder of a Warrant or any prospective purchaser of a Warrant designated by the Holder holder thereof.

Accountants' Report as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock or Preferred Stock (or Other Securities) issuable upon the exercise of this Warrant, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms of this Warrant and Warrant. In the event of a dispute in connection with such adjustment, the Company at its own expense will cause independent certified public accountants of recognized national standing (which may be the regular auditors of the Company) selected by the Company to verify such computation (other than any computation of the fair value of property as determined in good faith by the Board of Directors of the Company) and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment re-adjustment is based, including a statement of (a) the consideration received or to be received by the Company for any additional shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the number of Warrant Shares in effect under this Warrant immediately prior to such issue or sale and as adjusted and readjusted (if required by Section 2) on account thereof. The Company will forthwith mail a copy of each such report to each the Holder of a Warrant and will, upon the written request at any time of any Holder of a Warrantthe Holder, furnish to such the Holder a like report setting forth the number of Warrant Shares under this Warrant Common Stock Exercise Price and the Preferred Stock Exercise Price at the time in effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports at its principal office maintained pursuant to Section 11.2(a) hereof and will cause the same to be available for inspection at such office during normal business hours by any the Holder of a Warrant or any prospective purchaser of a Warrant designated by the Holder holder thereof.

Accountants' Report as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable upon the exercise of this Warrant, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms of this Warrant and cause independent certified public accountants of recognized national standing (which may such firm to be subject to the regular auditors approval of the CompanyWand/Xxxxxx Investments L.P.) selected by the Company to verify such computation (other than any computation of the fair value of property as determined in good faith by the Board of Directors of the Company) and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or to be received by the Company for any additional shares Additional Shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the number of Warrant Shares Price in effect under this Warrant immediately prior to such issue or sale and as adjusted and readjusted (if required by Section section 2) on account thereof. The Company will forthwith mail a copy of each such report to each Holder holder of a Warrant and will, upon the written request at any time of any Holder holder of a Warrant, furnish to such Holder holder a like report setting forth the number of Warrant Shares under this Warrant Price at the time in effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports at its principal office and will cause the same to be available for inspection at such office during normal business hours by any Holder holder of a Warrant or any prospective purchaser of a Warrant designated by the Holder holder thereof.

Accountants' Report as to Adjustments. In each case of any ------------------------------------- adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable upon the exercise of this Warrant, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms of this Warrant and cause independent certified public accountants of recognized national standing (which may be the regular auditors of the Company) selected by the Company to verify such computation (other than any computation of the fair value of property as determined in good faith by the Board of Directors of the Company) and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or to be received by the Company for any additional shares - Additional Shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common Stock outstanding or deemed to be - outstanding, and (c) the number of Warrant Shares Price in effect under this Warrant immediately prior to such issue - or sale and as adjusted and readjusted (if required by Section section 2) on account thereof. The Company will forthwith mail a copy of each such report to each Holder holder of a Warrant and will, upon the written request at any time of any Holder holder of a Warrant, furnish to such Holder holder a like report setting forth the number of Warrant Shares under this Warrant Price at the time in effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports at its principal office and will cause the same to be available for inspection at such office during normal business hours by any Holder holder of a Warrant or any prospective purchaser of a Warrant designated by the Holder holder thereof.

Accountants' Report as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable upon the exercise of this Warrant, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms of this Warrant and cause independent certified public accountants of recognized national standing (which may be the regular auditors of the Company) selected by the Company to verify such computation (other than any computation of the fair value of property as determined in good faith by the Board of Directors of the Company) and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or to be received by the Company for any additional shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the number Series B Warrant No. B-Agent Page — 6 of Warrant Shares in effect under this Warrant immediately prior to such issue or sale and as adjusted and readjusted (if required by Section 2) on account thereof. The Company will forthwith mail a copy of each such report to each Holder of a Warrant and will, upon the written request at any time of any Holder of a Warrant, furnish to such Holder a like report setting forth the number of Warrant Shares under this Warrant at the time in effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports at its principal office and will cause the same to be available for inspection at such office during normal business hours by any Holder of a Warrant or any prospective purchaser of a Warrant designated by the Holder thereof.

Accountants' Report as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable upon the exercise of this Warrant, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms of this Warrant and cause independent certified public accountants of recognized national standing (which may be the regular auditors of the Company) selected by the Company to verify such computation (other than any computation of the fair value of property as determined in good faith by the Board of Directors of the Company) and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or to be received by the Company for any additional shares Additional Shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the number of Warrant Shares Quantity in effect under this Warrant immediately prior to such issue or sale and as adjusted and readjusted (if required by Section 2) on account thereof. The Company will forthwith mail a copy of each such report to each Holder of a Warrant and will, upon the written request at any time of any Holder of a Warrant, furnish to such Holder a like report setting forth the number of Warrant Shares under shares of Common Stock issuable upon the exercise of this Warrant at the time in effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports at its principal office and will cause the same to be available for inspection at such office during normal business hours by any Holder of a Warrant or any prospective purchaser of a Warrant designated by the Holder thereof.. Notwithstanding the foregoing the Company shall not be

Accountants' Report as to Adjustments. In each case of any ------------------------------------- adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable upon the exercise of this Warrant, the Company at its expense will shall promptly compute such adjustment or readjustment in accordance with the terms of this Warrant and cause independent certified public accountants of recognized national standing (which may be the regular auditors of the Company) selected by the Company to verify such computation (other than any an computation of the fair value of property as determined in good faith by the Board of Directors of the Companyproperty) and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or to be received by the Company for any additional shares Additional Shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the number of Warrant Shares Purchase Price in effect under this Warrant immediately prior to such issue or sale and as adjusted and readjusted (if required by Section 23) on account thereof. The Company will shall forthwith mail a copy of each such report to each Holder holder of a Warrant and willshall, upon the written request at any time of any Holder holder of a Warrant, furnish to such Holder holder a like report setting forth the number of Warrant Shares under this Warrant at the time in effect and showing in reasonable detail how it was calculatedreport. The Company will shall also keep copies of all such reports at its principal office and will shall cause the same to be available for inspection at such office during normal business hours by any Holder holder of a Warrant or any prospective purchaser of a Warrant designated by the Holder holder thereof.

Accountants' Report as to Adjustments. In each case of any adjustment or readjustment in of the shares Warrant Amount, the Warrant Term, the Warrant Price or any other adjustment or readjustment pursuant to the terms of Common Stock (the Agreement or Other Securities) issuable this Certificate, or upon the exercise written request at any time of this Warrantany Holder, the Company at its expense will promptly compute such adjustment or readjustment (the “Company Calculation”) in accordance with the terms of this Warrant Certificate and the Agreement and cause independent certified public accountants of recognized national standing (which may be the regular auditors of the Company) selected by the Company ’s Principal Financial Officer to verify such computation (other than any computation of the fair value of property as determined in good faith by the Board of Directors of the Company) and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or to be received by the Company for any additional shares of Common Stock issued or sold or deemed to have been issuedWarrant Amount, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, Warrant Term and (c) the number of Warrant Shares Price in effect under this Warrant immediately prior to such issue adjustment or sale and readjustment (as adjusted and readjusted (if required by Section 2) on account thereofreadjusted, as applicable). The Company will forthwith mail deliver a copy of each such report to each Holder of a Warrant and will, upon the written request at any time of any Holder of a Warrant, furnish to such Holder a like report setting forth the number of Warrant Shares under this Warrant at the time in effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports at its principal office and will cause the same to be available for inspection at such office during normal business hours by any Holder. The Holder may dispute the Company Calculation by providing its computation of a Warrant such adjustment or any prospective purchaser readjustment (the “Holder Calculation”) and requesting in writing that independent certified public accountants of a Warrant designated recognized national standing (which may be the regular auditors of the Company) selected by the Company verify the Company Calculation. The Holder thereofshall be responsible for the costs and expenses of such accountants if the difference between the computation of the adjustment or readjustment by such accountants (the “Accountant Calculation”) and the Holder Calculation is greater than the difference between the Accountant Calculation and the Company Calculation, and otherwise the Company shall bear such costs and expenses.

Accountants' Report as to Adjustments. In each case of any ------------------------------------- adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable upon the exercise of this Warrant, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms of this Warrant and cause independent certified public accountants of recognized national standing (which may be the regular auditors of the Company) selected by the Company to verify such computation (other than any computation of the fair value of property as determined in good faith by the Board of Directors of the Company) and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or to be received by the Company for any additional shares Additional Shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the number of Warrant Shares Price in effect under this Warrant immediately prior to such issue or sale and as adjusted and readjusted (if required by Section section 2) on account thereof. The Company will forthwith mail a copy of each such report to each Holder holder of a Warrant and will, upon the written request at any time of any Holder holder of a Warrant, furnish to such Holder holder a like report setting forth the number of Warrant Shares under this Warrant Price at the time in effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports at its principal office maintained pursuant to subdivision (a) of section 12.2 and will cause the same to be available for inspection at such office during normal business hours by any Holder holder of a Warrant or any prospective purchaser Purchaser of a Warrant designated by the Holder holder thereof. Upon the written request at any time of any holder of a Warrant, the Company will cause independent certified public accountants of recognized national standing (which may be the regular auditors of the Company) selected by the Company to verify the Company's computations of adjustment or readjustment of terms of the Warrant (other than any computation of the fair value of property as determined in good faith by the Board of Directors) and related reports.

Accountants' Report as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) Warrant Shares issuable upon the exercise of this Warrant, the Company at its sole expense will promptly compute such adjustment or readjustment in accordance with the terms of this Warrant and cause independent certified public accountants of recognized national standing (which may be the regular auditors of the Company) selected by the Company to verify such computation (other than any computation of the fair value of property as Fair Market Value, which shall be determined in good faith by accordance with the Board of Directors definition thereof) and, in connection with the preparation of the Company) and ’s quarterly financial statements, prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or to be received by the Company for any additional shares of Common Stock Additional Shares issued or sold or deemed to have been issued, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, outstanding and (c) the number of Warrant Shares Price in effect under this Warrant immediately prior to such issue or sale and as adjusted and readjusted (if required by Section 2) on account thereof. The Company will forthwith mail a copy of each such report to each Holder of a Warrant and will, upon the written request at any time of any Holder of a Warrantsuch Holder, furnish to such Holder a like report setting forth the number of Warrant Shares under this Warrant Price at the time in effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports at its principal office Chief Executive Office and will cause the same to be available for inspection at such office during normal business hours by any Holder of a Warrant or any prospective purchaser of a this Warrant designated by the Holder thereofHolder.

Accountants' Report as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable upon the exercise of this Warrant, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms of this Warrant and cause independent certified public accountants of recognized national standing (which may be the regular auditors of the Company) selected by the Company to verify such computation (other than any computation of the fair value of property as determined in good faith by the Board of Directors of the Company) and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or to be received by the Company for any additional shares Additional Shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the number of Warrant Shares Price in effect under this Warrant immediately prior to such issue or sale and as adjusted and readjusted (if required by Section 22 hereof) on account thereof. The Company will forthwith mail a copy of each such report to each Holder holder of a Warrant and will, upon the written request at any time of any Holder holder of a Warrant, furnish to such Holder holder a like report setting forth the number of Warrant Shares under this Warrant Price at the time in effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports at its principal office maintained pursuant to Section 12.2(a) hereof and will cause the same to be available for inspection at such office during normal business hours by any Holder holder of a Warrant or any prospective purchaser of a Warrant designated by the Holder holder thereof.

Accountants' Report as to Adjustments. In each case of any ------------------------------------- adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable upon the exercise of this Warrant, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms of this Warrant and cause independent certified public accountants of recognized national standing (which may such firm to be subject to the regular auditors approval of the CompanyThe Holder) selected by the Company to verify such computation (other than any computation of the fair value of property as determined in good faith by the Board of Directors of the Company) and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received - or to be received by the Company for any additional shares Additional Shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common - Stock outstanding or deemed to be outstanding, and (c) the number of Warrant Shares Price in - effect under this Warrant immediately prior to such issue or sale and as adjusted and readjusted (if required by Section section 2) on account thereof. The Company will forthwith mail a copy of each such report to each The Holder of a Warrant and will, upon the written request at any time of any Holder of a Warrantthe Holder, furnish to such the Holder a like report setting forth the number of Warrant Shares under this Warrant Price at the time in effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports at its principal office and will cause the same to be available for inspection at such office during normal business hours by any The Holder of a Warrant or any prospective purchaser of a Warrant designated by the Holder holder thereof.

Accountants' Report as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable upon the exercise of this Warrant, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms of this Warrant and cause independent certified public accountants of recognized national standing (which may be the regular auditors of the Company) selected by the Company to verify such computation (other than any computation of the fair value of property as determined in good faith by the Board of Directors of the Company) and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or to be received by the Company for any additional shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the number of Warrant Shares Quantity in effect under this Warrant immediately prior to such issue or sale and as adjusted and readjusted (if required by Section 2) on account thereof. The Company will forthwith mail a copy of each such report to each Holder of a Warrant and will, upon the written request at any time of any Holder of a Warrant, furnish to such Holder a like report setting forth the number of Warrant Shares under this Warrant Quantity at the time in effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports at its principal office and will cause the same to be available for inspection at such office during normal business hours by any Holder of a Warrant or any prospective purchaser of a Warrant designated by the Holder thereof.

Accountants' Report as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable upon the exercise of this Warrant, the Company at its expense will shall promptly compute such adjustment or readjustment in accordance with the terms of this Warrant and cause independent certified public accountants of recognized national standing (which may be the regular auditors of the Company) selected by the Company to verify such computation (other than any computation of the fair value of property as determined in good faith by the Board of Directors of the Company) and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or to be received by the Company for any additional shares Additional Shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the number of Warrant Shares Adjustment Factor in effect under this Warrant immediately prior to such issue or sale and as adjusted and readjusted (if required by Section 23) on account thereof. The Company will shall forthwith mail a copy of each such report to each Holder of a Warrant and willshall, upon the written request at any time of any Holder of a WarrantHolder, furnish to such Holder holder a like report setting forth the number of Warrant Shares under this Warrant Adjustment Factor at the time in effect and showing in reasonable detail how it was calculated. The Company will shall also keep copies of all such reports at its principal office and will shall cause the same to be available for inspection at such office during normal business hours by any Holder of a Warrant or any prospective purchaser of a Warrant designated by the Holder thereof.

Accountants' Report as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable upon the exercise of this Warrant, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms of this Warrant and cause independent certified public accountants of recognized national standing (which may be the regular auditors of the Company) selected by the Company to verify such computation (other than any computation of the fair value of property as determined in good faith by the Board of Directors of the Company) and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or to be received by the Company for any additional shares of Common Stock issued or sold or deemed to have been issued, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the number Series B Warrant No. B-4 Page — 6 of Warrant Shares in effect under this Warrant immediately prior to such issue or sale and as adjusted and readjusted (if required by Section 2) on account thereof. The Company will forthwith mail a copy of each such report to each Holder of a Warrant and will, upon the written request at any time of any Holder of a Warrant, furnish to such Holder a like report setting forth the number of Warrant Shares under this Warrant at the time in effect and showing in reasonable detail how it was calculated. The Company will also keep copies of all such reports at its principal office and will cause the same to be available for inspection at such office during normal business hours by any Holder of a Warrant or any prospective purchaser of a Warrant designated by the Holder thereof.