Common use of Adjustment for Rights Issue Clause in Contracts

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them to purchase shares of Common Stock at a price per share less than the Closing Price per share on the Business Day immediately preceding the ex-dividend date for such distribution of rights, options or warrants, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares of Common Stock outstanding on the record date for such distribution. A = the number of additional shares of Common Stock issuable pursuant to such rights or warrants. P = the purchase price per share of the additional shares. M = the Closing Price per share of Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of shares of Common Stock issuable upon exercise of each Warrant shall be immediately readjusted to what it would have been if “N” in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them for a period expiring within 45 days after the record date mentioned below to purchase shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock, at a price per share less than the Closing Price Fair Value per share on the Business Day immediately preceding the ex-dividend date for such distribution of rights, options or warrantsthat record date, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with the formula: O + N x P E’ = E x M O + N where: NE’ = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares of Common Stock outstanding on the record date for such distributiondate. A N = the number of additional shares of Common Stock issuable pursuant to such rights rights, options or warrants. P = the purchase aggregate price per share of the additional shares. M = the Closing Price Fair Value per share of Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be immediately readjusted to what it would have been if “N” in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them to purchase shares of Common Stock at a price per share less than the Closing Price per share on the Business Day immediately preceding the ex-dividend date for such distribution of rights, options or warrants, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: O + A N' = N x ------------- O + (A x P/M) where: N’ ' = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares of Common Stock outstanding on the record date for such distribution. A = the number of additional shares of Common Stock issuable pursuant to such rights or warrants. P = the purchase price per share of the additional shares. M = the Closing Price per share of Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of shares of Common Stock issuable upon exercise of each Warrant shall be immediately readjusted to what it would have been if “"N” " in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If after the Original Issue Date the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them to purchase shares of Common Stock or securities directly or indirectly convertible into or exchangeable for Common Stock (or options or rights with respect to such securities) at a price per share less than the Closing Price current market price per share on the Business Day immediately preceding the ex-dividend record date for such distribution the determination of stockholders entitled to receive the rights, options or warrants, the number of shares of Common Stock Warrant Shares issuable upon exercise of each one Warrant shall be adjusted in accordance with the formula: N' = N x (O + A) ----------------- (O + (A x P)) - M where: N’ ' = the adjusted number of shares of Common Stock Warrant Shares issuable upon exercise of each one Warrant. N = the current number of shares of Common Stock Warrant Shares issuable upon exercise of each one Warrant. O = the number of shares of Common Stock outstanding on the record date for such distributiondate. A = the number of additional shares of Common Stock issuable offered pursuant to such rights or warrantsissuance. P = the purchase offering price per share of the additional shares. M = the Closing Price current market price per share of Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of shares of Common Stock Warrant Shares issuable upon exercise of each Warrant the Warrants shall be immediately readjusted to what it would have been if “N” the shares represented by "A" in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them at any time after the record date mentioned below to purchase shares of Common Stock at a price per share less than the Closing Current Market Price (as defined in Section 10(f)) per share on the Business Day immediately preceding the ex-dividend date for such distribution of rights, options or warrantsthat record date, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with the formula: N x P O + ----- M E' + E x --------- O + N where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares of Common Stock outstanding on the record date for such distributiondate. A N = the number of additional shares of Common Stock issuable pursuant to such rights upon exercise of the rights, options or warrantswarrants offered. P = the purchase exercise price per share of the additional sharesshares issuable upon exercise of the rights, options or warrants. M = the Closing Current Market Price per share of Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, (i) not all rights, options or warrants shall have been exercised, or (ii) the number of exercise price per share for which shares of Common Stock are issuable pursuant to such rights, options or warrants shall be increased or decreased solely by virtue of provisions therein contained for an automatic increase or decrease in such exercise price per share upon exercise the occurrence of each Warrant a specified date or event, then, the Exercise Price shall be immediately readjusted to what it would have been if “if, in the case of clause (i) above, "N” " in the above formula had been the number of shares actually issuedissued or, in the case of clause (ii) above, "P" in the above formula had been the exercise price per share, as so increased or decreased, as the case may be.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them to purchase shares of Common Stock at a price per share less than the Closing Last Reported Sale Price per share on the Business Day immediately preceding the ex-dividend date for such distribution of rights, options or warrants, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares of Common Stock outstanding on the record date for such distribution. A = the number of additional shares of Common Stock issuable pursuant to such rights rights, options or warrants. P = the purchase price per share of the additional shares. M = the Closing Last Reported Sale Price per share of Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of shares of Common Stock issuable upon exercise of each Warrant shall be immediately readjusted to what it would have been if “N” in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company DIMAC Holdings distributes (and receives no consideration therefor) any rights, options or warrants (whether or not immediately exercisable) to all holders of any class of its Common Stock entitling them to purchase shares of Common Stock at a price per share less than the Closing Price Specified Value per share on the Business Day immediately preceding the ex-dividend record date for relating to such distribution of rights, options or warrantsdistribution, the number of shares of Common Stock issuable upon exercise of each Warrant Number shall be adjusted in accordance with the following formula: W'=~W `TIMES` {O `+` N} OVER {O `+ `{{N `TIMES` P} OVER M}} where: N’ W' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantWarrant Number. N W = the current number of shares of Common Stock issuable upon exercise of each WarrantWarrant Number immediately prior to the record date for any such distribution. O = the number of shares of Common Stock outstanding on the record date for any such distribution. A N = the number of additional shares of Common Stock issuable pursuant to upon exercise of such rights rights, options or warrants. P = the purchase exercise price per share of the additional sharessuch rights, options or warrants. M = the Closing Price Specified Value per share of Common Stock on the record datedate for any such distribution. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of shares of Common Stock issuable upon exercise of each adjusted Warrant Number shall be immediately readjusted to what it would have been if “"N” " in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock Ordinary Shares entitling them to purchase shares of Common Stock Ordinary Shares at a price per share less than the Closing Price per share on the Business Day immediately preceding the ex-dividend date for such distribution of rights, options or warrants, the number of shares of Common Stock Ordinary Shares issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: N’ = N x O + A O + (A x P/M) where: N’ = the adjusted number of shares of Common Stock Ordinary Shares issuable upon exercise of each Warrant. N = the current number of shares of Common Stock Ordinary Shares issuable upon exercise of each Warrant. O = the number of shares of Common Stock Ordinary Shares outstanding on the record date for such distribution. A = the number of additional shares of Common Stock Ordinary Shares issuable pursuant to such rights rights, options or warrants. P = the purchase price per share of the additional shares. M = the Closing Price per share of Common Stock Ordinary Share on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders shareholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of shares of Common Stock Ordinary Shares issuable upon exercise of each Warrant shall be immediately readjusted to what it would have been if “N” in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company QES distributes (and receives no consideration therefor) any rights, options or warrants (regardless of whether immediately exercisable) to all holders of any class of its Common Stock entitling them to purchase units or shares of Common Stock at a price per share less than the Closing Price Specified Value per unit or share on the Business Day immediately preceding the ex-dividend record date for relating to such distribution of rights, options or warrantsdistribution, the number of shares of Common Stock issuable upon exercise of each Warrant Number shall be adjusted in accordance with the following formula: where: NW’ = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantWarrant Number. N W = the current number of shares of Common Stock issuable upon exercise of each WarrantWarrant Number immediately prior to the record date for any such distribution. O = the number of units or shares of Common Stock outstanding on the record date for any such distribution. A N = the number of additional units or shares of Common Stock issuable pursuant to upon exercise of such rights rights, options or warrants. P = the purchase exercise price per share of the additional sharessuch rights, options or warrants. M = the Closing Price Specified Value per unit or share of Common Stock on the record datedate for any such distribution. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of shares of Common Stock issuable upon exercise of each adjusted Warrant Number shall be immediately readjusted to what it would have been if “N” in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes (and receives no consideration therefor) any rights, options or warrants (whether or not immediately exercisable) to all holders of any class of its Common Stock entitling them to purchase shares of Common Stock at a price per share less than the Closing Price Specified Value per share on the Business Day immediately preceding the ex-dividend record date for relating to such distribution of rights, options or warrantsdistribution, the number of shares of Common Stock issuable upon exercise of each Warrant Number shall be adjusted in accordance with the following formula: W' = W × {(O + N) ÷ [O + [(N × P) ÷ M]]} where: N’ W' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantWarrant Number. N W = the current number of shares of Common Stock issuable upon exercise of each WarrantWarrant Number immediately prior to the record date for any such distribution. O = the number of shares of Common Stock outstanding on the record date for any such distribution. A N = the number of additional shares of Common Stock issuable pursuant to upon exercise of such rights rights, options or warrants. P = the purchase exercise price per share of the additional sharessuch rights, options or warrants. M = the Closing Price Specified Value per share of Common Stock on the record datedate for any such distribution. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of shares of Common Stock issuable upon exercise of each adjusted Warrant Number shall be immediately readjusted to what it would have been if “"N” " in the above formula had been the number of shares actually issued; provided, however, to the extent that any Warrants have been exercised prior to any such readjustment, the number of Warrant Shares that have been delivered or the number of Warrant Shares to be delivered pursuant to such exercise shall not be subject to any readjustment.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants (whether or not immediately exercisable) to all holders of its Common Stock entitling them to purchase shares of Common Stock at a price per share less than the Closing Price Current Market Value per share on within 60 days after the Business Day immediately preceding the ex-dividend record date for relating to such distribution of rights, options or warrantsdistribution, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with the formula: O + N x P E‘ = E x M O + N where: N’ E‘ = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares of Common Stock outstanding on the record date for any such distribution. A N = the number of additional shares of Common Stock issuable pursuant to upon exercise of such rights rights, options or warrants. P = the purchase exercise price per share of the additional sharessuch rights, options or warrants. M = the Closing Price Current Market Value per share of Common Stock on the record datedate for any such distribution. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be immediately readjusted to what it would have been if “N” in the above formula had been the number of shares actually issued. No adjustment shall be required under this subsection (b) if at the time of such distribution the Company makes the same distribution to Holders of Warrants as it makes to holders of shares of Common Stock pro rata based on the number of shares of Common Stock for which such Warrants are exercisable (whether or not currently exercisable). No adjustment shall be made pursuant to this subsection (b) which shall be have the effect of decreasing the number of Warrant Shares purchasable upon exercise of each Warrant.

Adjustment for Rights Issue. If If, after the date of this Agreement, the Company distributes any rights, options or warrants warrants, other than pursuant to any dividend reinvestment, share purchase or similar plans, to all holders of its the Company’s Common Stock entitling them to purchase or subscribe for, for a period expiring within 60 days, shares of Common Stock at a price per share less than the Closing Current Market Price per share as of the Time of Determination (except that no adjustment will be made if Holders of the Units may participate in the distribution on a basis and with the Business Day immediately preceding notice that the ex-dividend date for such distribution Company’s Board of rights, options or warrantsDirectors determines to be fair and appropriate), the number of shares of Common Stock issuable upon exercise of each Warrant share components shall be adjusted in accordance with by multiplying them by a fraction: • the formula: where: N’ = numerator of which is the adjusted number sum of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = (a) the number of shares of Common Stock outstanding on the record date fixed for such distribution. A = the applicable distribution plus (b) the total number of additional shares of Common Stock issuable pursuant to such rights offered for subscription or warrants. P = purchase, and • the purchase price per share denominator of which is the additional shares. M = sum of (a) the Closing Price per share number of shares of Common Stock outstanding on the record datedate fixed for the distribution plus (b) the total number of shares of Common Stock that the aggregate offering price of the total number of shares offered for subscription or purchase would purchase at the Current Market Price. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders shareholders entitled to receive the rights, warrants or options or warrantsto which this Section 5.06(a)(2) applies. If at To the end of the period during which extent that such rights, options rights or warrants are exercisablenot exercised prior to their expiration (and as a result no additional shares of common stock are delivered or issued pursuant to such rights or warrants), not all rights, options the share components shall be readjusted to the share components that would then be in effect had the adjustments made upon the issuance of such rights or warrants shall have been exercised, made on the basis of delivery or issuance of only the number of shares of Common Stock issuable upon exercise of each Warrant shall be immediately readjusted to what it would have been if “N” in the above formula had been the number of shares actually delivered or issued.

Adjustment for Rights Issue. If the Company distributes issues any rights, options or warrants entitling any person to all holders of its subscribe for Common Stock entitling them to purchase shares or securities convertible into, or exchangeable or exercisable for, Common Stock at an offering price (or with an initial conversion, exchange or exercise price plus such offering price) which is less than the Current Market Price (as determined herein) per share of Common Stock at a price per share less than the Closing Price per share on the Business Day immediately preceding the ex-dividend record date for such distribution issuance (all of rightsthe foregoing, options or warrants"Rights"), the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Rate shall be adjusted in accordance with the formula: O + N E' = Ex ------------ N x P O + -------- M where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Rate. N E = the current number of shares of Common Stock issuable upon exercise of each WarrantExercise Rate. O = the number of shares of Common Stock outstanding on the record date for such distributiondate. A N = the number of additional shares of Common Stock issuable pursuant to such rights or warrantsoffered. P = the purchase offering price per share of the additional shares. M = the Closing Current Market Price per share of Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options or warrants Rights are issued and shall become effective immediately after the record date for the determination of stockholders shareholders entitled to receive the rights, options Rights in the case of Rights to be issued to the holders of Common Stock. To the extent that shares of Common Stock are not delivered after the expiration of such rights or warrants. If at , the end Exercise Rate shall be readjusted to the Exercise Rate which would otherwise be in effect had the adjustment made upon the issuance of the period during which such rights, options rights or warrants are exercisable, not all rights, options or warrants shall have been exercised, made on the basis of delivery of only the number of shares of Common Stock issuable upon exercise actually delivered. In the event that such rights or warrants are not so issued, the Exercise Rate shall again be adjusted to be the Exercise Rate which would then be in effect if such date fixed for determination of each Warrant shall be immediately readjusted shareholders entitled to what it would have receive such rights or warrants had not been if “N” in the above formula had been the number of shares actually issuedso fixed.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them to purchase shares of Common Stock at a price per share less than the Closing Price per share on the Business Day immediately preceding the ex-dividend date for such distribution of rights, options or warrants, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: N' = N × O+A O+(A × P/M) where: N’ ' = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares of Common Stock outstanding on the record date for such distribution. A = the number of additional shares of Common Stock issuable pursuant to such rights or warrants. P = the purchase price per share of the additional shares. M = the Closing Price per share of Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of shares of Common Stock issuable upon exercise of each Warrant shall be immediately readjusted to what it would have been if “"N” " in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them to purchase shares of Common Stock or securities directly or indirectly convertible into or exchangeable for Common Stock (or options or rights with respect to such securities) at a price per share less than the Closing Price current market price per share on the Business Day immediately preceding the ex-dividend date for such distribution of rights, options or warrantsapplicable record date, the number of shares of Common Stock Warrant Shares issuable upon exercise of each one Warrant shall be adjusted in accordance with the formula: N1 = N x (O + A) --------- (O + (A x P)) - M where: N’ N1 = the adjusted number of shares of Common Stock Warrant Shares issuable upon exercise of each one Warrant. N = the current number of shares of Common Stock Warrant Shares issuable upon exercise of each one Warrant. O = the number of shares of Common Stock outstanding on the record date for such distributiondate. A = the number of additional shares of Common Stock issuable offered pursuant to such rights rights, options or warrantswarrants issuance. P = the purchase offering price per share of the additional shares. M = the Closing Price current market price per share of Common Stock Stock, on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of shares of Common Stock Warrant Shares issuable upon exercise of each Warrant the Warrants shall be immediately readjusted to what it would have been if “N” "A" in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them for a period expiring within 45 days after the record date set forth below to purchase subscribe for shares of Common Stock or securities convertible into, or exchangeable or exercisable for, shares of Common Stock, in either case, at a price per share less than the Closing Price Fair Value (as defined in subsection (g) of this Section 8) per share on the Business Day immediately preceding the ex-dividend date for such distribution of rights, options or warrantsthat record date, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with the formula: O+ N x P E' = E x M O + N where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares of Common Stock outstanding on the record date for such distributiondate. A N = the number of additional shares of Common Stock issuable issued pursuant to such rights rights, options or warrants. P = the purchase aggregate price per share of the additional shares. M = the Closing Price Fair Value per share of Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be immediately readjusted to what it would have been if “"N” " in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If If, at any time or from time to time after the date hereof, the Company distributes (other than pursuant to, or as specifically excluded from, Sections 8(d) or 8(f) hereof) any rights, options or warrants to all the holders of its Common Stock entitling them such holders thereof at any time after the record date mentioned below to purchase shares of Common Stock at a price per share less than the Closing greater of the Current Market Price or the Exercise Price per share on that record date (except to the Business Day immediately preceding extent that the ex-dividend date for such distribution of Company distributes to the Warrant Holders the rights, options or warrantswarrants which the Warrant Holders would have been entitled to receive had such Warrant Holder exercised its Warrants prior to the record date), the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted reduced to the price determined in accordance with the formula: E1 = E x ((O + ((N x P) / M)) / (O + N)) where: N’ E1 = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares of Common Stock outstanding on the record date for a fully diluted basis prior to such distributionaction. A N = the number of additional shares of Common Stock issuable pursuant to such rights upon exercise of the rights, options or warrantswarrants offered. P = the purchase exercise price per share of additional shares issuable upon exercise of the additional sharesrights, options or warrants. M = the Closing greater of the Current Market Price per share of Common Stock or the Exercise Price per share of Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the such rights, options or warrants. If (i) at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, or (ii) at any time the number of exercise price per share for which shares of Common Stock are issuable pursuant to such rights, options or warrants shall be increased or decreased solely by virtue of provision therein contained for an automatic increase or decrease in such exercise price per share upon exercise the occurrence of each Warrant a specified date or event, then the Exercise Price shall be immediately readjusted to what it would have been if if, in the case of clause (i) above, “N” in the above formula had been the number of shares actually issuedissued or, in the case of clause (ii) above, “P” in the above formula had been the exercise price per share, as so increased or decreased, as the case may be.

Adjustment for Rights Issue. If the Company distributes any rights, options options, or warrants to all holders of its Common Stock entitling them to purchase shares of Common Stock at a price per share less than the Closing Price per share of Common Stock on the Business Day trading day immediately preceding the ex-dividend date for such distribution of rights, options options, or warrants, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: N’ = N x O + A O + (A x P/M) where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares of Common Stock outstanding on the record date for such distribution. A = the number of additional shares of Common Stock issuable pursuant to such rights rights, options, or warrants. P = the purchase price per share of the additional sharesshares pursuant to such rights, options, or warrants. M = the Closing Price per share of Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options options, or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options options, or warrants. If at the end of the period during which such rights, options options, or warrants are exercisable, not all rights, options options, or warrants shall have been exercised, the number of shares of Common Stock issuable upon exercise of each Warrant shall be immediately readjusted to what it would have been if “NA” in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them for a period expiring within 45 days after the record date set forth below to purchase subscribe for shares of Common Stock or securities convertible into, or exchangeable or exercisable for, shares of Common Stock, in either case, at a price per share less than the Closing Price Market Value per share on the Business Day immediately preceding the ex-dividend date for such distribution of rights, options or warrantsthat record date, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with the formula: O + N X P ----- E' = E x M ----------- O + N where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares of Common Stock outstanding on the record date for such distributiondate. A N = the number of additional shares of Common Stock issuable issued pursuant to such rights rights, options or warrants. P = the purchase price per share of the additional shares. M = the Closing Price Market Value per share of Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be immediately readjusted to what it would have been if “"N” " in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them to purchase shares of Common Stock at a price per share less than the Closing Price current market price per share on the Business Day immediately preceding the ex-dividend record date for such determining holders entitled to the distribution of rights, options or warrants, the number of shares of Common Stock issuable upon exercise of each the Warrant shall be adjusted in accordance with the formula: N1 = N x O + A O + (A x P/M) where: N’ N1 = the adjusted number of shares of Common Stock issuable upon exercise of each the Warrant. N = the current number of shares of Common Stock issuable upon exercise of each the Warrant. O = the number of shares of Common Stock outstanding on the record date for such distributiondate. A = the number of additional shares of Common Stock issuable pursuant to such rights or warrantsoffered. P = the purchase price per share of the additional shares. M = the Closing Price current market price per share of Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of shares of Common Stock issuable upon exercise of each the Warrant shall be immediately readjusted to what it would have been if “N” in the above formula had been the number of shares actually issuedissued at the end of the period.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants (whether or not immediately exercisable) to all holders of its Common Stock entitling them to purchase shares of Common Stock at a price per share less than the Closing Price Current Market Value per share on within 60 days after the Business Day immediately preceding the ex-dividend record date for relating to such distribution of rights, options or warrantsdistribution, the number of shares of Common Stock issuable upon exercise of each Warrant Applicable Exercise Price shall be adjusted in accordance with the formula: O + N x P ------ E' = E x M --------- O + N where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantApplicable Exercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantApplicable Exercise Price. O = the number of shares of Common Stock outstanding on the record date for any such distribution. A N = the number of additional shares of Common Stock issuable pursuant to upon exercise of such rights rights, options or warrants. P = the purchase exercise price per share of the additional sharessuch rights, options or warrants. M = the Closing Price Current Market Value per share of Common Stock on the record datedate for any such distribution. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of shares of Common Stock issuable upon exercise of each Warrant Applicable Exercise Price shall be immediately readjusted to what it would have been if “"N” " in the above formula had been the number of shares actually issued. No adjustment shall be required under this subsection (b) if at the time of such distribution the Company makes the same distribution to holders of Warrants as it makes to holders of shares of Common Stock pro rata based on the number of shares of Common Stock for which such Warrants are exercisable (whether or not currently exercisable). No adjustment shall be made pursuant to this subsection (b) which shall be have the effect of decreasing the number of Applicable Warrant Shares purchasable upon exercise of a Numbered Warrant.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them to purchase shares of Common Stock at a price per share less than the Closing Price per share share, on the Business Day immediately preceding the ex-dividend date for such distribution of rights, options or warrants, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares of Common Stock outstanding on the record date for such distribution. A = the number of additional shares of Common Stock issuable pursuant to such rights or warrants. P = the purchase price per share of the additional shares. M = the Closing Price per share of Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of shares of Common Stock issuable upon exercise of each Warrant shall be immediately readjusted to what it would have been if “N” in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them to purchase shares of Common Stock or securities directly or indirectly convertible into or exchangeable for Common Stock (or options or rights with respect to such securities) at a price per share less than the Closing Price current market price per share on the Business Day immediately preceding the ex-dividend date for such distribution of rights, options or warrantsthat record date, the number of shares of Common Stock Warrant Shares issuable upon exercise of each one Warrant shall be adjusted in accordance with the formula: N' = N x (O + A) ---------- (O + (A x P)) M where: N’ = N'= the adjusted number of shares of Common Stock Warrant Shares issuable upon exercise of each one Warrant. N = the current number of shares of Common Stock Warrant Shares issuable upon exercise of each one Warrant. O = the number of shares of Common Stock outstanding on the record date for such distributiondate. A = the number of additional shares of Common Stock issuable offered pursuant to such rights or warrantsissuance. P = the purchase offering price per share of the additional shares. M = the Closing Price current market price per share of Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of shares of Common Stock Warrant Shares issuable upon exercise of each Warrant the Warrants shall be immediately readjusted to what it would have been if “N” "A" in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company hereafter distributes (without receipt of consideration therefor) any rights, options or warrants (whether or not immediately exercisable) to all holders of any class of its Common Stock entitling them to purchase shares of Common Stock at a price per share less than the Closing Price Specified Value (as defined in subsection 9(f) hereof) per share on the Business Day immediately preceding the ex-dividend record date for relating to such distribution of rights, options or warrantsdistribution, the number of shares of Common Stock issuable upon exercise of each Warrant Number shall be adjusted in accordance with the formula: W' = W x O + N --------- O + N x P ----- M where: N’ W' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantWarrant Number. N W = the current number of shares of Common Stock issuable upon exercise of each WarrantWarrant Number immediately prior to the record date for any such distribution. O = the number of shares of Common Stock outstanding on the record date for any such distribution. A N = the number of additional shares of Common Stock issuable pursuant to upon exercise of such rights rights, options or warrants. P = the purchase exercise price per share of the additional sharessuch rights, options or warrants. M = the Closing Price Specified Value per share of Common Stock on the record datedate for any such distribution. The adjustment shall be made successively whenever any such rights, options or warrants are issued and so issued. Such adjustments shall become effective immediately after be determined as of the record date for the determination of stockholders entitled to receive the rights, options or warrants and shall become effective simultaneously with the issuance of such rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of shares of Common Stock issuable upon exercise of each adjusted Warrant Number shall be immediately readjusted to what it would have been if “"N” " in the above formula had been the number of shares actually issuedissued upon exercise of those rights, options or warrants. If any such rights, options, or warrants are subsequently amended to reduce the purchase price per share of Common Stock upon exercise of such rights, options, or warrants, such amendment will be treated as a distribution of such rights, options, or warrants subject to this subsection 9(b).

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them to purchase shares of Common Stock at a price per share less than the Closing Price per share on the Business Day immediately preceding the ex-dividend date for such distribution of rights, options or warrants, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: N' = N x O + A ------------- O + (A x P/M) where: N’ = N'= the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares of Common Stock outstanding on the record date for such distribution. A = the number of additional shares of Common Stock issuable pursuant to such rights or warrants. P = the purchase price per share of the additional shares. M = the Closing Price per share of Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of shares of Common Stock issuable upon exercise of each Warrant shall be immediately readjusted to what it would have been if “"N” " in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants (whether or not immediately exercisable) to all holders of its Common Stock entitling them to purchase shares of Common Stock at a price per share less than the Closing Price Current Market Value per share on upon exercise within 60 days after the Business Day immediately preceding the ex-dividend record date for relating to such distribution of rights, options or warrantsdistribution, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with the formula: O + N x P E′ = E x M O + N where: N’ E′ = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares of Common Stock outstanding on the record date for any such distribution. A N = the number of additional shares of Common Stock issuable pursuant to upon exercise of such rights rights, options or warrants. P = the purchase exercise price per share of the additional sharessuch rights, options or warrants. M = the Closing Price Current Market Value per share of Common Stock on the record datedate for any such distribution. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be immediately readjusted to what it would have been if “N” in the above formula had been the number of shares actually issued. No adjustment shall be required under this subsection (b) if at the time of such distribution the Company makes the same distribution to Holders of Warrants as it makes to holders of shares of Common Stock pro rata based on the number of shares of Common Stock for which such Warrants are exercisable. No adjustment shall be made pursuant to this subsection (b) which shall have the effect of decreasing the number of Warrant Shares purchasable upon exercise of each Warrant.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them to purchase shares of Common Stock at a price per share less than the Closing Price current market price per share on the Business Day immediately preceding the ex-dividend record date for such determining holders entitled to the distribution of rights, options or warrants, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: N' = N x O + A --------------- O + (A x P/M) where: N’ ' = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares of Common Stock outstanding on the record date for such distributiondate. A = the number of additional shares of Common Stock issuable pursuant to such rights or warrantsoffered. P = the purchase price per share of the additional shares. M = the Closing Price current market price per share of Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of shares of Common Stock issuable upon exercise of each Warrant shall be immediately readjusted to what it would have been if “"N” " in the above formula had been the number of shares actually issuedissued at the end of the period.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them for a period expiring within 60 days after the record date mentioned below to purchase shares of Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock at a price per share (or with an initial conversion, exchange or exercise price) less than the Closing Price current market price per share on the Business Day immediately preceding the ex-dividend date for such distribution of rights, options or warrantsthat record date, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with the following formula: O + N x P ----- E' = E x M ------------ O + N where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares of Common Stock outstanding on the record date for such distributiondate. A N = the number of additional shares of Common Stock issuable pursuant to such rights or warrantsoffered. P = the purchase offering price per share of the additional shares. M = the Closing Price current market price per share of Common Stock on the record date. The adjustment pursuant to this subsection (b) shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be immediately readjusted to what it would have been if “"N” " in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, --------------------------- options or warrants entitling any person to all holders of its subscribe for Common Stock entitling them to purchase shares of or securities convertible into, or exchangeable or exercisable for, Common Stock at a an offering price per share which is less than the Closing Current Market Price per share on the Business Day immediately preceding the ex-dividend that record date for such distribution of rights, options or warrantsissuance, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with the formula: N x P O + ----- M E' = E x --------- O + N where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares of Common Stock outstanding on the record date for such distributiondate. A N = the number of additional shares of Common Stock issuable pursuant to such rights or warrantsoffered. P = the purchase offering price per share of the additional shares. M = the Closing Current Market Price per share of Common Stock on the record date. For purposes of this subsection (b), the "offering price" shall include the amount initially paid for such rights, options or warrants plus the amount to be paid upon exercise or conversion of such rights, options or warrants. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be immediately readjusted to what it would have been if “"N” " in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them at any time after the record date mentioned below to purchase shares of Common Stock at a price per share less than the Closing Current Market Price (as defined in SECTION 10(f)) per share on the Business Day immediately preceding the ex-dividend date for such distribution of rights, options or warrants, the number of shares of Common Stock issuable upon exercise of each Warrant on that record date, the Exercise Price shall be adjusted in accordance with the formula: N x P O + ----- M E1 = E x ----- O + N where: N’ E1 = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares of Common Stock outstanding on the record date for such distributiondate. A N = the number of additional shares of Common Stock issuable pursuant to such rights upon exercise of the rights, options or warrantswarrants offered. P = the purchase exercise price per share of the additional sharesshares issuable upon exercise of the rights, options or warrants. M = the Closing Current Market Price per share of Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be immediately readjusted to what it would have been if “"N” " in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them for a period expiring within 60 days after the record date mentioned below to purchase shares of Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock at a price per share (or with an initial conversion, exchange or exercise price) less than the Closing Price current market price per share on the Business Day immediately preceding the ex-dividend date for such distribution of rights, options or warrantsthat record date, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with the following formula: O + N X P ----- E' = E x M ----------------- O + N where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares of Common Stock outstanding on the record date for such distributiondate. A N = the number of additional shares of Common Stock issuable pursuant to such rights or warrantsoffered. P = the purchase offering price per share of the additional shares. M = the Closing Price current market price per share of Common Stock on the record date. The adjustment pursuant to this subsection (b) shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be immediately readjusted to what it would have been if “"N” " in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them for a period expiring within 45 days after the record date mentioned below to purchase shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock, at a price per share less than the Closing Price Fair Value per share on the Business Day immediately preceding the ex-dividend date for such distribution of rights, options or warrantsthat record date, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with the formula: O + N x P E’ = E x M O + N where: NE’ = =the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N = E =the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = =the number of shares of Common Stock outstanding on the record date for such distributiondate. A = N =the number of additional shares of Common Stock issuable pursuant to such rights rights, options or warrants. P = =the purchase aggregate price per share of the additional shares. M = =the Closing Price Fair Value per share of Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be immediately readjusted to what it would have been if “N” in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them to purchase shares of Common Stock at a price per share less than the Closing Price per share on the Business Day immediately preceding the ex-dividend date for such distribution of rights, options or warrants, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: N ’ = N x O + A O + (A x P/M) where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares of Common Stock outstanding on the record date for such distribution. A = the number of additional shares of Common Stock issuable pursuant to such rights or warrants. P = the purchase price per share of the additional shares. M = the Closing Price per share of Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of shares of Common Stock issuable upon exercise of each Warrant shall be immediately readjusted to what it would have been if “N” in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes (and receives no consideration therefor) any rights, options or warrants (whether or not immediately exercisable) to all holders of any class of its Common Stock (as such) entitling them to purchase shares of Common Stock at a price per share less than the Closing Price Current Market Value per share on the Business Day immediately preceding the ex-dividend record date for relating to such distribution of rights, options or warrantsdistribution, the number of shares of Common Stock issuable upon exercise of each Warrant Number shall be adjusted in accordance with the formula: W' = W x O + N ----- O + N x P ----- M where: N’ W' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantWarrant Number. N W = the current number of shares of Common Stock issuable upon exercise of each WarrantWarrant Number immediately prior to the record date for any such distribution. O = the number of shares of Common Stock outstanding on the record date for any such distribution. A N = the number of additional shares of Common Stock issuable pursuant to upon exercise of such rights rights, options or warrants. P = the purchase exercise price per share of the additional sharessuch rights, options or warrants. M = the Closing Price Current Market Value per share of Common Stock on the record datedate for any such distribution. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of shares of Common Stock issuable upon exercise of each adjusted Warrant Number shall be immediately readjusted to what it would have been if “"N” " in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them for a period expiring within 60 days after the record date mentioned below to purchase shares of Common Stock at a price per share less than the Closing current Market Price per share on the Business Day immediately preceding the ex-dividend date for such distribution of rightsthat record date, options or warrants, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with the formula: O + N x P ----- E' = E x M ------- O + N where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares of Common Stock outstanding on the record date for such distributiondate. A N = the number of additional shares of Common Stock issuable pursuant to such rights or warrantsoffered. P = the purchase offering price per share of the additional shares. M = the Closing current Market Price per share of Common Stock on the record date, with "Market Price" meaning the closing price on the last day preceding the date of adjustment on which Common Stock traded. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be immediately readjusted to what it would have been if “"N” " in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If after the Original Issue Date the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them to purchase shares of Common Stock or securities directly or indirectly convertible into or exchangeable for Common Stock (or options or rights with respect to such securities) at a price per share less than the Closing Price current market price per share on the Business Day immediately preceding the ex-dividend record date for such distribution the determination of stockholders entitled to receive the rights, options or warrants, the number of shares of Common Stock Warrant Shares issuable upon exercise of each one Warrant shall be adjusted in accordance with the formula: N' = N x (O + A) ------------------ (O + (A x P)) - M where: N’ ' = the adjusted number of shares of Common Stock Warrant Shares issuable upon exercise of each one Warrant. N = the current number of shares of Common Stock Warrant Shares issuable upon exercise of each one Warrant. O = the number of shares of Common Stock outstanding on the record date for such distributiondate. A = the number of additional shares of Common Stock issuable offered pursuant to such rights or warrantsissuance. P = the purchase offering price per share of the additional shares. M = the Closing Price current market price per share of Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of shares of Common Stock Warrant Shares issuable upon exercise of each Warrant the Warrants shall be immediately readjusted to what it would have been if “N” the shares represented by "A" in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them to purchase shares of Common Stock or securities directly or indirectly convertible into or exchangeable for Common Stock (or options or rights with respect to such securities) at a price per share less than the Closing Price current market price per share on the Business Day immediately preceding the ex-dividend date for such distribution of rights, options or warrantsthat record date, the number of shares of Common Stock Warrant Shares issuable upon exercise of each one Warrant shall be adjusted in accordance with the formula: N' = N x (O + A) ------------- (O + (A x P/M)) where: N’ ' = the adjusted number of shares of Common Stock Warrant Shares issuable upon exercise of each one Warrant. N = the current number of shares of Common Stock Warrant Shares issuable upon exercise of each one Warrant. O = the number of shares of Common Stock outstanding on the record date for such distributiondate. A = the number of additional shares of Common Stock issuable offered pursuant to such rights or warrantsissuance. P = the purchase offering price per share of the additional shares. M = the Closing Price current market price per share of Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of shares of Common Stock Warrant Shares issuable upon exercise of each Warrant the Warrants shall be immediately readjusted to what it would have been if “N” "A" in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, options rights or warrants to all holders of its Common Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the Closing Price current market price per share (as defined in Section 6.7) on the Business Day immediately preceding the ex-dividend date for such distribution of rights, options or warrantsthat record date, the number of shares of Common Stock issuable upon exercise of each Warrant Conversion Price shall be adjusted in accordance with the formula: AC = CC x (M x O) + (N x P) (M x O) + (M x N) where: N’ AC = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantConversion Price. N CC = the current number of shares of Common Stock issuable upon exercise of each WarrantConversion Price. O = the number of shares of Common Stock outstanding outstand- ing on the record date for such distributionthe determination of shareholders entitled to receive any rights or warrants. A N = the number of additional shares of Common Stock issuable pursuant to such rights or warrantsoffered. P = the purchase offering price per share of the additional shares. M = the Closing Price current market price per share of Common Stock (as defined in Section 6.7) on the record datedate for the determination of shareholders entitled to receive the rights or warrants. The adjustment shall be made successively whenever any such rights, options rights or warrants are issued and shall become effective immediately after the record date for the determination of the stockholders entitled to receive the rights, options rights or warrants. If at the end of the period during which such rights, options warrants or warrants rights are exercisable, not all rights, options warrants or warrants rights shall have been exercised, the number of shares of Common Stock issuable upon exercise of each Warrant Conversion Price shall be immediately readjusted to what it would have been if “"N” " in the above formula had been the actual number of shares actually issuedissued upon exercise of such rights or warrants.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them for a period expiring within 60 days after the record date mentioned below to purchase shares of Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock at a price per share (or with an initial conversion, exchange or exercise price) less than the Closing Price Fair Market Value per share on the Business Day immediately preceding the ex-dividend date for such distribution of rights, options or warrantsthat record date, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with the following formula: O + N x P ----- E' = E x M --------- O + N where: N’ = E'= the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares of Common Stock outstanding on the record date for such distributiondate. A N = the number of additional shares of Common Stock issuable pursuant to such rights or warrantsoffered. P = the purchase offering price per share of the additional shares. M = the Closing Price Fair Market Value per share of Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be immediately readjusted to what it would have been if “"N” " in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them to purchase shares of Common Stock at a price per share less than the Closing Last Reported Sale Price per share on the Business Day immediately preceding the ex-dividend date for such distribution of rights, options or warrants, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: N’= N x O + A O + (A x P/ M) where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares of Common Stock outstanding on the record date for such distribution. A = the number of additional shares of Common Stock issuable pursuant to such rights rights, options or warrants. P = the purchase price per share of the additional shares. M = the Closing Last Reported Sale Price per share of Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of shares of Common Stock issuable upon exercise of each Warrant shall be immediately readjusted to what it would have been if “N” in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them for a period expiring within 60 days after the record date mentioned below to purchase shares of Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock at a price per share (or with an initial conversion, exchange or exercise price) less than the Closing Price current market price per share on the Business Day immediately preceding the ex-dividend date for such distribution of rights, options or warrantsthat record date, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with the following formula: O + N X P ----- E1 = E x M --------- O + N where: N’ E1 = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares of Common Stock outstanding on the record date for such distributiondate. A N = the number of additional shares of Common Stock issuable pursuant to such rights or warrantsoffered. P = the purchase offering price per share of the additional shares. M = the Closing Price current market price per share of Common Stock on the record date. The adjustment pursuant to this subsection (b) shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be immediately readjusted to what it would have been if “"N” " in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes (and receives no consideration therefor) any rights, options or warrants (whether or not immediately exercisable) to all holders of any class of its Common Stock entitling them to purchase shares of Common Stock at a price per share less than the Closing Price Specified Value per share on the Business Day immediately preceding the ex-dividend record date for relating to such distribution of rights, options or warrantsdistribution, the number of shares of Common Stock issuable upon exercise of each Warrant Number shall be adjusted in accordance with the following formula: W’ = W x {(O + N) ÷ [O + [(N x P) ÷ M]]} where: NW’ = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantWarrant Number. N W = the current number of shares of Common Stock issuable upon exercise of each WarrantWarrant Number immediately prior to the record date for any such distribution. O = the number of shares of Common Stock outstanding on the record date for any such distribution. A N = the number of additional shares of Common Stock issuable pursuant to upon exercise of such rights rights, options or warrants. P = the purchase exercise price per share of the additional sharessuch rights, options or warrants. M = the Closing Price Specified Value per share of Common Stock on the record datedate for any such distribution. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of shares of Common Stock issuable upon exercise of each adjusted Warrant Number shall be immediately readjusted to what it would have been if “N” in the above formula had been the number of shares actually issued; provided, however, to the extent that any Warrants have been exercised prior to any such readjustment, the number of Warrant Shares that have been delivered or the number of Warrant Shares to be delivered pursuant to such exercise shall not be subject to any readjustment.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them (for a period expiring within 60 days after the date fixed for determination of shareholders entitled to receive such rights, options or warrants) to purchase shares of Common Stock at a price per share less than the Closing Price Current Market Value per share on the Business Day immediately preceding the ex-dividend record date for relating to such distribution of rights, options or warrantsdistribution, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with the formula: O + N x P ------- E = E x M ----------- O + N where: N’ E = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares of Common Stock outstanding on the record date for any such distribution. A N = the number of additional shares of Common Stock issuable pursuant to upon exercise of such rights rights, options or warrants. P = the purchase exercise price per share of the additional sharessuch rights, options or warrants. M = the Closing Price Current Market Value per share of Common Stock on the record datedate for any such distribution. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the opening of business on the day following the record date for the determination of stockholders shareholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be immediately readjusted to what it would have been if “"N” " in the above formula had been the number of shares actually issued. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Current Market Value, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received for such rights, options or warrants, the value of such consideration, if other than cash, to be determined by the Board of Directors.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them at any time after the record date mentioned below to purchase shares of Common Stock at a price per share less than the Closing Current Market Price (as defined in Section 10(f)) per share on the Business Day immediately preceding the ex-dividend date for such distribution of rights, options or warrantsthat record date, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with the formula: N x P O + ----- M E' = E x ------------ O + N where: N’ = E'= the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N = E= the current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = O= the number of shares of Common Stock outstanding on the record date for such distributiondate. A = N= the number of additional shares of Common Stock issuable pursuant to such rights upon exercise of the rights, options or warrantswarrants offered. P = P= the purchase exercise price per share of the additional sharesshares issuable upon exercise of the rights, options or warrants. M = M= the Closing Current Market Price per share of Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, (i) not all rights, options or warrants shall have been exercised, or (ii) the number of exercise price per share for which shares of Common Stock are issuable pursuant to such rights, options or warrants shall be increased or decreased solely by virtue of provisions therein contained for an automatic increase or decrease in such exercise price per share upon exercise the occurrence of each Warrant a specified date or event, then, the Exercise Price shall be immediately readjusted to what it would have been if “if, in the case of clause (i) above, "N” " in the above formula had been the number of shares actually issuedissued or, in the case of clause (ii) above, "P" in the above formula had been the exercise price per share, as so increased or decreased, as the case may be.

Adjustment for Rights Issue. If the Company Weekly Reader distributes to all Holders of Common Stock any rights, options (other than pursuant to any Common Stock related employee benefit plan or agreement of Weekly Reader approved by its Board of Directors) or warrants to all holders of its Common Stock entitling them to purchase shares of subscribe for Common Stock or other securities convertible into, or exchangeable or exercisable for, Common Stock at a price per share less than the Closing Price Fair Value (as defined below) per share on the Business Day immediately preceding the exthat record date (other than pursuant to any Common Stock-dividend date for such distribution related employee compensation plan or agreement of rights, options or warrantsWeekly Reader approved by its Board of Directors), the Exchange Ratio shall be adjusted so that the holder of any Unit Common Stock thereafter shall be entitled to the aggregate number of shares of Common Stock issuable upon of Weekly Reader which will provide such holder the same economic interest in Weekly Reader as such holder would have had, had such rights, options or warrants been issued with an exercise of each Warrant shall be adjusted in accordance with the formula: where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares of Common Stock outstanding on the record date for such distribution. A = the number of additional shares of Common Stock issuable pursuant to such rights or warrants. P = the purchase price per share of equal to the additional shares. M = the Closing Price Fair Value per share of Common Stock on the applicable record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of shares of Common Stock issuable upon exercise of each Warrant Exchange Ratio shall be immediately readjusted to what it would have been if “N” in the above formula had been based upon the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, options rights or warrants to all holders of its Common Stock entitling them for a period expiring within 60 days after the record date mentioned below to subscribe for or purchase shares of Common Stock (or securities convertible into or exchangeable for shares of Common Stock (the "Exchangeable Securities")) at a price per share (or having a conversion price or exercise price per share) less than the Closing Price current market price per share on the Business Day immediately preceding the ex-dividend date for such distribution of rights, options or warrantsthat record date, the number of shares of Common Stock issuable upon exercise of each Warrant conversion price shall be adjusted in accordance with the formula: N x P ----- O + M ------- C' = C x O + N where: N’ C' = the adjusted number of shares of Common Stock issuable upon exercise of each Warrantconversion price. N C = the current number of shares of Common Stock issuable upon exercise of each Warrantconversion price. O = the number of shares of Common Stock outstanding on the record date for such distributiondate. A N = the maximum number of additional shares of Common Stock issuable pursuant to deliverable upon conversion of, in exchange for, or upon exercise of, such rights or warrantswarrants (and, if applicable, the Exchangeable Securities) at the initial conversion, exchange or exercise rate. P = the purchase price per share of consideration received by the additional sharesCompany upon the conversion of, exchange for, or exercise of, such rights or warrants (and, if applicable, the Exchangeable Securities). M = the Closing Price current market price per share of Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options rights or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options rights or warrants. If at the end of the period during which such rights, options warrants or warrants rights are exercisable, not all rights, options warrants or warrants rights shall have been exercised, the number of shares of Common Stock issuable upon exercise of each Warrant conversion price shall be immediately readjusted to what it would have been if “"N” " in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants (whether or not immediately exercisable) to all holders of its Common Stock entitling them to purchase shares of Common Stock at a price per share less than the Closing Price Current Market Value per share on the Business Day immediately preceding the ex-dividend record date for relating to such distribution of rights, options or warrantsdistribution, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with the formula: O + N x P ----- E' = E x M --------- O + N where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares of Common Stock Fully Diluted Shares outstanding on the record date for any such distribution. A N = the number of additional shares of Common Stock issuable pursuant to upon exercise of such rights rights, options or warrants. P = the purchase exercise price per share of the additional sharessuch rights, options or warrants. M = the Closing Price Current Market Value per share of Common Stock on the record datedate for any such distribution. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be immediately readjusted to what it would have been if “"N” " in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them to purchase shares of Common Stock at a price per share less than the Closing Price current market price per share on the Business Day immediately preceding the ex-dividend record date for such determining holders entitled to the distribution of rights, options or warrants, the number of shares of Common Stock issuable upon exercise of each Class C-1 Warrant shall be adjusted in accordance with the formula: N1 = N x O + A O + (A x P/M) where: N’ N1 = the adjusted number of shares of Common Stock issuable upon exercise of each Class C-1 Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Class C-1 Warrant. O = the number of shares of Common Stock outstanding on the record date for such distributiondate. A = the number of additional shares of Common Stock issuable pursuant to such rights or warrantsoffered. P = the purchase price per share of the additional shares. M = the Closing Price current market price per share of Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of shares of Common Stock issuable upon exercise of each Class C-1 Warrant shall be immediately readjusted to what it would have been if “N” in the above formula had been the number of shares actually issuedissued at the end of the period.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them for a period expiring within 60 days after the record date mentioned below to purchase shares of Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock at a price per share (or with an initial conversion, exchange or exercise price) less than the Closing Price current market price per share on the Business Day immediately preceding the ex-dividend date for such distribution of rights, options or warrantsthat record date, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with the following formula: O + N x P ----- E' = E x M ----- O + N where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares of Common Stock outstanding on the record date for such distributiondate. A N = the number of additional shares of Common Stock issuable pursuant to such rights or warrantsoffered. P = the purchase offering price per share of the additional shares. M = the Closing Price current market price per share of Common Stock on the record date. The adjustment pursuant to this subsection (b) shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be immediately readjusted to what it would have been if “"N” " in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them to purchase subscribe for shares of Common Stock or securities convertible into, or exchangeable or exercisable for, shares of Common Stock, in either case, at a price per share less than the Closing Price Market Value per share on the Business Day immediately preceding the ex-dividend date for such distribution of rights, options or warrantsthat record date, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with the formula: O + N X P ----- E' = E x M ----------------- O + N where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares of Common Stock outstanding on the record date for such distributiondate. A N = the number of additional shares of Common Stock issuable issued pursuant to such rights rights, options or warrants. P = the purchase price per share of the additional shares. M = the Closing Price Market Value per share of Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be immediately readjusted to what it would have been if “"N” " in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Class C Common Stock entitling them for a period expiring within 45 days after the record date mentioned below to purchase shares of Class C Common Stock at a price per share less than the Closing Price Fair Value (as defined herein) per share on the Business Day immediately preceding the ex-dividend date for such distribution of rights, options or warrantsthat record date, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with the formula: O + N x P ------- E' = E x M --------------- O + N where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares of Class C Common Stock outstanding on the record date for such distributiondate. A N = the number of additional shares of Class C Common Stock issuable issued pursuant to such rights rights, options or warrants. P = the purchase aggregate price per share of the additional shares. M = the Closing Price Fair Value per share of Class C Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be immediately readjusted to what it would have been if “"N” " in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all any holders of any class of its Common Stock entitling them such holder at any time after the record date mentioned below to purchase shares of Common Stock at a price per share less than the Closing Current Market Price per share on the Business Day immediately preceding the ex-dividend date for such distribution of rights, options or warrantsthat record date, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with the formula: N x P 0+----- M E'=E x ------ 0 + N where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares of all classes of Common Stock outstanding on the record date for such distributiondate. A N = the number of additional shares of all classes of Common Stock issuable pursuant to such rights upon exercise of the rights, options or warrantswarrants offered. P = the purchase exercise price per share of the additional sharesshares issuable upon exercise of the rights, options or warrants. M = the Closing Current Market Price per share of Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, (i) not all rights, options or warrants shall have been exercised, exercised or (ii) the number of exercise price per share for which shares of Common Stock are issuable pursuant to such rights, options or warrants shall be increased or decreased solely by virtue of provisions therein contained for an automatic increase or decrease in such exercise price per share upon exercise the occurrence of each Warrant a specified date or event, then the Exercise Price shall be immediately readjusted to what it would have been if “if, in the case of clause (i) above, "N” " in the above formula had been the number of shares actually issuedissued or, in the case of clause (ii) above, "P" in the above formula had been the exercise price per share, as so increased or decreased, as the case may be.

Adjustment for Rights Issue. If the Company Holding distributes (and receives no consideration therefor) any rights, options or warrants (whether or not immediately exercisable) to all holders of any class of its Common Stock entitling them to purchase shares of Common Stock at a price per share less than the Closing Price Specified Value (as defined in Section 9(f) hereof) per share on the Business Day immediately preceding the ex-dividend record date for relating to such distribution of rights, options or warrantsdistribution, the number of shares of Common Stock issuable upon exercise of each Warrant Number shall be adjusted in accordance with the formula: W' = Wx O + N ----- O + NxP ---- M where: N’ W' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantWarrant Number. N W = the current number of shares of Common Stock issuable upon exercise of each WarrantWarrant Number immediately prior to the record date for any such distribution. O = the number of shares of Common Stock outstanding on the record date for any such distribution. A N = the number of additional shares of Common Stock issuable pursuant to upon exercise of such rights rights, options or warrants. P = the purchase exercise price per share of the additional sharessuch rights, options or warrants. M = the Closing Price Specified Value per share of Common Stock on the record datedate for any such distribution. The adjustment shall be made successively whenever any such rights, options or warrants are issued and issued. Such adjustments shall become effective immediately after be determined as of the record date for the determination of stockholders entitled to receive the rights, options or warrants and shall become effective simultaneously with the issuance of such rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of shares of Common Stock issuable upon exercise of each adjusted Warrant Number shall be immediately readjusted to what it would have been if “"N” " in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them to purchase shares of Common Stock or securities convertible into, or exercisable or exchangeable for, Common Stock, at a price per share less than the Closing Price Fair Value per share on the Business Day immediately preceding the ex-dividend date for such distribution of rights, options or warrantsthat record date, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with the formula: O + N x P E’ = E x M O + N where: NE’ = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. O = the number of shares of Common Stock outstanding on the record date for such distributiondate. A N = the number of additional shares of Common Stock issuable pursuant to such rights rights, options or warrants. P = the purchase aggregate price per share of the additional shares. M = the Closing Price Fair Value per share of Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants; provided that no further adjustment shall be made upon the subsequent issue or sale of Common Stock pursuant to such rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be immediately readjusted to what it would have been if “N” in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them to purchase shares of Common Stock at a price per share less than the Closing Price current market price per share on the Business Day immediately preceding the ex-dividend record date for such determining holders entitled to the distribution of rights, options or warrants, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: N' = N x O + A --------------------- O + (A x P/M) where: N’ = N'= the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares of Common Stock outstanding on the record date for such distributiondate. A = the number of additional shares of Common Stock issuable pursuant to such rights or warrantsoffered. P = the purchase price per share of the additional shares. M = the Closing Price current market price per share of Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of shares of Common Stock issuable upon exercise of each Warrant shall be immediately readjusted to what it would have been if “"N” " in the above formula had been the number of shares actually issuedissued at the end of the period.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them to purchase shares of Common Stock at a price per share less than the Closing Price per share on the Business Day immediately preceding the ex-dividend date for such distribution of rights, options or warrants, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: N’= N x O+A O+(A x P/M) where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares of Common Stock outstanding on the record date for such distribution. A = the number of additional shares of Common Stock issuable pursuant to such rights or warrants. P = the purchase price per share of the additional shares. M = the Closing Price per share of Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of shares of Common Stock issuable upon exercise of each Warrant shall be immediately readjusted to what it would have been if “N” in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them for a period expiring within 60 days after the record date mentioned below to purchase shares of Common Stock at a price per share less than the Closing Price current market price per share on the Business Day immediately preceding the ex-dividend date for such distribution of rights, options or warrantsthat record date, the number of shares of Common Stock issuable upon exercise of each Current Warrant Price shall be adjusted in accordance with the formula: where: W(1) = W * ((O * M) + (N * P)) / (M * (O + N’ )) where W(1) = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantCurrent Warrant Price. N W = the then current number of shares of Common Stock issuable upon exercise of each WarrantCurrent Warrant Price. O = the number of shares of Common Stock outstanding on the record date for such distributiondate. A N = the number of additional shares of Common Stock offered or issuable pursuant to such rights on the exercise of the rights, options or warrants. P = the purchase offering price per share of the additional sharesshares subject to the rights or warrants. M = the Closing Price current market price per share of Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options warrants or warrants rights are exercisable, which period shall not exceed 60 days, not all rights, options warrants or warrants rights shall have been exercised, the number of shares of Common Stock issuable upon exercise of each Current Warrant Price shall be immediately readjusted to what it would have been if “"N” " in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them to purchase shares of Common Stock at a price per share less than the Closing Price current market price per share on the Business Day immediately preceding the ex-dividend record date for such determining holders entitled to the distribution of rights, options or warrants, the number of shares of Common Stock issuable upon exercise of each Class C-3 Warrant shall be adjusted in accordance with the formula: N1 = N × O + A O + (A × P/M) where: N’ N1 = the adjusted number of shares of Common Stock issuable upon exercise of each Class C-3 Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Class C-3 Warrant. O = the number of shares of Common Stock outstanding on the record date for such distributiondate. A = the number of additional shares of Common Stock issuable pursuant to such rights or warrantsoffered. P = the purchase price per share of the additional shares. M = the Closing Price current market price per share of Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of shares of Common Stock issuable upon exercise of each Class C-3 Warrant shall be immediately readjusted to what it would have been if “N” in the above formula had been the number of shares actually issuedissued at the end of the period.

Adjustment for Rights Issue. If the Company distributes issues any rights, options or warrants entitling any Person to all holders of its subscribe for Common Stock entitling them to purchase shares or securities convertible into, or exchangeable or exercisable for, Common Stock (all of the foregoing, "Rights") at an offering price (or with an initial conversion, exchange or exercise price plus such offering price) that is less than (i) $4.50 per share of Common Stock at a price or (ii) the Current Market Price (as defined below) per share less than the Closing Price per share of Common Stock on the Business Day immediately preceding the ex-dividend record date for such distribution of rights, options or warrants, issuance the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Rate shall be adjusted in accordance with the formula: E' = E x O + N --------- N x P ----- O + M where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Rate. N E = the current number of shares of Common Stock issuable upon exercise of each WarrantExercise Rate. O = the number of shares of Common Stock outstanding on the record date for such distribution(assuming the conversion, exercise or exchange of all Rights and convertible securities into shares of Common Stock). A N = the number of additional shares of Common Stock issuable pursuant to such rights or warrantsthe Rights offered. P = the purchase offering price plus initial conversion, exchange or exercise price per share of the additional sharesshares of Common Stock issuable pursuant to the Rights. M = the Closing greater of (i) $4.50 per share of Common Stock or (ii) the Current Market Price per share of Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options or warrants Rights are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rightsRights in the case of Rights to be issued to the holders of Common Stock. To the extent that shares of Common Stock are not delivered after the expiration of such Rights, options or warrants. If at the end Exercise Rate shall be readjusted to the Exercise Rate which would otherwise be in effect had the adjustment made upon the issuance of the period during which such rights, options rights or warrants are exercisable, not all rights, options or warrants shall have been exercised, made on the basis of delivery of only the number of shares of Common Stock issuable upon exercise actually delivered. In the event that such rights or warrants are not so issued, the Exercise Rate shall again be adjusted to be the Exercise Rate which would then be in effect if such date fixed for determination of each Warrant shall stockholders entitled to receive such rights or warrants had not been so fixed. This subsection (b) does not apply to Rights issued to the Company's employees under bona fide, qualified employee benefit plans adopted by the Board of Directors and approved by the holders of Common Stock (when required by law), if such Rights would otherwise be immediately readjusted covered by this subsection (b) (but only to what it would have been if “N” in the above formula had been extent that the aggregate number of Rights excluded hereby and issued after the date of this Agreement, together with all similarly excluded Common Stock pursuant to Section 10(c), shall not exceed the right to subscribe for more than 5% of the Common Stock then outstanding, assuming the conversion, exercise or exchange of all Rights and convertible securities then outstanding into shares actually issuedof Common Stock).

Adjustment for Rights Issue. If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them to purchase shares of Common Stock at a price per share less than the Closing Price current market price per share on the Business Day immediately preceding the ex-dividend record date for such determining holders entitled to the distribution of rights, options or warrants, the number of shares of Common Series C Preferred Stock issuable upon the exercise of each this Warrant shall be adjusted in accordance with the formula: O + A N' = N x ------------- O + (A x P/M) where: N’ ' = the adjusted number of shares of Common Series C Preferred Stock issuable upon the exercise of each this Warrant. N = the current number of shares of Common Series C Preferred Stock issuable upon the exercise of each this Warrant. O = the number of shares of Common Stock outstanding on the record date for such distributiondate. A = the number of additional shares of Common Stock issuable pursuant to such rights or warrantsoffered. P = the purchase price per share of the additional sharesshares of Common Stock offered. M = the Closing Price current market price per share of Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of shares of Common Series C Preferred Stock issuable upon the exercise of each this Warrant shall be immediately readjusted to what it would have been if “"N” " in the above formula had been the number of shares actually issuedissued at the end of the period.