Common use of Adjustments of Exercise Price and Number of Warrant Shares Clause in Contracts

Adjustments of Exercise Price and Number of Warrant Shares. (a) If the Corporation shall issue or sell, or is, in accordance with subsections (b)(i) through (viii) below, deemed to have issued or sold, any additional shares of Common Stock, other than Excluded Stock (the “New Issuance Shares”), without consideration or for a consideration per share less than the Exercise Price in effect immediately prior to the time of such issue or sale (the lowest price at which such shares of Common Stock are issued or deemed to be issued hereunder is hereinafter referred to as the “New Issuance Price”), then and in each such case (a “Trigger Issuance”) the then-existing Exercise Price, shall be reduced, as of the close of business on the effective date of the Trigger Issuance, to a price determined in accordance with the immediately succeeding paragraphs. Prior to stockholder approval of the Proposal, the Exercise Price shall be reduced to the higher of (i) the New Issuance Price or (ii) $1.34 (appropriately adjusted for any stock split, reverse stock split, stock dividend or other reclassification or combination of the Common Stock occurring after the date hereof) (the “Full-Ratchet Floor Price”). From and after the date of stockholder approval of the Proposal, if any, the Exercise Price shall be reduced to the New Issuance Price; provided, however, that in the event that such New Issuance Price shall be less than the Full-Ratchet Floor Price; the Exercise Price shall first be lowered to the Full-Ratchet Floor Price (to the extent it has not already been so lowered) and shall then be further adjusted as follows: Adjusted Exercise Price = (A x B) + D A+C where “A” equals the number of shares of Common Stock outstanding immediately preceding such Trigger Issuance, (including shares of Common Stock issuable upon the conversion of (i) the Convertible Debentures and (ii) the outstanding Series A Preferred Stock);

Adjustments of Exercise Price and Number of Warrant Shares. Stock Splits, etc. The number and kind of securities purchasable upon the ----------------- exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time upon the happening of any of the following. In case the Company shall (ai) If the Corporation shall issue pay a dividend in shares of Common Stock or sellmake a distribution in shares of Common Stock to holders of its outstanding Common Stock, or is, in accordance with subsections (b)(iii) through (viii) below, deemed to have issued or sold, any additional subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, other than Excluded (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock or (iv) issue any shares of its capital stock in a reclassification of the Common Stock (the “New Issuance Shares”including, without limitation, any spin-off of any subsidiary), without consideration then the number of Warrant Shares purchasable upon exercise of this Warrant immediately prior thereto shall be adjusted accordingly. Upon each such adjustment of the kind and number of Warrant Shares or for a consideration other securities of the Company which are purchasable hereunder, the holder of this Warrant shall thereafter be entitled to purchase the number of Warrant Shares or other securities resulting from such adjustment at an Exercise Price per share less than Warrant Share or other security obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the time number of Warrant Shares purchasable pursuant hereto immediately prior to such issue adjustment and dividing by the number of Warrant Shares or sale (the lowest price at which such shares of Common Stock are issued or deemed to be issued hereunder is hereinafter referred to as the “New Issuance Price”), then and in each such case (a “Trigger Issuance”) the then-existing Exercise Price, shall be reduced, as other securities of the close of business on Company resulting from such adjustment. An adjustment made pursuant to this paragraph shall become effective immediately after the effective date of the Trigger Issuance, to a price determined in accordance with the immediately succeeding paragraphs. Prior to stockholder approval of the Proposal, the Exercise Price shall be reduced such event retroactive to the higher of (i) the New Issuance Price or (ii) $1.34 (appropriately adjusted for any stock split, reverse stock split, stock dividend or other reclassification or combination of the Common Stock occurring after the date hereof) (the “Full-Ratchet Floor Price”). From and after the date of stockholder approval of the Proposalrecord date, if any, the Exercise Price shall be reduced to the New Issuance Price; provided, however, that in the event that for such New Issuance Price shall be less than the Full-Ratchet Floor Price; the Exercise Price shall first be lowered to the Full-Ratchet Floor Price (to the extent it has not already been so lowered) and shall then be further adjusted as follows: Adjusted Exercise Price = (A x B) + D A+C where “A” equals the number of shares of Common Stock outstanding immediately preceding such Trigger Issuance, (including shares of Common Stock issuable upon the conversion of (i) the Convertible Debentures and (ii) the outstanding Series A Preferred Stock);event.

Adjustments of Exercise Price and Number of Warrant Shares. (a) If the Corporation shall issue or sell, or is, in accordance with subsections (b)(i) through (viii) below, deemed to have issued or sold, any additional shares The initial purchase price of one share of Common Stock, other than Excluded Stock under this Warrant shall be $2.47(the “Initial Exercise Price”). The number and kind of securities purchasable upon the exercise of this Warrant and the Initial Exercise Price shall be adjusted as provided for in this Section 11 (the Initial Exercise Price, and the Initial Exercise Price as thereafter then adjusted, shall be referred to herein as the “New Issuance SharesExercise Price”)) and the Exercise Price from time to time shall be further adjusted as provided for in this Section 11. Upon each such adjustment of the kind and number of Warrant Shares or other securities of the Company which are purchasable hereunder, without consideration the Holder shall thereafter be entitled to purchase the number of Warrant Shares or for a consideration other securities resulting from such adjustment at an Exercise Price per share less than Warrant Share or other security obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the time number of Warrant Shares purchasable pursuant hereto immediately prior to such issue adjustment and dividing by the number of Warrant Shares or sale (other securities of the lowest price at which Company that are purchasable pursuant hereto immediately after such shares adjustment. Upon each adjustment of Common Stock are issued or deemed to be issued hereunder is hereinafter referred to as the “New Issuance Price”), then and in each such case (a “Trigger Issuance”) the then-existing Exercise Price, the Holder shall thereafter be reducedentitled to receive upon exercise of this Warrant, as at the Exercise Price resulting from such adjustment, the number of Warrant Shares obtained by (i) multiplying the close Exercise Price effect immediately prior to such adjustment by the number of business on Warrant Shares purchasable hereunder immediately prior to such adjustment, and (ii) dividing the product thereof by the Exercise Price resulting from such adjustment. An adjustment made pursuant to this Section 11 shall become effective immediately after the effective date of such event retroactive to the Trigger Issuancerecord date, if any, for such event. This Warrant need not be changed because of any adjustment made pursuant to a price determined in accordance with the immediately succeeding paragraphsthis Section 11. Prior to stockholder approval of the Proposal, the The Exercise Price shall be reduced to the higher of (i) the New Issuance Price or (ii) $1.34 (appropriately adjusted for any stock split, reverse stock split, stock dividend or other reclassification or combination of the Common Stock occurring after the date hereof) (the “Full-Ratchet Floor Price”). From and after the date of stockholder approval of the Proposal, if any, the Exercise Price shall be reduced to the New Issuance Price; provided, however, that in the event that such New Issuance Price shall be less than the Full-Ratchet Floor Price; the Exercise Price shall first be lowered to the Full-Ratchet Floor Price (to the extent it has not already been so lowered) and shall then be further adjusted as follows: Adjusted Exercise Price = (A x B) + D A+C where “A” equals the number of shares of Common Stock outstanding immediately preceding such Trigger Issuance, (including shares of Common Stock issuable upon the conversion of (i) the Convertible Debentures and (ii) the outstanding Series A Preferred Stock);:

Adjustments of Exercise Price and Number of Warrant Shares. The number and kind of securities purchasable upon the exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time upon the happening of any of the following. In case the Company shall (ai) If the Corporation shall issue pay a dividend in shares of Common Stock or sellmake a distribution in shares of Common Stock to holders of its outstanding Common Stock (such distributions do not include rights offerings where holders are given a right to purchase additional shares), or is(ii) subdivide its outstanding shares of Common Stock into a greater number of shares, in accordance with subsections (b)(iiii) through (viii) below, deemed to have issued or sold, any additional combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (iv) issue any shares of its capital stock in a reclassification of the Common Stock, then the number of Warrant Shares purchasable upon exercise of this Warrant immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive the kind and number of Warrant Shares or other than Excluded Stock (securities of the “New Issuance Shares”)Company which it would have owned or have been entitled to receive had such Warrant been exercised in advance thereof. Upon each such adjustment of the kind and number of Warrant Shares or other securities of the Company which are purchasable hereunder, without consideration the Holder shall thereafter be entitled to purchase the number of Warrant Shares or for a consideration other securities resulting from such adjustment at an Exercise Price per share less than Warrant Share or other security obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the time number of Warrant Shares purchasable pursuant hereto immediately prior to such issue adjustment and dividing by the number of Warrant Shares or sale (the lowest price at which such shares of Common Stock are issued or deemed to be issued hereunder is hereinafter referred to as the “New Issuance Price”), then and in each such case (a “Trigger Issuance”) the then-existing Exercise Price, shall be reduced, as other securities of the close of business on Company that are purchasable pursuant hereto immediately after such adjustment. An adjustment made pursuant to this paragraph shall become effective immediately after the effective date of the Trigger Issuance, to a price determined in accordance with the immediately succeeding paragraphs. Prior to stockholder approval of the Proposal, the Exercise Price shall be reduced such event retroactive to the higher of (i) the New Issuance Price or (ii) $1.34 (appropriately adjusted for any stock split, reverse stock split, stock dividend or other reclassification or combination of the Common Stock occurring after the date hereof) (the “Full-Ratchet Floor Price”). From and after the date of stockholder approval of the Proposalrecord date, if any, the Exercise Price shall be reduced to the New Issuance Price; provided, however, that in the event that for such New Issuance Price shall be less than the Full-Ratchet Floor Price; the Exercise Price shall first be lowered to the Full-Ratchet Floor Price (to the extent it has not already been so lowered) and shall then be further adjusted as follows: Adjusted Exercise Price = (A x B) + D A+C where “A” equals the number of shares of Common Stock outstanding immediately preceding such Trigger Issuance, (including shares of Common Stock issuable upon the conversion of (i) the Convertible Debentures and (ii) the outstanding Series A Preferred Stock);event.

Adjustments of Exercise Price and Number of Warrant Shares. (a) If the Corporation shall issue or sell, or is, in accordance with subsections (b)(i) through (viii) below, deemed to have issued or sold, any additional shares The initial purchase price of one share of Common Stock, other than Excluded Stock under this Warrant shall be $8.60 (the “New Issuance Shares”"Initial Exercise Price"). The number and kind of securities purchasable upon the exercise of this Warrant and the Initial Exercise Price shall be adjusted as provided for in this Section 11 (the Initial Exercise Price, without consideration and the Initial Exercise Price as thereafter then adjusted, shall be referred to herein as the "Exercise Price") and the Exercise Price from time to time shall be further adjusted as provided for in this Section 11. Upon each such adjustment of the kind and number of Warrant Shares or for a consideration other securities of the Company which are purchasable hereunder, the Holder shall thereafter be entitled to purchase the number of Warrant Shares or other securities resulting from such adjustment at an Exercise Price per share less than Warrant Share or other security obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the time number of Warrant Shares purchasable pursuant hereto immediately prior to such issue adjustment and dividing by the number of Warrant Shares or sale (other securities of the lowest price at which Company that are purchasable pursuant hereto immediately after such shares adjustment. Upon each adjustment of Common Stock are issued or deemed to be issued hereunder is hereinafter referred to as the “New Issuance Price”), then and in each such case (a “Trigger Issuance”) the then-existing Exercise Price, the Holder shall thereafter be reducedentitled to receive upon exercise of this Warrant, as at the Exercise Price resulting from such adjustment, the number of Warrant Shares obtained by (i) multiplying the close Exercise Price effect immediately prior to such adjustment by the number of business on Warrant Shares purchasable hereunder immediately prior to such adjustment, and (ii) dividing the product thereof by the Exercise Price resulting from such adjustment. An adjustment made pursuant to this Section 11 shall become effective immediately after the effective date of such event retroactive to the Trigger Issuancerecord date, if any, for such event. This Warrant need not be changed because of any adjustment made pursuant to a price determined in accordance with the immediately succeeding paragraphsthis Section 11. Prior to stockholder approval of the Proposal, the The Exercise Price shall be reduced to the higher of (i) the New Issuance Price or (ii) $1.34 (appropriately adjusted for any stock split, reverse stock split, stock dividend or other reclassification or combination of the Common Stock occurring after the date hereof) (the “Full-Ratchet Floor Price”). From and after the date of stockholder approval of the Proposal, if any, the Exercise Price shall be reduced to the New Issuance Price; provided, however, that in the event that such New Issuance Price shall be less than the Full-Ratchet Floor Price; the Exercise Price shall first be lowered to the Full-Ratchet Floor Price (to the extent it has not already been so lowered) and shall then be further adjusted as follows: Adjusted Exercise Price = (A x B) + D A+C where “A” equals the number of shares of Common Stock outstanding immediately preceding such Trigger Issuance, (including shares of Common Stock issuable upon the conversion of (i) the Convertible Debentures and (ii) the outstanding Series A Preferred Stock);:

Adjustments of Exercise Price and Number of Warrant Shares. (a) If ---------------------------------------------------------- Stock Splits, etc. The number and kind of securities purchasable upon the Corporation ------------------ exercise of this Warrant and the Exercise Price shall issue be subject to adjustment from time to time upon the happening of any of the following. In case the Company shall (i) pay a dividend in shares of Common Stock or sellmake a distribution in shares of Common Stock to holders of its outstanding Common Stock, or is, in accordance with subsections (b)(iii) through (viii) below, deemed to have issued or sold, any additional subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock or (iv) issue any shares of its capital stock in a reclassification of the Common Stock, then the number of Warrant Shares purchasable upon exercise of this Warrant immediately prior thereto shall be adjusted so that the holder of this Warrant shall be entitled to receive the kind and number of Warrant Shares or other than Excluded Stock (securities of the “New Issuance Shares”)Company which he would have owned or have been entitled to receive had such Warrant been exercised in advance thereof. Upon each such adjustment of the kind and number of Warrant Shares or other securities of the Company which are purchasable hereunder, without consideration the holder of this Warrant shall thereafter be entitled to purchase the number of Warrant Shares or for a consideration other securities resulting from such adjustment at an Exercise Price per share less than Warrant Share or other security obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the time number of Warrant Shares purchasable pursuant hereto immediately prior to such issue adjustment and dividing by the number of Warrant Shares or sale (the lowest price at which such shares of Common Stock are issued or deemed to be issued hereunder is hereinafter referred to as the “New Issuance Price”), then and in each such case (a “Trigger Issuance”) the then-existing Exercise Price, shall be reduced, as other securities of the close of business on Company resulting from such adjustment. An adjustment made pursuant to this paragraph shall become effective immediately after the effective date of the Trigger Issuance, to a price determined in accordance with the immediately succeeding paragraphs. Prior to stockholder approval of the Proposal, the Exercise Price shall be reduced such event retroactive to the higher of (i) the New Issuance Price or (ii) $1.34 (appropriately adjusted for any stock split, reverse stock split, stock dividend or other reclassification or combination of the Common Stock occurring after the date hereof) (the “Full-Ratchet Floor Price”). From and after the date of stockholder approval of the Proposalrecord date, if any, the Exercise Price shall be reduced to the New Issuance Price; provided, however, that in the event that for such New Issuance Price shall be less than the Full-Ratchet Floor Price; the Exercise Price shall first be lowered to the Full-Ratchet Floor Price (to the extent it has not already been so lowered) and shall then be further adjusted as follows: Adjusted Exercise Price = (A x B) + D A+C where “A” equals the number of shares of Common Stock outstanding immediately preceding such Trigger Issuance, (including shares of Common Stock issuable upon the conversion of (i) the Convertible Debentures and (ii) the outstanding Series A Preferred Stock);event.

Adjustments of Exercise Price and Number of Warrant Shares. The number and kind of securities purchasable upon the exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time upon the happening of any of the following. In the event of a Redemption (aas defined in the Certificate of Designation of Series D Preferred Stock) If by the Corporation shall issue or sell, or is, Company in accordance with subsections Section 5 of the Certificate of Designation, the Exercise Price of a pro rata amount of the Warrants (b)(ithe "Adjusted Warrants" (as calculated hereinafter) through shall be reduced to one hundred fifteen (viii115%) belowpercent of the Closing Price. For purposes of this section, deemed "Adjusted Warrants" shall equal the product of (i) the Warrant Shares and (ii) the quotient of (A) the number of shares of Series D Preferred Stock redeemed and (B) the total number of Series D Preferred Stock issued. In case the Company shall (i) declare or pay a dividend in shares of Common Stock or make a distribution in shares of Common Stock to have issued or soldholders of its outstanding Common Stock, any additional (ii) subdivide its outstanding shares of Common Stock, (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock or (iv) issue any shares of its capital stock in a reclassification of the Common Stock, then the number of Warrant Shares purchasable upon exercise of this Warrant immediately prior thereto shall be adjusted so that the holder of this Warrant shall be entitled to receive the kind and number of Warrant Shares or other than Excluded Stock (securities of the “New Issuance Shares”)Company which he would have owned or have been entitled to receive had such Warrant been exercised in advance thereof. Upon each such adjustment of the kind and number of Warrant Shares or other securities of the Company which are purchasable hereunder, without consideration the holder of this Warrant shall thereafter be entitled to purchase the number of Warrant Shares or for a consideration other securities resulting from such adjustment at an Exercise Price per share less than such Warrant Share or other security obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the time number of Warrant Shares purchasable pursuant hereto immediately prior to such issue adjustment and dividing by the number of Warrant Shares or sale (the lowest price at which such shares of Common Stock are issued or deemed to be issued hereunder is hereinafter referred to as the “New Issuance Price”), then and in each such case (a “Trigger Issuance”) the then-existing Exercise Price, shall be reduced, as other securities of the close of business on Company resulting from such adjustment. An adjustment made pursuant to this section 12 shall become effective immediately after the effective date of the Trigger Issuance, to a price determined in accordance with the immediately succeeding paragraphs. Prior to stockholder approval of the Proposal, the Exercise Price shall be reduced such event retroactive to the higher of (i) the New Issuance Price or (ii) $1.34 (appropriately adjusted for any stock split, reverse stock split, stock dividend or other reclassification or combination of the Common Stock occurring after the date hereof) (the “Full-Ratchet Floor Price”). From and after the date of stockholder approval of the Proposalrecord date, if any, the Exercise Price shall be reduced to the New Issuance Price; provided, however, that in the event that for such New Issuance Price shall be less than the Full-Ratchet Floor Price; the Exercise Price shall first be lowered to the Full-Ratchet Floor Price (to the extent it has not already been so lowered) and shall then be further adjusted as follows: Adjusted Exercise Price = (A x B) + D A+C where “A” equals the number of shares of Common Stock outstanding immediately preceding such Trigger Issuance, (including shares of Common Stock issuable upon the conversion of (i) the Convertible Debentures and (ii) the outstanding Series A Preferred Stock);event.

Adjustments of Exercise Price and Number of Warrant Shares. Stock ----------------------------------------------------------------- Splits, etc. The number and kind of securities purchasable upon the exercise of ----------- this Warrant and the Exercise Price shall be subject to adjustment from time to time upon the happening of any of the following. In case the Company shall (ai) If the Corporation shall issue pay a dividend in shares of Common Stock or sellmake a distribution in shares of Common Stock to holders of its outstanding Common Stock, or is, in accordance with subsections (b)(iii) through (viii) below, deemed to have issued or sold, any additional subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock or (iv) issue any shares of its capital stock in a reclassification of the Common Stock, then the number of Warrant Shares purchasable upon exercise of this Warrant immediately prior thereto shall be adjusted so that the holder of this Warrant shall be entitled to receive the kind and number of Warrant Shares or other than Excluded Stock (securities of the “New Issuance Shares”)Company which he would have owned or have been entitled to receive had such Warrant been exercised in advance thereof. Upon each such adjustment of the kind and number of Warrant Shares or other securities of the Company which are purchasable hereunder, without consideration the holder of this Warrant shall thereafter be entitled to purchase the number of Warrant Shares or for a consideration other securities resulting from such adjustment at an Exercise Price per share less than Warrant Share or other security obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the time number of Warrant Shares purchasable pursuant hereto immediately prior to such issue adjustment and dividing by the number of Warrant Shares or sale (the lowest price at which such shares of Common Stock are issued or deemed to be issued hereunder is hereinafter referred to as the “New Issuance Price”), then and in each such case (a “Trigger Issuance”) the then-existing Exercise Price, shall be reduced, as other securities of the close of business on Company resulting from such adjustment. An adjustment made pursuant to this paragraph shall become effective immediately after the effective date of the Trigger Issuance, to a price determined in accordance with the immediately succeeding paragraphs. Prior to stockholder approval of the Proposal, the Exercise Price shall be reduced such event retroactive to the higher of (i) the New Issuance Price or (ii) $1.34 (appropriately adjusted for any stock split, reverse stock split, stock dividend or other reclassification or combination of the Common Stock occurring after the date hereof) (the “Full-Ratchet Floor Price”). From and after the date of stockholder approval of the Proposalrecord date, if any, the Exercise Price shall be reduced to the New Issuance Price; provided, however, that in the event that for such New Issuance Price shall be less than the Full-Ratchet Floor Price; the Exercise Price shall first be lowered to the Full-Ratchet Floor Price (to the extent it has not already been so lowered) and shall then be further adjusted as follows: Adjusted Exercise Price = (A x B) + D A+C where “A” equals the number of shares of Common Stock outstanding immediately preceding such Trigger Issuance, (including shares of Common Stock issuable upon the conversion of (i) the Convertible Debentures and (ii) the outstanding Series A Preferred Stock);event.

Adjustments of Exercise Price and Number of Warrant Shares. The number and kind of securities purchasable upon the exercise of the Warrants and the Exercise Price shall be subject to adjustment from time to time upon the happening of any of the following. In case the Company shall (ai) If the Corporation shall issue pay a dividend in shares of Common Stock or sellmake a distribution in shares of Common Stock to holders of its outstanding Common Stock, or is(ii) subdivide its outstanding shares of Common Stock into a greater number of shares, in accordance with subsections (b)(iiii) through (viii) below, deemed to have issued or sold, any additional combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (iv) issue any shares of its capital stock in a reclassification of the Common Stock, then the number of Warrant Shares purchasable upon exercise of the Warrants immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive upon exercise of the Warrants (instead of the prior kind and number of Warrant Shares or other than Excluded Stock (securities, into which, in fact, the “New Issuance Shares”)Warrants would then no longer be exercisable) the kind and number of Warrant Shares or other securities of the Company which it would have owned or have been entitled to receive had such Warrants been exercised in advance thereof. Upon each such adjustment of the kind and number of Warrant Shares or other securities of the Company which are purchasable hereunder, without consideration the Holder shall thereafter be entitled to purchase the number of Warrant Shares or for a consideration other securities resulting from such adjustment at an Exercise Price per share less than Warrant Share or other security obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the time number of Warrant Shares purchasable by such issue Holder immediately prior to such adjustment and dividing by the number of Warrant Shares or sale (the lowest price at which such shares of Common Stock are issued or deemed to be issued hereunder is hereinafter referred to as the “New Issuance Price”), then and in each such case (a “Trigger Issuance”) the then-existing Exercise Price, shall be reduced, as other securities of the close of business on Company that are purchasable pursuant hereto immediately after such adjustment. An adjustment made pursuant to this paragraph shall become effective immediately after the effective date of the Trigger Issuance, to a price determined in accordance with the immediately succeeding paragraphs. Prior to stockholder approval of the Proposal, the Exercise Price shall be reduced such event retroactive to the higher of (i) the New Issuance Price or (ii) $1.34 (appropriately adjusted for any stock split, reverse stock split, stock dividend or other reclassification or combination of the Common Stock occurring after the date hereof) (the “Full-Ratchet Floor Price”). From and after the date of stockholder approval of the Proposalrecord date, if any, the Exercise Price shall be reduced to the New Issuance Price; provided, however, that in the event that for such New Issuance Price shall be less than the Full-Ratchet Floor Price; the Exercise Price shall first be lowered to the Full-Ratchet Floor Price (to the extent it has not already been so lowered) and shall then be further adjusted as follows: Adjusted Exercise Price = (A x B) + D A+C where “A” equals the number of shares of Common Stock outstanding immediately preceding such Trigger Issuance, (including shares of Common Stock issuable upon the conversion of (i) the Convertible Debentures and (ii) the outstanding Series A Preferred Stock);event.

Adjustments of Exercise Price and Number of Warrant Shares. (a) If ----------------------------------------------------------- STOCK SPLITS, ETC. The number and kind of securities purchasable upon the Corporation ------------------- exercise of this Warrant and the Exercise Price shall issue be subject to adjustment from time to time upon the happening of any of the following. In case the Company shall (i) pay a dividend in shares of Common Stock or sellmake a distribution in shares of Common Stock to holders of its outstanding Common Stock, or is, in accordance with subsections (b)(iii) through (viii) below, deemed to have issued or sold, any additional subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock or (iv) issue any shares of its capital stock in a reclassification of the Common Stock, then the number of Warrant Shares purchasable upon exercise of this Warrant immediately prior thereto shall be adjusted so that the holder of this Warrant shall be entitled to receive the kind and number of Warrant Shares or other than Excluded Stock (securities of the “New Issuance Shares”)Company which he would have owned or have been entitled to receive had such Warrant been exercised in advance thereof. Upon each such adjustment of the kind and number of Warrant Shares or other securities of the Company which are purchasable hereunder, without consideration the holder of this Warrant shall thereafter be entitled to purchase the number of Warrant Shares or for a consideration other securities resulting from such adjustment at an Exercise Price per share less than Warrant Share or other security obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the time number of Warrant Shares purchasable pursuant hereto immediately prior to such issue adjustment and dividing by the number of Warrant Shares or sale (the lowest price at which such shares of Common Stock are issued or deemed to be issued hereunder is hereinafter referred to as the “New Issuance Price”), then and in each such case (a “Trigger Issuance”) the then-existing Exercise Price, shall be reduced, as other securities of the close of business on Company resulting from such adjustment. An adjustment made pursuant to this paragraph shall become effective immediately after the effective date of the Trigger Issuance, to a price determined in accordance with the immediately succeeding paragraphs. Prior to stockholder approval of the Proposal, the Exercise Price shall be reduced such event retroactive to the higher of (i) the New Issuance Price or (ii) $1.34 (appropriately adjusted for any stock split, reverse stock split, stock dividend or other reclassification or combination of the Common Stock occurring after the date hereof) (the “Full-Ratchet Floor Price”). From and after the date of stockholder approval of the Proposalrecord date, if any, the Exercise Price shall be reduced to the New Issuance Price; provided, however, that in the event that for such New Issuance Price shall be less than the Full-Ratchet Floor Price; the Exercise Price shall first be lowered to the Full-Ratchet Floor Price (to the extent it has not already been so lowered) and shall then be further adjusted as follows: Adjusted Exercise Price = (A x B) + D A+C where “A” equals the number of shares of Common Stock outstanding immediately preceding such Trigger Issuance, (including shares of Common Stock issuable upon the conversion of (i) the Convertible Debentures and (ii) the outstanding Series A Preferred Stock);event.

Adjustments of Exercise Price and Number of Warrant Shares. (a) If --- ---------------------------------------------------------- Stock Splits, etc. The number and kind of securities purchasable upon the Corporation ------------------ exercise of this Warrant and the Exercise Price shall issue be subject to adjustment from time to time upon the happening of any of the following. In case the Company shall (i) pay a dividend in shares of Common Stock or sellmake a distribution in shares of Common Stock to holders of its outstanding Common Stock, or is, in accordance with subsections (b)(iii) through (viii) below, deemed to have issued or sold, any additional subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock or (iv) issue any shares of its capital stock in a reclassification of the Common Stock, then the number of Warrant Shares purchasable upon exercise of this Warrant immediately prior thereto shall be adjusted so that the holder of this Warrant shall be entitled to receive the kind and number of Warrant Shares or other than Excluded Stock (securities of the “New Issuance Shares”)Company which he would have owned or have been entitled to receive had such Warrant been exercised in advance thereof. Upon each such adjustment of the kind and number of Warrant Shares or other securities of the Company which are purchasable hereunder, without consideration the holder of this Warrant shall thereafter be entitled to purchase the number of Warrant Shares or for a consideration other securities resulting from such adjustment at an Exercise Price per share less than such Warrant Share or other security obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the time number of Warrant Shares purchasable pursuant hereto immediately prior to such issue adjustment and dividing by the number of Warrant Shares or sale (the lowest price at which such shares of Common Stock are issued or deemed to be issued hereunder is hereinafter referred to as the “New Issuance Price”), then and in each such case (a “Trigger Issuance”) the then-existing Exercise Price, shall be reduced, as other securities of the close of business on Company resulting from such adjustment. An adjustment made pursuant to this paragraph shall become effective immediately after the effective date of the Trigger Issuance, to a price determined in accordance with the immediately succeeding paragraphs. Prior to stockholder approval of the Proposal, the Exercise Price shall be reduced such event retroactive to the higher of (i) the New Issuance Price or (ii) $1.34 (appropriately adjusted for any stock split, reverse stock split, stock dividend or other reclassification or combination of the Common Stock occurring after the date hereof) (the “Full-Ratchet Floor Price”). From and after the date of stockholder approval of the Proposalrecord date, if any, the Exercise Price shall be reduced to the New Issuance Price; provided, however, that in the event that for such New Issuance Price shall be less than the Full-Ratchet Floor Price; the Exercise Price shall first be lowered to the Full-Ratchet Floor Price (to the extent it has not already been so lowered) and shall then be further adjusted as follows: Adjusted Exercise Price = (A x B) + D A+C where “A” equals the number of shares of Common Stock outstanding immediately preceding such Trigger Issuance, (including shares of Common Stock issuable upon the conversion of (i) the Convertible Debentures and (ii) the outstanding Series A Preferred Stock);event.

Adjustments of Exercise Price and Number of Warrant Shares. (a) If The number and kind of securities purchasable upon the Corporation exercise of this Warrant and the Exercise Price shall issue be subject to adjustment from time to time upon the happening of any of the following. In case the Company shall (i) pay a dividend in shares of Common Stock or sellmake a distribution in shares of Common Stock to holders of its outstanding Common Stock, or is, in accordance with subsections (b)(iii) through (viii) below, deemed to have issued or sold, any additional subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, or (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, then the number of Warrant Shares purchasable upon exercise of this Warrant immediately prior thereto shall be adjusted so that the holder of this Warrant shall be entitled to receive the kind and number of Warrant Shares of the Company which he would have owned or have been entitled to receive had such Warrant been exercised in advance thereof. Upon each such adjustment of the kind and number of Warrant Shares of the Company which are purchasable hereunder, the holder of this Warrant shall thereafter be entitled to purchase the number of Warrant Shares resulting from such adjustment at an Exercise Price per Warrant Share or other than Excluded Stock (the “New Issuance Shares”), without consideration or for a consideration per share less than security obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the time number of Warrant Shares purchasable pursuant hereto immediately prior to such issue or sale (adjustment and dividing by the lowest price at which such shares number of Common Stock are issued or deemed to be issued hereunder is hereinafter referred to as the “New Issuance Price”), then and in each such case (a “Trigger Issuance”) the then-existing Exercise Price, shall be reduced, as Warrant Shares of the close of business on Company resulting from such adjustment. An adjustment made pursuant to this paragraph shall become effective immediately after the effective date of the Trigger Issuance, to a price determined in accordance with the immediately succeeding paragraphs. Prior to stockholder approval of the Proposal, the Exercise Price shall be reduced such event retroactive to the higher of (i) the New Issuance Price or (ii) $1.34 (appropriately adjusted for any stock split, reverse stock split, stock dividend or other reclassification or combination of the Common Stock occurring after the date hereof) (the “Full-Ratchet Floor Price”). From and after the date of stockholder approval of the Proposalrecord date, if any, for such event. (b) Subject to Section 13(c) below, in case the Exercise Price Company shall be reduced reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation, and pursuant to the New Issuance Price; providedterms of such reorganization, howeverreclassification, that merger, or consolidation, shares of common stock of the successor or acquiring corporation, or shares of stock other than Common Stock of the Company, is to be received by or distributed to the holders of Common Stock of the Company in lieu of the Company’s Common Stock, then Holder shall have the right thereafter to receive, upon exercise of this Warrant, the number of shares of common stock of the successor or acquiring corporation or other shares of stock of the Company (other than Common Stock) if the Company is the surviving corporation (in the event that merger, reorganization or reclassification), receivable upon or as a result of such New Issuance Price shall be less than the Full-Ratchet Floor Price; the Exercise Price shall first be lowered to the Full-Ratchet Floor Price (to the extent it has not already been so lowered) and shall then be further adjusted as follows: Adjusted Exercise Price = (A x B) + D A+C where “A” equals reorganization, reclassification, merger or consolidation, by a holder of the number of shares of Common Stock outstanding for which this Warrant is exercisable immediately preceding prior to such Trigger Issuanceevent. Subject to Section 13(c), in case of any such reorganization, reclassification, merger or consolidation, the successor or acquiring corporation (including if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of shares of Common Stock issuable upon for which this Warrant is exercisable which shall be as nearly equivalent as practicable to the conversion adjustments provided for in this Section 13(b). For purposes of this Section 13(b), “common stock of the successor or acquiring corporation” shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption. Subject to Section 13(c), the foregoing provisions of this Section 13(b) shall similarly apply to successive reorganizations, reclassifications, mergers or consolidations. (c) In the event of (i) a proposed dissolution or liquidation of the Convertible Debentures and Company, or (ii) a proposed sale of all or substantially all of the assets or outstanding equity of the Company, or (iii) the merger or consolidation of the Company with or into another entity or any other corporate reorganization if persons who were not shareholders of the Company immediately prior to such merger, consolidation or other reorganization own immediately after such merger, consolidation or other reorganization fifty percent (50%) or more of the voting power of the outstanding Series A Preferred Stock);securities of each of (A) the continuing or surviving entity and (B) any direct or indirect parent corporation of such continuing or surviving entity, the Board of Directors of the Company, at its sole discretion, shall, as to any unexercised portion of this Warrant, either (1) make appropriate provision for the protection of any such unexercised portion by the substitution on an equitable basis of appropriate stock of the Company or of the merged, consolidated or otherwise reorganized corporation which will be issuable in respect to one share of Common Stock of the Company as set forth in Section 13(b) above; provided that the excess of the aggregate fair market value of the shares subject to the unexercised portion of this Warrant immediately after such substitution over the purchase price thereof is not more than the excess of the aggregate fair market value of the shares subject to such unexercised portion immediately before such substitution over the purchase price thereof, or (2) upon written notice to Holder, provide that the entire unexercised portion of this Warrant must be exercised within a specified number of days of the date of such notice or such unexercised portion will be terminated.

Adjustments of Exercise Price and Number of Warrant Shares. (a) If The number and kind of securities purchasable upon the Corporation exercise of this Warrant and the Exercise Price shall issue be subject to adjustment from time to time upon the happening of any of the following. In case the Company shall (i) pay a dividend in shares of Common Stock or sellmake a distribution in shares of Common Stock to holders of its outstanding Common Stock, or is, in accordance with subsections (b)(iii) through (viii) below, deemed to have issued or sold, any additional subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, or (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, then the number of Warrant Shares purchasable upon exercise of this Warrant immediately prior thereto shall be adjusted so that the holder of this Warrant shall be entitled to receive the kind and number of Warrant Shares of the Company which he would have owned or have been entitled to receive had such Warrant been exercised in advance thereof. Upon each such adjustment of the kind and number of Warrant Shares of the Company which are purchasable hereunder, the holder of this Warrant shall thereafter be entitled to purchase the number of Warrant Shares resulting from such adjustment at an Exercise Price per Warrant Share or other than Excluded Stock (the “New Issuance Shares”), without consideration or for a consideration per share less than security obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the time number of Warrant Shares purchasable pursuant hereto immediately prior to such issue or sale (adjustment and dividing by the lowest price at which such shares number of Common Stock are issued or deemed to be issued hereunder is hereinafter referred to as the “New Issuance Price”), then and in each such case (a “Trigger Issuance”) the then-existing Exercise Price, shall be reduced, as Warrant Shares of the close of business on Company resulting from such adjustment. An adjustment made pursuant to this paragraph shall become effective immediately after the effective date of the Trigger Issuance, to a price determined in accordance with the immediately succeeding paragraphs. Prior to stockholder approval of the Proposal, the Exercise Price shall be reduced such event retroactive to the higher of (i) the New Issuance Price or (ii) $1.34 (appropriately adjusted for any stock split, reverse stock split, stock dividend or other reclassification or combination of the Common Stock occurring after the date hereof) (the “Full-Ratchet Floor Price”). From and after the date of stockholder approval of the Proposalrecord date, if any, for such event. (b) Subject to Section 13(c) below, in case the Exercise Price Company shall be reduced reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation, and pursuant to the New Issuance Price; providedterms of such reorganization, howeverreclassification, that merger, or consolidation, shares of common stock of the successor or acquiring corporation, or shares of stock other than Common Stock of the Company, is to be received by or distributed to the holders of Common Stock of the Company in lieu of the Company’s Common Stock, then Holder shall have the right thereafter to receive, upon exercise of this Warrant, the number of shares of common stock of the successor or acquiring corporation or other shares of stock of the Company (other than Common Stock) if the Company is the surviving corporation (in the event that merger, reorganization or reclassification), receivable upon or as a result of such New Issuance Price shall be less than the Full-Ratchet Floor Price; the Exercise Price shall first be lowered to the Full-Ratchet Floor Price (to the extent it has not already been so lowered) and shall then be further adjusted as follows: Adjusted Exercise Price = (A x B) + D A+C where “A” equals reorganization, reclassification, merger or consolidation, by a holder of the number of shares of Common Stock outstanding for which this Warrant is exercisable immediately preceding prior to such Trigger Issuanceevent. Subject to Section 13(c), in case of any such reorganization, reclassification, merger or consolidation, the successor or acquiring corporation (including if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of shares of Common Stock issuable upon the conversion of (i) the Convertible Debentures and (ii) the outstanding Series A Preferred Stock);for which this Warrant is ­

Adjustments of Exercise Price and Number of Warrant Shares. (a) If ---------------------------------------------------------- Stock Splits, etc. The number and kind of securities purchasable upon the Corporation ----------------- exercise of this Warrant and the Exercise Price shall issue be subject to adjustment from time to time upon the happening of any of the following. In case the Company shall (i) pay a dividend in shares of Common Stock or sellmake a distribution in shares of Common Stock to holders of its outstanding Common Stock, or is, in accordance with subsections (b)(iii) through (viii) below, deemed to have issued or sold, any additional subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock or (iv) issue any shares of its capital stock in a reclassification of the Common Stock, then the number of Warrant Shares purchasable upon exercise of this Warrant immediately prior thereto shall be adjusted so that the holder of this Warrant shall be entitled to receive the kind and number of Warrant Shares or other than Excluded Stock (securities of the “New Issuance Shares”)Company which he would have owned or have been entitled to receive had such Warrant been exercised in advance thereof. Upon each such adjustment of the kind and number of Warrant Shares or other securities of the Company which are purchasable hereunder, without consideration the holder of this Warrant shall thereafter be entitled to purchase the number of Warrant Shares or for a consideration other securities resulting from such adjustment at an Exercise Price per share less than Warrant Share or other security obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the time number of Warrant Shares purchasable pursuant hereto immediately prior to such issue adjustment and dividing by the number of Warrant Shares or sale (the lowest price at which such shares of Common Stock are issued or deemed to be issued hereunder is hereinafter referred to as the “New Issuance Price”), then and in each such case (a “Trigger Issuance”) the then-existing Exercise Price, shall be reduced, as other securities of the close of business on Company resulting from such adjustment. An adjustment made pursuant to this paragraph shall become effective immediately after the effective date of the Trigger Issuance, to a price determined in accordance with the immediately succeeding paragraphs. Prior to stockholder approval of the Proposal, the Exercise Price shall be reduced such event retroactive to the higher of (i) the New Issuance Price or (ii) $1.34 (appropriately adjusted for any stock split, reverse stock split, stock dividend or other reclassification or combination of the Common Stock occurring after the date hereof) (the “Full-Ratchet Floor Price”). From and after the date of stockholder approval of the Proposalrecord date, if any, the Exercise Price shall be reduced to the New Issuance Price; provided, however, that in the event that for such New Issuance Price shall be less than the Full-Ratchet Floor Price; the Exercise Price shall first be lowered to the Full-Ratchet Floor Price (to the extent it has not already been so lowered) and shall then be further adjusted as follows: Adjusted Exercise Price = (A x B) + D A+C where “A” equals the number of shares of Common Stock outstanding immediately preceding such Trigger Issuance, (including shares of Common Stock issuable upon the conversion of (i) the Convertible Debentures and (ii) the outstanding Series A Preferred Stock);event.

Adjustments of Exercise Price and Number of Warrant Shares. (a) If the Corporation shall issue or sell, or is, in accordance with subsections (b)(i) through (viii) below, deemed to have issued or sold, any additional shares The initial purchase price of one share of Common Stock, other than Excluded Stock under this Warrant shall be $____ (the “New Issuance Shares”"Initial Exercise Price"). The number and kind of securities purchasable upon the exercise of this Warrant and the Initial Exercise Price shall be adjusted as provided for in this Section 11 (the Initial Exercise Price, without consideration and the Initial Exercise Price as thereafter then adjusted, shall be referred to herein as the "Exercise Price") and the Exercise Price from time to time shall be further adjusted as provided for in this Section 11. Upon each such adjustment of the kind and number of Warrant Shares or for a consideration other securities of the Company which are purchasable hereunder, the Holder shall thereafter be entitled to purchase the number of Warrant Shares or other securities resulting from such adjustment at an Exercise Price per share less than Warrant Share or other security obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the time number of Warrant Shares purchasable pursuant hereto immediately prior to such issue adjustment and dividing by the number of Warrant Shares or sale (other securities of the lowest price at which Company that are purchasable pursuant hereto immediately after such shares adjustment. Upon each adjustment of Common Stock are issued or deemed to be issued hereunder is hereinafter referred to as the “New Issuance Price”), then and in each such case (a “Trigger Issuance”) the then-existing Exercise Price, the Holder shall thereafter be reducedentitled to receive upon exercise of this Warrant, as at the Exercise Price resulting from such adjustment, the number of Warrant Shares obtained by (i) multiplying the close Exercise Price effect immediately prior to such adjustment by the number of business on Warrant Shares purchasable hereunder immediately prior to such adjustment, and (ii) dividing the product thereof by the Exercise Price resulting from such adjustment. An adjustment made pursuant to this Section 11 shall become effective immediately after the effective date of such event retroactive to the Trigger Issuancerecord date, if any, for such event. This Warrant need not be changed because of any adjustment made pursuant to a price determined in accordance with the immediately succeeding paragraphsthis Section 11. Prior to stockholder approval of the Proposal, the The Exercise Price shall be reduced to the higher of (i) the New Issuance Price or (ii) $1.34 (appropriately adjusted for any stock split, reverse stock split, stock dividend or other reclassification or combination of the Common Stock occurring after the date hereof) (the “Full-Ratchet Floor Price”). From and after the date of stockholder approval of the Proposal, if any, the Exercise Price shall be reduced to the New Issuance Price; provided, however, that in the event that such New Issuance Price shall be less than the Full-Ratchet Floor Price; the Exercise Price shall first be lowered to the Full-Ratchet Floor Price (to the extent it has not already been so lowered) and shall then be further adjusted as follows: Adjusted Exercise Price = (A x B) + D A+C where “A” equals the number of shares of Common Stock outstanding immediately preceding such Trigger Issuance, (including shares of Common Stock issuable upon the conversion of (i) the Convertible Debentures and (ii) the outstanding Series A Preferred Stock);: